TELEFÔNICA BRASIL S.A.
CNPJ/MF 02.558.157/0001-62 - NIRE 35.3.001.5881-4
M ATERI AL F AC T
Telefônica Brasil S.A. ("Telefônica" or "Company"), in the manner and for the purposes of CVM Instruction No. 358/2002, as amended, hereby informs its shareholders and the market in general that its Board of Directors, in a meeting held on this date, approved the proposal to start the conversion process of the total of 1,119,340,706 (one billion, one hundred and nineteen million, three hundred and forty thousand, seven hundred and six) preferred shares issued by the Company into common shares, nominative and with no par value, in the proportion of 1 (one) common share for each 1 (one) preferred share converted, pursuant to article 136, paragraph 1 of Law 6,404/76 ("Brazilian Corporate Law") ("Conversion").
In line with this proposal, the members of the Board of Directors authorized the Company's management to submit a request for prior consent to Anatel - Agência Nacional de Telecomunicações, in relation to the Conversion proposal.
Upon being approved by Anatel, the implementation of the Conversion process, as well as the proposal including the other conditions and guidelines regarding the Conversion, will be submitted to the Board of Directors of the Company, ad referendum of the Extraordinary Shareholders Meeting ("AGE") and Special Shareholders Meeting of the holders of preferred shares of the Company ("AGESP"). The approval of the Conversion may give rise to the right of withdrawal to the holders of preferred shares issued by the Company, dissenting from the resolution to be taken at AGESP that eventually approves the Conversion, and additional information about such right and its exercise will be informed when the Board approve the execution of the Conversion and its other terms and conditions.
The Company's management understands that the Conversion will provide the maximization of value generation to all its shareholders, given that it will confer the voting right and tag along as described in the Brazilian Corporate Law to all its shareholders, increasing its practices of Corporate Governance.
The Company also informs that it will keep its shareholders and the market duly informed about the progress and results of the Conversion proposal, pursuant to the Brazilian Corporation Law and the applicable Securities Commission regulation
São Paulo, March 09, 2020.
David Melcon Sanchez-Friera
CFO and Investor Relations Officer
Telefônica Brasil - Investor Relations
Phone: +55 11 3430-3687
Information available at www.telefonica.com.br/ri