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MarketScreener Homepage  >  Equities  >  Bolsa de Valores de Sao Paulo  >  Telefônica Brasil S.A.    VIVT4   BRVIVTACNPR7

TELEFÔNICA BRASIL S.A.

(VIVT4)
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Telefonica Brasil : 02/20/2019 Minutes of the 347th Meeting of the Board of Directors

02/20/2019 | 05:14am EST

TELEFÔNICA BRASIL S.A.

Publicly-held Company

CNPJ/MF 02.558.157/0001-62 - NIRE 35.3.0015881-4

MINUTES OF THE 347th MEETING OF THE BOARD OF DIRECTORS OF

TELEFÔNICA BRASIL S.A. HELD ON FEBRUARY 15, 2019

1. DATE, TIME AND PLACE: February 15, 2019, at 9 a.m., at Telefônica Brasil S.A. ("Company") headquarters, located at Av. Eng. Luiz Carlos Berrini, 1376, Cidade Monções neighborhood, City of São Paulo, State of São Paulo.

2. CALL AND ATTENDANCE: The call was issued in accordance to the Bylaws. The meeting was attended by the members of the Board of Directors of the Company who signed this minute, representing the required quorum in accordance with the Bylaws. The Board Member Mr. Francisco Javier de Paz Mancho participated through video conference from Madrid, Spain. Also present were the Chief Financial and Investor Relations Officer, Mr. David Melcon Sanchez-Friera; the General Secretary and Legal Officer, Mr. Breno Rodrigo Pacheco de Oliveira, as Secretary of the Meeting; and the presenters individually named in each of the themes below, whose participation was restricted to the time of appreciation of the respective themes.

3. PRESIDING BOARD: Eduardo Navarro de Carvalho, Chairman of the Meeting; Breno Rodrigo Pacheco de Oliveira, Secretary of the Meeting.

4. AGENDA AND RESOLUTIONS: After the exam and debate of the matters included in the Agenda, the members of the Board of Directors deliberated unanimously as described below:

4.1. TO APPROVE THE FINANCIAL STATEMENTS, ACCOMPANIED BY THE INDEPENDENT AUDITORS OPINION AND THE MANAGEMENT'S ANNUAL REPORT, RELATED TO THE FISCAL

YEAR ENDED DECEMBER 31, 2018 ("2018 FINANCIAL STATEMENTS"), AS WELL AS THE

PROPOSAL FOR CAPITAL BUDGET FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019

("PROPOSAL FOR CAPITAL BUDGET") AND THE PROPOSAL FOR INCOME ALLOCATION RELATED TO THE FISCAL YEAR ENDED DECEMBER 31, 2018 ("PROPOSAL FOR INCOME

ALLOCATION"): Mr. David Melcon Sanchez-Friera, Chief Financial and Investor Relations Officer, together with the Director of Accounting, Mr. João Orlando Carneiro and the Director of Investor Relations, Mr. Luis Carlos da Costa Plaster, presented: (i) the 2018 Financial Statements; (ii) the Proposal for Capital Budget; and (iii) the Proposal for Income Allocation. The presentations were attended by the Fiscal Board Members - Messrs. Flávio Stamm, Cremênio Medola Netto and Charles Edwards Allen, who, having previously analyzed the documents, opined in favor of the 2018 Financial Statements, the Proposal for Capital Budget and the Proposal for Income Allocation and the submission of these documents to the Shareholders' Meeting. In addition, the representative of PriceWaterhouseCoopers Auditores Independentes, Mr. Sergio Zamora, stated that there were no reservations with respect to the 2018 Financial Statements, declaring that the Independent Auditors' Report was issued on this date without reservations. The independent auditors also declared their independence from the Company. On this occasion, the Board of Directors formally positioned itself regarding the independence declaration presented by the independent auditors, informing that they were not aware of anything that might affect

1

TELEFÔNICA BRASIL S.A.

Publicly-held Company

CNPJ/MF 02.558.157/0001-62 - NIRE 35.3.0015881-4

MINUTES OF THE 347th MEETING OF THE BOARD OF DIRECTORS OF

TELEFÔNICA BRASIL S.A. HELD ON FEBRUARY 15, 2019

the said declaration of independence. In addition, the Board Members were informed that the documents in question had been previously analyzed and approved by the Audit and Control Committee and by the Fiscal Board. Following the appreciation and discussion among those present, the Board of Directors, considering the favorable opinion of the Fiscal Board and the favorable recommendation from the Audit and Control Committee, unanimously approved the 2018 Financial Statements, the Proposal for Capital Budget and the Proposal for Income Allocation, issuing a favorable opinion, without reservations, which is filed at the Company's headquarters as an annex to these minutes, and has decided to submit said documents for the approval of the Ordinary and Extraordinary Shareholders' Meeting to be convened by the Chairman of the Board.

4.2. APPROVING THE CALL NOTICE FOR THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING: The General Secretary and Legal Officer, Mr. Breno Rodrigo Pacheco de Oliveira, presented a proposal for a Call Notice for the Company's Ordinary and Extraordinary Shareholders' Meeting, to be held on April 11, 2019. The Collegiate approved the convening of said Meeting, and the Chairman of the Board was authorized to adopt the necessary measures to convene and carry out the act, subject to legal and statutory provisions.

5. CLOSING: Since there was no other business to be treated, the meeting was closed and these minutes were drawn-up by the Secretary of the Board of Directors, which were approved and signed by the Directors present to the meeting, being following transcribed in the proper book. São Paulo, February 15, 2019. (aa) Board of Directors: Eduardo Navarro de Carvalho - Chairman of the Board of Directors; Antonio Carlos Valente da Silva; Antonio Gonçalves de Oliveira; Christian Mauad Gebara; Francisco Javier de Paz Mancho; José María Del Rey Osorio; Julio Esteban Linares Lopez; Luis Miguel Gilpérez López; Luiz Fernando Furlan; Narcís Serra Serra; Roberto Oliveira de Lima; Sonia Julia Sulzbeck Villalobos. Fiscal Board: Flávio Stamm, Cremênio Medola Netto and Charles Edwards Allen. Independent Auditor: Sergio Eduardo Zamora; Secretary of the Board of Directors: Breno Rodrigo Pacheco de Oliveira.

I hereby certify that this is a faithful copy of the minutes of the 347th meeting of the Board of Directors of Telefônica Brasil S.A., held on February 15, 2019, which was drawn-up in the proper book.

Breno Rodrigo Pacheco de Oliveira

Secretary of the Board of Directors

2

ANNEX

OPINION OF THE BOARD OF DIRECTORS

The members of the Board of Directors of Telefônica Brasil S.A. ("Company" or "Telefônica

Brasil"), in the exercise of their duties and legal responsibilities, as provided for in the Brazilian Corporate Law and in the Company's Bylaws, examined and analyzed the Company's Financial

Statements, together with the Independent Auditors' Report and the Annual Management Report for the fiscal year ended December 31, 2018 ("Annual Financial Statements for 2018"), as well as the Proposal for Capital Budget for the fiscal year of 2019, including the Report on the Execution of the Budget for 2018, and the Proposal for Income Allocation for the year 2018 and, taking into account the information provided by the Company's Board of Executive Officers, by

PricewaterhouseCoopers Auditores Independentes and the favorable opinion of the Fiscal Board members and members of the Audit and Control Committee, they are unanimously in favor of such documents, as they adequately reflect the Company's equity and financial positions in all material respects, and determine the forwarding of such documents for approval by the Company's Ordinary and Extraordinary Shareholders' Meeting, pursuant to the Brazilian Corporate Law.

São Paulo, February 15, 2019.

Eduardo Navarro de Carvalho

Luiz Fernando Furlan

Chairman of the Board of Directors

Member of the Board of Directors

Julio Esteban Linares Lopez

Francisco Javier de Paz Mancho

Member of the Board of Directors

Member of the Board of Directors

Antonio Gonçalves de Oliveira

Christian Mauad Gebara

Member of the Board of Directors

Member of the Board of Directors

Antonio Carlos Valente da Silva

Sonia Julia Sulzbeck Villalobos

Member of the Board of Directors

Member of the Board of Directors

José María Del Rey Osorio

Roberto Oliveira de Lima

Member of the Board of Directors

Member of the Board of Directors

Luis Miguel Gilpérez Lopez

Narcís Serra Serra

Member of the Board of Directors

Member of the Board of Directors

3

Disclaimer

Telefônica Brasil SA published this content on 20 February 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 20 February 2019 10:13:02 UTC


© Publicnow 2019
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Financials
Sales 2020 42 966 M 8 065 M 8 065 M
Net income 2020 4 828 M 906 M 906 M
Net Debt 2020 8 835 M 1 658 M 1 658 M
P/E ratio 2020 15,4x
Yield 2020 7,07%
Capitalization 25 029 M 4 687 M 4 698 M
EV / Sales 2020 0,79x
EV / Sales 2021 0,79x
Nbr of Employees 32 793
Free-Float 49,1%
Chart TELEFÔNICA BRASIL S.A.
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Telefônica Brasil S.A. Technical Analysis Chart | VIVT4 | BRVIVTACNPR7 | MarketScreener
Technical analysis trends TELEFÔNICA BRASIL S.A.
Short TermMid-TermLong Term
TrendsBullishBearishBearish
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus BUY
Number of Analysts 2
Average target price 59,00 BRL
Last Close Price 43,96 BRL
Spread / Highest target 41,0%
Spread / Average Target 34,2%
Spread / Lowest Target 27,4%
EPS Revisions
Managers
NameTitle
Christian Mauad Gebara Chief Executive Officer & Director
Eduardo Navarro de Carvalho Chairman
David Melcon Sanchez-Friera Chief Financial & Investor Relations Officer
Francisco Javier de Paz Mancho Director
Luiz Fernando Furlán Director
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