The Preferred Shareholders of Telefônica Brasil S.A. (the "Company") are hereby called to attend the Special General Meeting of Preferred Shareholders (the "AGESP"), which will be held at 12:00 noon on October 1, 2020, at the Company's headquarters at Avenida Engenheiro Luiz Carlos Berrini, 1376, Cidade Monções, in the Capital of the State of São Paulo, to resolve on the following agenda:
ratify, pursuant to article 136, first paragraph, of Law No. 6,404/76 (the "Brazilian Corporations Law"), the conversion of all the preferred shares issued by the Company into common shares, in the proportion of one (1) common share for one (1) preferred share, which shall be subject to a resolution by the Extraordinary General Meeting of the Company to be held at 10:00 a.m., on October 1, 2020; and
ratify, under the terms of articles 9, sole paragraph, and 10, subsection (i), of the Company's Bylaws, the amendment of article 9,caput and sole paragraph, of the Company's Bylaws, which shall be subject to a resolution by the Extraordinary General Meeting of the Company to be held at 10:00 a.m., on October 1, 2020:
The Company reports that it will adopt the remote voting system for the AGESP and that, therefore, on the date hereof, the distance voting ballot will be made available to the Preferred Shareholders as established in CVM Instruction No. 481/09, as amended ("ICVM 481").
In accordance with article 12 of the Company's Bylaws:
Only preferred shareholders whose preferred shares are registered in their name in the records of the bookkeeping institution at least seventy-two (72) hours before the date scheduled for the AGESP may take part in and vote at the AGESP; and
Preferred shareholders must also submit, at least seventy-two (72) hours in advance of the date scheduled for the AGESP, a physical copy of the updated statement containing the respective shareholding, issued by the custodian body, in accordance with the terms of the Manual for the AGESP.
Participation by the preferred shareholders may be in person, or by proxy/legal representative duly appointed, or by means of a distance voting ballot, and detailed guidelines on the documentation required in each case are mentioned in the Manual for the AGESP disclosed on the date hereof:
TELEFÔNICA BRASIL S.A.
CNPJ 02.558.157/0001-62 - NIRE 35.3.0015881-4
In Person: Should a preferred shareholder choose to attend the AGESP in person, he must attend the AGESP with a document proving his identity (ID card and CPF);
By Legal Representative/Proxy: In order to speed up and increase the efficiency of the AGESP, pursuant to the provisions of article 12, second paragraph of the Bylaws, the Company requests that the preferred shareholders who intend to be represented at the AGESP by means of a duly appointed legal representative/proxy, deposit the power-of- attorney/proxy instruments and documentation described in the Manual for the AGESP at the Company's headquarters at Avenida Engenheiro Luiz Carlos Berrini, 1376, 17th floor, Cidade Monções, in the Capital of the State of São Paulo, CEP 04571-936, to the attention of the Investor Relations Office on business days, from Monday to Friday, from 9:00 a.m. to 6:00 p.m., at least seventy-two (72) hours prior to the date scheduled for the AGESP; and
Distance Voting Ballot: If the preferred shareholder chooses to exercise its voting right remotely, pursuant to ICVM 481, it may send the distance voting ballot through its respective custody agent, the Company's bookkeeping institution (Banco Bradesco S.A.) or directly to the Company, according to the guidelines set forth in the Manual for the AGESP and the distance voting ballot. Due to the COVID-19 pandemic, the Company recommends that its preferred shareholders cast their votes for the AGESP using the distance voting ballot, to be sent through the options indicated above, avoiding attending the AGESP in person. In any event, the Company clarifies that during the AGESP it will adopt the necessary health prevention measures. The Company further informs that in case of worsening of the COVID-19 pandemic, this AGESP may be converted into an exclusively digital meeting, pursuant to ICVM 481. In this case, the Company will resubmit the documents related to the AGESP, therein informing the shareholders of the means for participation and related procedures.
All documents related to the Agenda for the AGESP are available to the shareholders who hold preferred shares at the Company's headquarters, and may also be analyzed at the websites of the Brazilian Securities and Exchange Commission - CVM (www.cvm.gov.br), B3 S.A. - Brasil, Bolsa, Balcão (www.b3.com.br), and the Company (www.telefonica.com.br/ri), in accordance with the provisions of the Brazilian Corporations Law and ICVM 481.
Telefônica Brasil SA published this content on 13 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 August 2020 15:17:03 UTC