0001292814-20-003734.txt : 20201002 0001292814-20-003734.hdr.sgml : 20201002 20201001181741 ACCESSION NUMBER: 0001292814-20-003734 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201231 FILED AS OF DATE: 20201002 DATE AS OF CHANGE: 20201001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEFONICA BRASIL S.A. CENTRAL INDEX KEY: 0001066119 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14475 FILM NUMBER: 201217418 BUSINESS ADDRESS: STREET 1: AVENIDA ENGENHEIRO LUIS CARLOS BERRINI, STREET 2: 1376, CIDADE MONCOES CITY: SAO PAULO-SP STATE: D5 ZIP: 04571-936 BUSINESS PHONE: 55 11 3430-3687 MAIL ADDRESS: STREET 1: AVENIDA ENGENHEIRO LUIS CARLOS BERRINI, STREET 2: 1376, CIDADE MONCOES CITY: SAO PAULO-SP STATE: D5 ZIP: 04571-936 FORMER COMPANY: FORMER CONFORMED NAME: TELESP HOLDING CO DATE OF NAME CHANGE: 20051028 FORMER COMPANY: FORMER CONFORMED NAME: TELESP PARTICIPACOES SA DATE OF NAME CHANGE: 19980716 6-K 1 viv20201001_6k1.htm FORM 6-K

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October, 2020

Commission File Number: 001-14475



TELEFÔNICA BRASIL S.A.
(Exact name of registrant as specified in its charter)

 

TELEFONICA BRAZIL S.A.  
(Translation of registrant’s name into English)

 

Av. Eng° Luís Carlos Berrini, 1376 -  28º andar
São Paulo, S.P.
Federative Republic of Brazil
(Address of principal executive office)


 

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

Form 20-F X   Form 40-F  

 

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

Yes     No

 

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

Yes     No

 

 

 

 

 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

1. DATE, TIME, AND PLACE: On October 1, 2020, at 10:00 a.m., at the corporate headquarters of Telefônica Brasil S.A. (the "Company”), located at Avenida Engenheiro Luiz Carlos Berrini, 1,376, Bairro Cidade Monções, City of São Paulo, State of São Paulo.

 

2. CALL NOTICE: A call notice was published in the Official Gazette of the State of São Paulo on August 14, 15, and 18, 2020, on pages 21, 4, and 14, respectively, and in the newspaper Valor Econômico on August 14, 15/16/17, and 18, 2020, on pages B3, B5, and B5, respectively.

 

3. ATTENDANCE: Upon first call, shareholders representing approximately 95,38% of the common shares issued by the Company, fulfilling, therefore, the legal quorum for installing this Meeting, , according to the register in the Shareholders' Attendance Book No. 003, page 023 (front) to page 024 (front), considering, further, the valid remote voting ballots received through Banco Bradesco S.A., as the bookkeeper of the shares of the Company, per the terms of CVM Instruction No. 481/09, as amended ("ICVM 481"), as per the summary voting map released on September 30, 2020 (the "Consolidated Map”). Therefore, the legal quorum for installing this Extraordinary General Meeting (the "Meeting") and for resolving on the matters on the Agenda has been verified.

 

Present, further, was the General Secretary and Chief Legal Officer, Mr. Breno Rodrigo Pacheco de Oliveira, and Mr. Charles Edwards Allen, member of the Company’s Audit Committee.

 

4. REMOTE VOTING: As mentioned in item (3) above, the Company adopted the remote voting system, making remote voting ballots available to its shareholders within the terms and manner established in ICVM 481, having received remote votes according to the Consolidated Map.

 

5. CHAIRMAN AND SECRETARY: Breno Rodrigo Pacheco de Oliveira - Chairman of the Meeting; and Carolina Simões Cardoso – Secretary of the Meeting.

 

6. AGENDA: (1) Evaluate and resolve on the conversion of all the preferred shares issued by the Company into common shares, in the proportion of one (1) common share for each one (1) preferred share and its implementation by the Company's officers (the "Conversion"); (2) Resolve, as a result of the Conversion proposed, on the amendment and/or exclusion of article

1 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

4, head paragraph and paragraphs, article 5, head paragraph, article 7, head paragraph and sole paragraph, article 9, head paragraph and sole paragraph, article 10, head paragraph and subsections (i), (ii), and (iii) and article 14, head paragraph, of the Company's Bylaws; and (3) Resolve on the amendment and restatement of the Company's Bylaws.

 

7. RESOLUTIONS: The Chairman of the Meeting stated that the relevant documentation was available to the shareholders. Thereafter, the waiver of the reading of the documents related to the matters to be resolved on at this Meeting was proposed and accepted by the shareholders present, as they were all fully aware thereof, which were made available to the shareholders on August 13, 2020, on the websites of the Securities Commission - CVM (www.cvm.gov.br), of B3 - Brasil, Bolsa e Balcão (www.b3.com.br), and of the Company (www.telefonica.com.br/ri), as well as the Consolidated Map released to the market, all of which are documents available for consultation.

 

Then, the Chairman of the Meeting stated that, in the understanding of the Company's management, the Conversion will generate value for all its shareholders, given that there will be: (i) extension to all shareholders, after the Conversion, of the right to vote with their shares in the Company's General Meeting of Shareholders; and (ii) the granting, to all non-controlling shareholders, of the right to joint sale of their shares, in line with the corporate laws and regulations in force, in the event of sale of control to a third party (tag along), thus improving its Corporate Governance practices.

 

After examining and discussing the matters on the agenda, the shareholders resolved as follows:

 

(1) Conversion of all the preferred shares issued by the Company into common shares:

 

Approval was given, by unanimity of the votes cast by the holders of the Company's common shares present at the Meeting, according to the final summary voting map attached to these minutes as its Exhibit I, to the Conversion of all of the one billion, one hundred and nineteen million, three hundred and forty thousand, seven hundred and six (1,119,340,706) preferred shares, book-entry and without par value, issued by the Company into common, book-entry

2 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

shares with no par value, in the proportion of one (1) common share for each one (1) preferred share converted, extinguishing the preferred shares.

 

The ratio of one (1) common share to each one (1) preferred share converted was established by the Company's management based, among other factors, on market practice in similar transactions, being certain that each one (1) preferred share will be converted into one (1) common share.

 

The officers of the Company are authorized, subject to the provisions of item 8 below, to perform all acts necessary for implementation of the Conversion in accordance with the terms resolved herein.

 

(2) Amendment of the Company's Bylaws to reflect the result of the Conversion:

 

Approval was given, as a result of approval of the Conversion, by unanimity of the votes cast by the holders of the Company's common shares present at the Meeting, according to the final summary voting map attached to these minutes as its Exhibit I, to the amendment and/or exclusion of article 4, head paragraph and paragraphs, article 5, head paragraph, article 7, head paragraph and sole paragraph, article 9, head paragraph and sole paragraph, article 10, head paragraph and subsections, (i), (ii), and (iii), and article 14, head paragraph, of the Company's Bylaws, with the consequent renumbering of the remaining articles and updating of the respective references, in order to reflect the changes and/or exclusions resulting from the approval of items (1) and (2) of the Agenda, all in accordance with the new wording contained in Exhibit II to this minutes.

 

(3) Amendment and Restatement of the Company's Bylaws:

Approval was given, as a result of resolution passed in item (2) of the Agenda, by unanimity of the votes cast by the holders of the Company's common shares present at the Meeting, according to the final summary voting map attached to these minutes as its Exhibit I, to amendment and restatement of the Company’s Bylaws, considering the amendments resolved on at this Meeting, the full content of which is an integral part of these minutes as Exhibit II.

 

3 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

8. Effectiveness of the resolutions passed: Pursuant to article 136, paragraph 1, of Law No. 6,404, of December 15, 1976, as amended (the “Brazilian Corporations Law"), as well as articles 9, sole paragraph and 10, subsection I, of the Company's Bylaws, the effectiveness of the resolutions in item (1) of the Agenda and, consequently, the amendments and/or exclusions approved for the Company's Bylaws, as well as their restatement pursuant to Exhibit II, per items (2) and (3) of the Agenda, is conditioned on the ratification of the Conversion and amendment of article 9, head paragraph and sole paragraph, of the Company's Bylaws, by the holders of preferred shares of the Company, at a Special General Meeting of the Company's Preferred Shareholders (“AGESP”), to be held on the date hereof, at 12:00 noon, by a vote in favor by more than half of the Company's preferred shareholders. Once ratified by the AGESP, the Conversion approved herein shall be effective immediately and, for this reason, all shares issued by the Company shall, as of ratification, have the same treatment, regardless of the ticker under which they will be traded until the Conversion is formalized.

 

9. VOTING MAP: In accordance with article 21-W, paragraph 6, subsection I, of ICVM 481 and with article 30, paragraph 4, of CVM Instruction No. 480/09, the final summary voting map is signed by the Chairman and by the Secretary of the Meeting, and is part of these minutes as its Exhibit I, indicating the number of approvals, rejections, and abstentions that each resolution received.

 

10. ADJOURNMENT: With no further business to discuss, the Chairman of the Meeting declared the proceedings adjourned and ordered the drawing up of these minutes in the form of a summary of the facts occurred, as provided for in article 130, paragraph 1, of the Brazilian Corporations Law. It was further stated that (i) in the publication of the minutes, the shareholders' signatures will be omitted, and (ii) the votes in writing were received and authenticated by the Chairman and Secretary, and will be filed at the Company's headquarters. The minutes were read, approved, and signed by the members of the Chairman and Secretary, as well as by the shareholders and other members identified below, already considering therein the shareholders who voted remotely, pursuant to article 21-V, paragraph 1, of ICVM 481. São Paulo, October 1, 2020. Chairman and Secretary: Breno Rodrigo Pacheco de Oliveira - Chairman of the Meeting, representing Management; and Carolina Simões Cardoso – Secretary of the Meeting; Shareholders: SP TELECOMUNICAÇÕES PARTICIPAÇÕES LTDA., attorney-in-fact Carolina Simões Cardoso; TELEFÓNICA LATINOAMÉRICA HOLDING, S.L., attorney-in-

4 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

fact Carolina Simões Cardoso; TELEFÓNICA S.A., attorney-in-fact Carolina Simões Cardoso; TELEFÓNICA CHILE S.A., attorney-in-fact Carolina Simões Cardoso; AMUNDI FUNDS, attorney-in-fact Daniel Alves Ferreira. Shareholders present via remote voting ballot: CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; LEGAL AND GENERAL ASSURANCE PENSIONS MNG LTD; SIONNA SRTATEGIC INCOME FUND; MANAGED PENSION FUNDS LIMITED; NORGES BANK; CAISSE DE DEPOT ET PLACEMENT DU QUEBEC; BRANDES INSTITUTIONAL EQUITY TRUST; WISDOMTREE EMERGING MARKETS HIGH DIVIDEND FUND; IVESCO FTSE RAFI EMERGING MARKETS ETF; VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF; CITY OF EDMONTON EQUITY UNIT TRUST; THE BANK OF N. Y. M. (INT) LTD AS T. OF I. E. M. E. I. F. UK; INVESCO MARKETS III PLC - INV FTSE RI EMERGING MARK U ETF; MACQUARIE INV MANAG LTD AS RESP ENT FOR ARROWST EM MKTS FD; CUSTODY B. OF J. LTD. RE: STB D. E. E. F. I. M. F.; ISHARES EMERGING MARKETS FUNDAMENTAL INDEX ETF; VANGUARD FUNDS PUBLIC LIMITED COMPANY; BRANDES GLOBAL OPPORTUNITIES FUND; SCOTTISH WIDOWS INVESTMENT SOLUTIONS FUNDS ICVC- FUNDAMENTAL; STATE STREET IRELAND UNIT TRUST; ALLIANZ GLOBAL INVESTORS FUND - ALLIANZ BEST STYLES E M E; FUNDAMENTAL LOW V I E M EQUITY; SEDCO CAPITAL GLOBAL FUNDS - SC GLOBAL EMERGING MARKET EQUIT; VANGUARD INV FUNDS ICVC-VANGUARD FTSE GLOBAL ALL CAP INDEX F; FTSE RAFI EMERGING INDEX NON-LENDABLE FUND; FRANKLIN LIBERTYSHARES ICAV; ABERDEEN E. MARKETS EQUITY INCOME FUND. INC; FRANKLIN TEMPLETON ETF TRUST - FRANKLIN FTSE BRAZI; VANGUARD ESG INTERNATIONAL; FRANKLIN TEMPLETON ETF TRUST - FRANKLIN FTSE LATIN; ARROWSTREET GLOBAL MINIMUM VOLATILITY ALPHA EXTENS; VANGUARD FIDUCIARY TRT COMPANY INSTIT T INTL STK MKT INDEX T; ARROWSTREET EMERGING MARKET ALPHA EXTENSION TRUST; ARROWSTREET (CANADA) ACWI MINIMUM VOLATILITY ALPHA EXTENSION; ARROWSTREET CAPITAL ESG GLOBAL EQUITY LONG/SHORT F; ARROWSTREET ACWI ALPHA EXTENSION FUND V (CAYMAN) L; VANGUARD INVESTMENT SERIES PLC / VANGUARD ESG EMER; JADWA INTERNATIONAL LISTED EQUITIES SPC; BLACKROCK ASSET MANAG IR LT I ITS CAP A M F T BKR I S FD; C.M.B.AS T.OF T.RJ REYNOLDS TOB.C.D.B.M.TR.; STICHTING SHELL PENSIOENFONDS. Member of the Audit Committee: Charles Edwards Allen.

 

5 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

I hereby certify that this is a true copy of the minutes of the 52st Extraordinary General Meeting of Telefônica Brasil S.A., held on October 1, 2020, drawn up in the proper book.

 

São Paulo, October 1, 2020.

 

 

_______________________________

Carolina Simões Cardoso

Secretary of the Meeting

6 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

 

Exhibit I

Final Summary Voting Map

 

Resolution (item) Approve (in No. Registered Common Shares) Reject (in No. Registered Common Shares) Abstain (in No. Registered Common Shares)
(1) Conversion of all the preferred shares issued by the Company into common shares 543.065.727 0 0
(2) Amendment of the Company's Bylaws to reflect the result of the Conversion 543.065.727 0 0
(3) Amendment and Restatement of the Company's Bylaws 543.065.727 0 0

 

Chairman and Secretary:

 

___________________________________

Breno Rodrigo Pacheco de Oliveira

Chairman of the Meeting

___________________________________

Carolina Simões Cardoso

Secretary of the Meeting

 

7 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

 

Exhibit II

 

RESTATED BYLAWS OF

TELEFÔNICA BRASIL S.A.

 

CHAPTER I - CHARACTERISTICS OF THE COMPANY

 

LEGAL ARRANGEMENT

 

Article 1 - Telefonica Brasil S.A. is a corporation, governed by these Bylaws and other applicable legal provisions, with an undetermined duration.

 

CORPORATE PURPOSE

 

Article 2 - The Company has as its purpose:

 

a) the operation of telecommunications services;

 

b) the development of activities necessary or useful for the performance of these services, in accordance with the concessions, authorizations, and permissions granted to it;

 

c) the operation of value-added services, including, making available without definitive assignment, audio, video, image, and text content, applications and the like;

 

d) the operation of integrated solutions, management, and provision of services related to: (i) data centers, including hosting and colocation; (ii) storage, processing and management of data, information, text, images, videos, applications, and information systems and the like; (iii) information technology; (iv) information and communication security; (v) telecommunications; and (vi) electronic security systems related to theft, intrusion, fire, and others;

 

e) Licensing and sublicensing of software of any nature.

 

8 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

Sole Paragraph - In achieving its corporate purpose, the Company may incorporate into its equity assets and rights of third parties, as well as:

 

I - hold a stake in the capital of other companies, including with a view to complying with the national telecommunications policy;

 

II - organize companies and/or subsidiaries for the performance of activities within its corporate purpose and which are recommended to be decentralized;

 

III - undertake the importation of goods and services necessary for the performance of activities within its corporate purpose;

 

IV - provide technical assistance services to companies in the telecommunications sector, performing activities of common interest;

 

V - manage and provide maintenance, assistance, and technical support services in IT and equipment related to the Company's activities;

 

VI - provide consulting services related to the Company's activities;

 

VII - prepare, implement, and install projects related to the activities of the Company;

 

VIII - manage and provide engineering services and to execute civil construction and related works necessary for the execution of projects related to the activities of the Company;

 

IX - provide monitoring services related to the activities of the Company;

 

X - provide business brokerage service in general;

 

XI - market and sell and lease equipment and materials necessary or useful for the operation of its activities, including precision equipment, measurement equipment, and electronic sensors;

 

9 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

XII - carry out study and research activities, aiming at the development of the telecommunications sector;

 

XIII - enter into contracts and agreements with other telecommunications service operating companies or any persons or entities with the purpose of ensuring the operation of the services, without prejudice to its duties and responsibilities; and

 

XIV - carry out other related or correlated activities assigned by the National Telecommunications Agency - ANATEL.

 

HEADQUARTERS

 

Article 3 - The Company has its headquarters in the Capital of the State of São Paulo, and may create and extinguish, by decision of the Board of Directors, branches, representative offices, and subsidiaries, offices, departments, and sales offices, anywhere in the Brazilian territory, as provided for in article 20, (vii) of these Bylaws.

 

CHAPTER II - CAPITAL

 

AUTHORIZED CAPITAL

 

Article 4 - The Company is authorized to increase its capital up to the limit of one billion, eight hundred and fifty million (1,850,000,000) common shares, with the Board of Directors being the competent body to deliberate on the increase and the consequent issuance of new shares, within the limit of the authorized capital.

 

Sole Paragraph - The shareholders shall have preemptive rights for subscription of capital increases, in proportion to the number of shares they hold. By resolution of the Board of Directors, the preemptive right may be excluded in the issuance of shares, debentures convertible into shares, and subscription warrants, the placement of which is conducted through sale on the Stock Exchange or public subscription, exchange for shares in a public offer for acquisition of control, pursuant to articles 257 and 263 of the Brazilian Corporations Law, as

10 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

well as the enjoyment of tax incentives, under the terms of special legislation, as provided for in article 172 of Law No. 6,404/76.

 

SUBSCRIBED CAPITAL

 

Article 5 - The subscribed capital stock, fully paid-up, is sixty-three billion, five hundred and seventy-one million, four hundred and fifteen thousand, eight hundred and sixty-five Brazilian Reais and nine cents (R$ 63,571,415,865.09), divided into one billion, six hundred and ninety million, nine hundred and eighty-four thousand, nine hundred and twenty-three (1,690,984,923) shares, all common, book-entry, with no par value.

 

Sole Paragraph - The shares shall be held in a deposit account with a financial institution in the name of their holders, without the issuance of certificates.

 

CHAPTER III - THE SHARES

 

COMMON SHARES

 

Article 6 - Each common share corresponds to one vote in the resolutions of the General Meetings of Shareholders.

 

CHAPTER IV - THE GENERAL MEETING

 

Article 7 - The General Meetings of Shareholders shall be held: (i) ordinarily once a year, in the first four (4) months following the end of each fiscal year, in accordance with the terms of article 132 of Law 6,404/76 and, (ii) extraordinarily, whenever necessary, either in accordance with corporate interests, or with the provisions of these Bylaws, or when the laws and regulations applicable so require.

 

Sole Paragraph - The General Meetings of Shareholders shall be convened by the Board of Directors, and the Chairman of said body shall be responsible for drafting the aforementioned act.

 

11 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

Article 8 - The following shall be submitted for prior approval by the General Meeting of Shareholders: (i) the execution of contracts with related parties, whose terms and conditions are more onerous for the Company than those normally adopted by the market in contracts of the same nature, subject, in any case, to the provisions of article 117 of Law 6,404/76; and (ii) the execution of management service agreements, including technical assistance, with foreign entities linked to the Company's controlling shareholder.

 

Article 9 - The General Meeting of Shareholderss shall be chaired by the Chairman of the Board of Directors, who shall appoint the Secretary from among those present. In the absence of the Chairman of the Board of Directors, the shareholders shall choose the Chairman and Secretary.

 

Sole Paragraph - In the cases provided for in article Pursuant to article 136 of Law No. 6,404/76, the first call of the General Meeting of Shareholders shall be made at least thirty (30) days in advance, and at least ten (10) days in advance, upon second call.

 

Article 10 - Only those shareholders whose shares are registered in their name in the Company's records at least seventy-two (72) hours prior to the date set for the respective Meeting may take part in and vote at the General Meeting.

 

Paragraph 1 - The call notice may condition the presence of the shareholder, at the Meeting, on the deposit, at the Company's headquarters, of proof of his capacity as shareholder, issued by the Company itself or by the depositary institution of the Company's shares, at least seventy-two (72) hours prior to the date scheduled for the General Meeting of Shareholders.

 

Paragraph 2 - The call notice may also condition the representation of the shareholder by proxy, at a Meeting, on the deposit of the respective instrument of power-of-attorney at the Company's headquarters, at least seventy-two (72) hours prior to the date set for the General Meeting of Shareholders.

 

CHAPTER V - THE COMPANY'S MANAGEMENT

 

12 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

Article 11 - The Board of Directors and Executive Board are responsible for the Company's Management, with the duties conferred by law and by these Bylaws. Their members shall be elected for a term of office of three (3) years, with re-election permitted, and they are exempt from providing security for the performance of their duties.

 

Paragraph 1 - All members of the Board of Directors and of the Executive Board shall take office upon signature of the corresponding instruments of investiture, remaining in their respective offices until the effective investiture of their successors.

 

Paragraph 2 - The General Meeting of Shareholders shall establish the overall compensation of the Company's officers and directors, including benefits of any nature and allowances for representation, and the Board of Directors shall be responsible for distributing such compensation among its members and those of the Executive Board.

 

Paragraph 3 - The General Meeting of Shareholders may assign to the officers and directors a share in the profits of the Company, provided that the provisions of article 152, paragraphs 1 and 2 of Law 6,404/76 are observed, as proposed by management.

 

Paragraph 4 - The Company and its controlling shareholder shall maintain, during the term of the concession and extensions thereof, the effective existence, in the Brazilian territory, of the centers of deliberation and implementation of the strategic, managerial, and technical decisions involved in compliance with the concession agreements to which the Company is a party.

 

BOARD OF DIRECTORS

 

COMPOSITION

 

Article 12 - The Board of Directors shall be composed of at least five (5) and at most seventeen (17) members, elected and removable from the body by the general meeting, subject to the provisions of the applicable laws and regulations, computing in this number members elected by the minority shareholders, if applicable.

 

13 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

Sole Paragraph - The Board of Directors shall appoint from among its members the Chairman of the body, or his alternate, in the event of a vacancy. At the discretion of the Board of Directors, the Vice-Chairman may be appointed and/or removed from office.

 

REPLACEMENT

 

Article 13 - If the Chairman of the Board of Directors is recused or absent, the Vice-Chairman, if any, shall substitute for him. In the absence of the Vice-Chairman, the Chairman shall be substituted for by another member of the Board appointed by him.

 

Paragraph 1 - In the event of recusal or absence of any other member of the Board of Directors, the Board Member recused or absent shall appoint, in writing, his substitute among the other members of the Board of Directors to represent him and vote at the meeting which he is unable to attend, pursuant to paragraph 3 of article 17 of these Bylaws.

 

Paragraph 2 - The members of the Board of Directors that appoint representatives, as provided for in the previous paragraph, shall be considered, for all purposes, present at the respective meeting.

 

Article 14 - If there is a vacancy in the positions of members of the Board of Directors, with the number of members remaining less than the minimum number provided for in article 12 above, a General Meeting of Shareholders must be called for the election of substitutes.

 

COMPETENCE

 

Article 15 - The Board of Directors is responsible for:

 

(i) - establishing the general guidelines of the Company's business;

 

(ii) - approving the Company's budget and annual business plan;

 

(iii) - convening the General Meeting of Shareholders;

 

14 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

(iv) - approving the financial statements and the management report of the Company and submit them to the General Meeting of Shareholders;

 

(v) - electing or dismissing, at any time, the members of the Board of Directors, establishing their duties, in compliance with the provisions of law and the Bylaws;

 

(vi) - approving the creation of technical and advisory committees to advise on matters of interest to the Company, electing the members of such committees and approving their internal rules, which shall contain the specific rules on composition, functions, competence, remuneration, and operation;

 

(vii) - supervising the management by the Officers of the Company, examining, at any time, the books and papers of the Company, requesting information on contracts entered into or to be executed, and any other acts;

 

(viii) - approving the organizational structure of the Company, with the possibility of assigning limits to the Executive Board for the exercise of such authority, in compliance with the provisions of law and the Bylaws;

 

(ix) - approving and amending the internal rules of the Board of Directors:

 

(x) - resolving on the issuance of shares by the Company, with an increase in capital, within the limit of the authorized capital, therein defining the terms and conditions of such issuance;

 

(xi) - deciding on the issuance of subscription warrants;

 

(xii) - resolving, by delegation of the General Meeting of Shareholders, on the following aspects of the Company's debenture issuances: (i) timing of the issuance, (ii) timing and conditions of maturity, amortization, or redemption, (iii) timing and conditions of payment of interest, profit sharing, and reimbursement premiums, if any, (iv) method of subscription or placement, and, (v) type of debentures;

 

15 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

(xiii) - resolving on the issuance of simple debentures, not convertible into shares and without security interest;

 

(xiv) - resolving on the issuance of promissory notes for public distribution ("Commercial Papers") and on the submission of the Company's shares to the deposit system for the marketing and sale of the respective certificates ("Depositary Receipts");

 

(xv) - authorizing the acquisition of shares issued by the Company, for cancellation or holding in treasury and subsequent disposal;

 

(xvi) - authorizing the sale of assets directly linked to the public telecommunications services in service;

 

(xvii) - authorizing the sale of real estate, the creation of security interests, and the rendering of guarantees for third party obligations, therein being able to set limits for the performance of such acts by the Executive Board;

 

(xviii) - establishing, in internal rules, the limits for the Executive Board to authorize the disposal or encumbrance of permanent assets, including those related to public telecommunications services that are deactivated or unserviceable;

 

(xix) - approving the participation of the Company in consortia in general, as well as the terms of such participation, therein being able to delegate such assignment to the Executive Board, within the limits it establishes, always aiming at the development of the activities within the corporate purpose of the Company;

 

(xx) - setting the limits for the Executive Board to authorize the performance of reasonable free acts for the benefit of employees or the community in which the Company participates, including donation of assets that are unserviceable to the Company;

 

(xxi) - approving the creation and extinguishment of subsidiaries of the Company, in Brazil or abroad;

 

16 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

(xxii) - approving the assumption of any obligation not provided for in the Company's budget, in an amount exceeding two hundred and fifty million Brazilian Reais (R$250,000,000.00);

 

(xxiii) - authorizing the execution of contracts, not provided for in the Company's budget, in an amount exceeding two hundred and fifty million Brazilian Reais (R$250,000,000.00);

 

(xxiv) - approving investments and the acquisition of assets, not provided for in the budget, in an amount exceeding two hundred and fifty million Brazilian Reais (R$250,000,000.00);

 

(xxv) - authorizing the acquisition of an equity interest on a permanent basis in other companies and encumbrance or disposal of equity interests;

 

(xxvi) - approving the distribution of interim dividends;

 

(xxvii) - choosing or dismissing independent auditors;

 

(xxviii) - appointing and dismissing the leader of the internal audit, who shall report to the Board of Directors, through the Audit and Control Committee, when in operation, as well as the leader of the Wholesale Executive Board, who shall be solely responsible for all processes of attendance, marketing and sale, and delivery of products related to the Reference Offers of the Products in the Wholesale Market; and

 

(xxix) - approving the plan of positions and salaries, incentives and professional development policies, rules, and staff of the Company, as well as the terms and conditions of collective bargaining agreements to be entered with the labor unions representing the categories of the Company's employees and the membership in or cancellation of complementary retirement funds, all in relation to the Company's employees, and the Board of Directors may, when it deems necessary, assign to the Executive Board limits to resolve on these matters.

 

Article 16 - The specific duties of the Chairman of the Board of Directors are: (a) representing the Board in calling the General Meeting of Shareholders; (b) chairing the General Meeting of Shareholders and choosing the Secretary from among those present; and (c) calling and chairing the meetings of the Board of Directors.

17 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

 

MEETINGS

 

Article 17 - The Board of Directors shall meet (i) ordinarily, once every three (3) months; and (ii) extraordinarily, whenever necessary, upon call by its Chairman, and shall draw up minutes relating to its resolutions.

 

Paragraph 1 - The Board's meetings shall be called in writing, at least forty-eight (48) hours in advance, and the call notice shall contain the agenda and the matters to be discussed at the respective meeting.

 

Paragraph 2 - The Board of Directors shall pass resolutions by majority of votes, when the majority of its acting members are present, with the Chairman being assigned, in addition to a normal vote, the casting vote, in the event of a tie.

 

Paragraph 3 - Any Board member may be represented by another Board member at meetings which he is unable to attend, provided that such power of representation is granted by means of an instrument signed in writing.

 

Paragraph 4 - Notwithstanding the subsequent signing of the respective minutes, the meetings of the Board of Directors may also be held via conference call, videoconference, or any other means of communication that allows for identification of the members present, as well as their simultaneous communication. Directors may also participate by expressing their votes in writing, even if they are not physically present.

 

THE EXECUTIVE BOARD

 

COMPOSITION

 

Article 18 - The Executive Board shall be composed of at least three (3) and at most fifteen (15) members, whether shareholders or not, resident in Brazil, who shall be elected by the Board of Directors, as follows: (a) Chief Executive Officer; (b) Chief Financial and Investor Relations

18 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

Officer; (c) General Secretary and Chief Legal Officer; (d) other Officers without specific designation.

 

Paragraph 1 - The individual duties of the Officers without specific designation shall be defined by the Board of Directors, which may also establish a specific designation for the aforementioend positions.

 

Paragraph 2 - The same Officer may be elected to simultaneously hold the duties of more than one office on the Executive Board.

 

Article 19 - In the event of temporary absences and recusals, the Chief Executive Officer shall appoint from among the members of the Executive Board his substitute, as well as that of the Directors. In the event of a vacancy in the position on the Executive Board, the respective substitute shall be decided by the Board of Directors.

 

COMPETENCE OF THE EXECUTIVE BOARD AND REPRESENTATION OF THE COMPANY

 

Article 20 - The Executive Board is the body with active and passive representation of the Company, and its members, individually, as the case may be, are responsible for complying with and enforcing these Bylaws, the resolutions of the Board of Directors, and of the General Meeting of Shareholders, and for performing all acts necessary or convenient for the management of corporate affairs. The following is assigned, collectively, to the Executive Board:

 

(i) - proposing to the Board of Directors general plans and programs for the Company, therein specifying the investment plans for the expansion and modernization of the plant;

 

(ii) - authorizing, within the limits established by the Board of Directors in an internal normative instrument, disposal or encumbrance of the fixed assets, including those related to public telecommunications services that are deactivated or unserviceable, as well as to submit to said body disposal or encumbrance of the assets exceeding these limits;

 

19 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

(iii) - submiting to the Board of Directors and the Audit Committee the Annual Management Report and the Financial Statements, accompanied by the opinion of the independent auditors, as well as the proposal for the allocation of the profits ascertained in the fiscal period;

 

(iv) - approving, in accordance with the limits established by the Board of Directors: a) purchases of materials, equipment, goods, works, and services; b) sales of assets;

 

(v) - approving the execution of other contracts, not mentioned above, in accordance with the limits imposed by the Board of Directors;

 

(vi) - approving, annually, the planning of financial transactions and, quarterly, a summary of the fulfillment of the aforementioned planning;

 

(vii) - approving the creation and extinguishment of subsidiaries, offices, agencies, branches, and representative offices of the Company, in Brazil;

 

(viii) - approving, as assigned by the Board of Directors, the organizational structure of the Company, therein keeping the Board of Directors informed in that regard;

 

(ix) - ensuring compliance with the rules of ethical conduct of the Company, established by the Board of Directors;

 

(x) - preparing and proposing to the Board of Directors the Company's institutional responsibility policies, such as relating to the environment, health, safety, and social responsibility of the Company and implementing the policies approved;

 

(xi) - authorizing, in accordance with the limits established by the Board of Directors, the performance of reasonable free acts for the benefit of employees or the community in which the Company participates, including donation of assets that are unserviceable to the Company; and

 

(xii) - approving the creation of technical and advisory committees to advise on matters of interest to the Company, electing the members of such committees and approving their internal

20 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

rules, which shall contain the specific rules on composition, functions, competence, remuneration, and operation.

 

Paragraph 1 - The resolutions of the Executive Board shall be passed by majority of votes, when the majority of its members are present, with the Chairman of the Board being assigned, in addition to a normal vote, the casting vote, in the event of a tie.

 

Paragraph 2 - Except for the cases provided for in paragraph 4 and in compliance with the provisions contained in these Bylaws, the Company may be legally bound as follows: i) by the joint signature of two (2) Officers, except in cases of urgency, in which case a single signature of the Chief Executive Officer and "ad referendum" of the Executive Board shall be permitted, pursuant to the provisions of article 21, A-5 of these Bylaws; ii) by the signature of one (1) Executive Officer together with one (1) Proxyholder/Attorney-in-Fact; and iii) by the signature of two (2) Proxyholders/Attorneys-in-Fact together, provided that they have specific powers.

 

Paragraph 3 - Except for the cases provided for in paragraph 4, powers-of-attorney must always be granted by two (2) Officers, and must specify the powers granted and, except for those for judicial purposes, shall have a maximum period of validity of one (1) year.

 

Paragraph 4 - The Company may be represented by only one Officer or an Attorney-in-Fact, vested with specific powers, in the performance of the following acts:

 

(i) receipt and discharge of amounts;

 

(ii) signature of correspondence that does not create obligations for the Company;

 

(iii) representation of the Company in partners’ assemblies and meetings of companies in which it holds a stake;

 

(iv) granting a power-of-attorney to a lawyer for judicial representation or in administrative proceedings;

 

21 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

(v) representation in court, or in administrative proceedings, except for the performance of acts that entail waiver of rights;

 

(vi) representation in public bids and private tenders in which the Company participates, aiming at the provision of the services contemplated in its corporate purpose; and

 

(vii) performance of simple routine administrative acts, including before public agencies, mixed economy companies, commercial boards, the Labor Judiciary, the INSS, the FGTS, and their collecting banks, and others of the same nature.

 

DUTIES OF THE MEMBERS OF THE EXECUTIVE BOARD

 

Article 21 - The specific duties of the members of the Executive Board are the following:

 

A - CHIEF EXECUTIVE OFFICER:

 

1. represent the Company, in or out of court, before the shareholders and the public in general, being able to appoint attorneys-in-fact jointly with another Officer and appoint representatives, delegate powers to the other Officers to perform specific acts;

 

2. Monitor and supervise the implementation of the orders of the Board of Directors in relation to his activities and duties;

 

3. Establish guidelines, coordinate and supervise the Company's activities related to: finances and controls; corporate resources; the legal area in general; institutional relations; regulations; corporate communications; the Telefonica Foundation; human resources; networks and field operations; corporate strategy and planning; information technology; customer service and quality; corporate business; mobile business; landline business;

 

4. Convene meetings of the Executive Board;

 

5. Perform acts of urgency "ad referendum" of the Executive Board; and

 

22 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

6. Exercise such other powers as the Board of Directors may determine.

 

 

B - CHIEF FINANCIAL AND INVESTOR RELATIONS OFFICER:

 

1. Establish guidelines and supervise the Company's activities in the economic and financial area and management of securities issued by the Company, accounting and management control, as well as supervise the administration of supplementary pension funds;

 

2. represent the Company before the Brazilian Securities and Exchange Commission (CVM), stock exchanges, and other securities market supervisory bodies;

 

3. Delegate, if applicable, duties to the other Officers for the performance of specific acts;

 

4. Represent the Company as provided for in these Bylaws; and

 

5. Perform other activities as determined by the Board of Directors.

 

C - GENERAL SECRETARY AND CHIEF LEGAL OFFICER:

 

1.   Establish guidelines and supervise the Company's activities in the legal area in general;

 

2. Delegate, if applicable, duties to the other Officers for the performance of specific acts;

 

3.        Represent the Company as provided for in these Bylaws; and

 

4.  Perform other activities as determined by the Board of Directors.

 

D - OFFICERS WITHOUT SPECIFIC DESIGNATION:

 

1. Exercise such individual functions and powers as the Board of Directors may determine;

 

23 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

2. Sign together with another Officer appointed per the Bylaws documents and instruments requiring the signature of two Officers; and

 

3. Represent the company as provided for in these Bylaws.

 

CHAPTER VI - THE AUDIT COMMITTEE

 

Article 22 - The Audit Committee, of a permanent nature, shall be composed of at least three (3) and at most five (5) full members and an equal number of alternates.

 

Paragraph 1 - The compensation of the members of the Audit Committee, in addition to the reimbursement of travel and lodging expenses necessary for the performance of the function, shall be established by the General Meeting of Shareholders electing them and shall not be lower, for each acting member, than ten percent (10%) of the average amount that is assigned to each Officer, not computing therein benefits of any nature, amounts for representation, and profit sharing.

 

Paragraph 2 - In the event of vacancy in the office of Audit Committee member, he shall be substituted by his respective alternate. In the event of vacancy in the majority of positions, the General Meeting shall be convened to elect their substitutes.

 

Paragraph 3 - The Audit Committee shall meet, (i) ordinarily, once every quarter and, (ii) extraordinarily, upon call by the Chairman of the Board of Directors, or by two (2) members of the Audit Committee, therein drawing up minutes relating to its resolutions.

 

Paragraph 4 - The meetings of the Audit Committee shall be called in writing at least forty-eight (48) hours in advance, and the call shall contain the agenda, with the list of matters to be considered at the respective meeting.

24 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

CHAPTER VII - THE FISCAL YEAR AND FINANCIAL STATEMENTS

 

FISCAL YEAR

 

Article 23 - The fiscal year shall coincide with the calendar year, and in addition to the annual balance sheet, half-yearly, quarterly, or balance sheets for lesser periods may be drawn up.

 

ALLOCATION OF PROFITS

 

Article 24 - Together with the financial statements, the Board of Directors shall present to the Ordinary General Meeting a proposal on (i) the participation of employees and officers and directors in profits and (ii) full allocation of net income.

 

Paragraph 1 - Of the net income for the fiscal year: (i) five percent (5%) shall be allocated to the legal reserve, aiming at ensuring the physical integrity of the capital stock, limited to twenty percent (20%) of the paid-up capital stock; (ii) twenty-five percent (25%) of the adjusted net income as per subsections II and III of article 202 of Law No. 6,404/76 shall be mandatorily distributed as a minimum mandatory dividend to all shareholders; and (iii) the remaining balance, after meeting the provisions contained in the preceding items of this article, shall be allocated as determined by the General Meeting of Shareholders, based on the proposal of the Board of Directors contained in the financial statements. Should the balance of the profit reserves exceed the capital stock, the General Meeting of Shareholders shall resolve on the use of the excess in the payment or increase of the capital stock or distribution of additional dividends to shareholders.

 

Paragraph 2 - The dividends not claimed within three (3) years, counted from the resolution regarding the distribution thereof, shall revert to the Company.

 

Article 25 - The Company may declare, by resolution of the Board of Directors, dividends: (i) to the profit account ascertained in half-yearly balance sheets; (ii) to the profit account ascertained in quarterly balance sheets or in shorter periods, provided that the total of the dividends paid in each half-year of the fiscal year does not exceed the amount of capital reserves referred to in

25 
 
 

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

 

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

 

the first paragraph of article 182 of Law 6,404/76, or (iii) to the retained earnings or profit reserves account existing in the last annual or half-yearly balance sheet.

 

Sole Paragraph - Interim dividends distributed under the terms of this article shall be imputed to the mandatory minimum dividend.

 

Article 26 - By resolution of the Board of Directors and in compliance with the legal provisions, the Company may pay its shareholders interest on equity, which may be charged to the mandatory minimum dividend, "ad referendum" of the general meeting.

 

CHAPTER VIII - GENERAL PROVISIONS

 

Article 27 - The Company shall go into liquidation in the cases provided for by law, and it is the responsibility of the General Meeting of Shareholders to determine the method of liquidation and appoint the liquidator.

 

Article 28 - The approval by the Company, through its representatives, of mergers, spin-offs, take-overs, or dissolutions of its subsidiaries shall be preceded by an economic and financial analysis by an independent firm of international renown, confirming that fair treatment is being given to all interested companies, whose shareholders shall have broad access to the report with the aforementioned analysis.

 

Article 29 - In all that is omitted from these Bylaws, the Company shall be governed by the applicable provisions of law.

 

**********

 

Chairman and Secretary:

 

___________________________________

Breno Rodrigo Pacheco de Oliveira

Chairman of the Meeting

___________________________________

Carolina Simões Cardoso

Secretary of the Meeting

26 

 

 

SIGNATURE

 

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

 

    TELEFÔNICA BRASIL S.A.
Date: October 1, 2020   By: /s/ Luis Carlos da Costa Plaster
        Name: Luis Carlos da Costa Plaster
        Title: Investor Relations Director

 

 

 

 

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