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    VIVT3   BRVIVTACNOR0

TELEFÔNICA BRASIL S.A.

(VIVT3)
  Report
End-of-day quote. End-of-day quote Bolsa de Valores de Sao Paulo - 09/15
41.42 BRL   -3.20%
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Telefônica Brasil S A : Minutes of the 23rd GeneralShareholders' Meeting

04/15/2021 | 08:02pm EDT

TELEFÔNICA BRASIL S.A.

Publicly Held Company

Corporate Taxpayer's ID (CNPJ): 02.558.157/0001-62 | Company Registry (NIRE):

35.3.0015881-4

MINUTES OF THE 23rd GENERAL SHAREHOLDERS' MEETING OF TELEFÔNICA

BRASIL S.A. HELD ON APRIL 15, 2021

  1. DATE, TIME AND VENUE: On April 15, 2021, at 11:00 a.m., exclusively digitally through the electronic platform made available by Telefônica Brasil S.A. ("Company"), as per the Material Fact and amendment to the call notice disclosed by the Company to the shareholders on March 16, 2021, being deemed held at the Company's headquarters, at Avenida Engenheiro Luiz Carlos Berrini, 1.376, Bairro Cidade Monções, in São Paulo/SP, pursuant to paragraph 3, of article 4, of the CVM Instruction 481/09, as amended("ICVM 481").
  2. CALL NOTICE: Call notice was published in the Diário Oficial do Estado de São Paulo on March 4, 5 and 6, 2021, pages 63, 174 and 28, respectively, and in the newspaper Valor Econômico on March 4, 5 and 6, 2021, pages B7, B7 and B11, respectively, and amendment dated March 16, 2021 and published in the Diário Oficial do Estado de São Paulo on March 17, 18 and 19, 2021, pages 140, 67, 179, and in the newspaper Valor Econômico on March 17, 18 and 19, 2021, pages C5, B5 and C3 respectively.
    3. RELEASES: The Company's financial statements, accompanied by the management report, the independent auditors' report, and the opinion of the Board of Directors, the Audit and Control Committee, and the Fiscal Council, for the fiscal year ending December 31, 2020, were published entirely in the newspapers Diário Oficial do Estado de São Paulo, on pages 5 to 27 of the edition of February 24, 2021, and in Valor Econômico, on pages B13 to B24 of the edition of February 24, 2021. All documents related to the matters to be deliberated in this Meeting, pursuant to ICVM 481, were made available to the shareholders on the Company's (www.telefonica.com.br/ri), the
    Brazilian Securities and Exchange Commission - CVM (www.cvm.gov.br) and B3 S.A. - Brasil, Bolsa, Balcão (www.b3.com.br) websites.

4. ATTENDANCE: Pursuant to CVM Instruction 481, this Meeting was held exclusively digitally through the electronic platform made available by the Company, as per the Material Fact and amendment to the call notice disclosed by the Company to the shareholders on March 16, 2021. In this regard, shareholders representing approximately 89.93% of the common shares, which are listed in the Shareholder Attendance Book nº 003 and considering the valid remote voting ballots received through Banco Bradesco S.A., as the bookkeeping agent for the Company's shares and also directly by the Company, under the terms of ICVM 481, according to the consolidated summary voting map released on April 14, 2021 ("Consolidated Map"). Therefore, the

1

TELEFÔNICA BRASIL S.A.

Publicly Held Company

Corporate Taxpayer's ID (CNPJ): 02.558.157/0001-62 | Company Registry (NIRE):

35.3.0015881-4

MINUTES OF THE 23rd GENERAL SHAREHOLDERS' MEETING OF TELEFÔNICA

BRASIL S.A. HELD ON APRIL 15, 2021

legal quorum has been established for this Meeting to be installed and to deliberate on the matters on the agenda.

Mr. Breno Rodrigo Pacheco de Oliveira, General-Secretary and Legal Officer; Messrs. Charles Edwards Allen, Cremênio Medola Netto and Gabriela Soares Pedercini, members of the Fiscal Council; Mr. Carlos Cesar Mazur, the Company's accountant, and Mr. Sergio Eduardo Zamora, representative of PricewaterhouseCoopers Auditores Independentes were also present.

  1. PRESIDING BOARD: Breno Rodrigo Pacheco de Oliveira - Chair, and Carolina Simões Cardoso - Secretary.
  2. AGENDA:
  1. to take the Management accounts, as well as to examine, discuss and vote on the Financial Statements, accompanied by the Management Report, the Independent Auditors' Report and the Opinion of the Fiscal Council, for the fiscal year ending December 31, 2020;
  2. to resolve on the allocation of the results of the fiscal year ending December 31, 2020 and the distribution of dividends to the Company's shareholders;
  3. elect the members of the Fiscal Council for a new term; and
  4. to set the amount of the global annual compensation for the Managements and members of the Fiscal Council for the fiscal year 2021.

7. RESOLUTIONS:

Initially, Mr. The Chairman states that he is aware of the Minutes of the Preliminary Meeting of the shareholders Telefónica Latinoamérica Holding, S.L., Telefónica S.A and SP Telecomunicações Participações Ltda, held on April 5, 2021, the resolution of which binds all the shareholders who signed the aforementioned Shareholders' Agreement, entered into on October 1, 2020, pursuant to the provisions of article 118 of Law 6,404/76 ("Voting Instruction").

Mr. Chairman informed that the relevant documentation was at the shareholders' disposal. The attending shareholders agreed to waive the reading of the documents, as

2

TELEFÔNICA BRASIL S.A.

Publicly Held Company

Corporate Taxpayer's ID (CNPJ): 02.558.157/0001-62 | Company Registry (NIRE):

35.3.0015881-4

MINUTES OF THE 23rd GENERAL SHAREHOLDERS' MEETING OF TELEFÔNICA

BRASIL S.A. HELD ON APRIL 15, 2021

they were of the entire understanding of all, as well as of the Consolidated Map disclosed to the market, which was made available for consultation.

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

  1. To take the Management accounts, as well as to examine, discuss and vote on the Financial Statements, accompanied by the Management Report, the Independent Auditors' Report and the Opinion of the Fiscal Council, for the fiscal year ending December 31, 2020.

The matter was approved by majority vote of the common shareholders present, registered abstentions (as per final summary voting map in Exhibit A).

  1. To resolve on the allocation of the results of the fiscal year ending December 31, 2020 and the distribution of dividends to the Company's shareholders.

The matter was approved by majority vote of the common shareholders present, registered abstentions (as per final summary voting map in Exhibit A), according to the Management Proposal previously disclosed on the websites of the Brazilian Securities and Exchange Commission - CVM, of B3 - Brasil, Bolsa e Balcão and of the Company, as summarized below:

  1. Net Income for the Year:R$4,770,527,194.30
  1. Settlements: (i) legal reserve, of R$238,526,359.72, and (ii) reserve for non- distributable tax incentives, of R$18,766,243.13.
  1. Adjusted Net Income: R$4,513,234,591.45
  1. Deductions to the adjusted net income: dividends and interest on equity already

deliberated in the fiscal year, of R$3,830,000,000.00.

  1. Balance of undistributed net income: R$683,234,591.45

o Add to this (i) the reversal of the special reserve for expansion and modernization in 2020, of R$600,000,000.00, (ii) the interest on own capital and dividends prescribed, of R$99,788,073.68, and (iii) the recognized actuarial gains and effect of the limitation of assets of the surplus plans, net of taxes, of R$204,495,710.32.

  1. Profit available for distribution:R$1,587,518,375.45
    3

TELEFÔNICA BRASIL S.A.

Publicly Held Company

Corporate Taxpayer's ID (CNPJ): 02.558.157/0001-62 | Company Registry (NIRE):

35.3.0015881-4

MINUTES OF THE 23rd GENERAL SHAREHOLDERS' MEETING OF TELEFÔNICA

BRASIL S.A. HELD ON APRIL 15, 2021

The balance of R$1,587,518,375.45 is allocated for the distribution of dividends to the shareholders of common shares registered on the Company's records at the end of April 15, 2021, after which date the shares will be considered "ex-dividend."

The payment of the interest on equity capital and dividends (already declared and hereby approved) and of the dividends declared herein will take place on the dates indicated below, as established by the Company's Statutory Board.

amount in R$

07/13/2021

10/05/2021

Total

Interest on equity, net 2/14/2020

229,500,000.00

-

229,500,000.00

Interest on equity, net 3/19/2020

127,500,000.00

-

127,500,000.00

Interest on equity, net 6/17/2020

765,000,000.00

-

765,000,000.00

Interest on equity, net 9/17/2020

552,500,000.00

-

552,500,000.00

Interest on equity, net 11/16/2020

340,000,000.00

-

340,000,000.00

Interest on equity, net 12/11/2020

221,000,000.00

-

221,000,000.00

Interim dividends 12/11/2020

-

1,200,000,000.00

1,200,000,000.00

Additional Proposed Dividends

-

1,587,518,375.45

1,587,518,375.45

NET TOTAL AMOUNT

2,235,500,000.00

2,787,518,375.45

5,023,018,375.45

  1. Elect the members of the Fiscal Council for a new term.
  1. The Company's Fiscal Council Members were reelected, by majority vote of the holders of common shares present, registered abstentions (according to the final summary voting map in Exhibit A), upon the nomination of the controlling shareholders SP Telecomunicações Participações Ltda., Telefónica Latinoamérica Holding, S.L, and Telefónica S.A., following the presentation of their resumes, as sittingmembers: Mr. Cremênio Medola Netto, Brazilian, married, economist, holder of identification document (RG) number 3.590.896-8 SSP/SP, inscribed in the register of individual taxpayers (CPF) under number 026.676.068-68, resident and domiciled in the City of Atibaia, State of São Paulo, at Rua Araras, 235, Jardim Flamboyant, CEP 12946-843; and Mr. Charles Edwards Allen, Brazilian, single, economist, holder of identification document (RG) number 4.730.628 SSP/SP, inscribed in the register of individual taxpayers (CPF) under number 669.820.148-00, resident and domiciled in the city and State of São Paulo, at Rua João Álvares Soares, 1555, apto. 151, Campo Belo, CEP 04609-004; and as their respective alternates, Mr. Juarez Rosa da Silva, Brazilian, married, accountant, holder of identification document (RG) number 3011229915 -

4

TELEFÔNICA BRASIL S.A.

Publicly Held Company

Corporate Taxpayer's ID (CNPJ): 02.558.157/0001-62 | Company Registry (NIRE):

35.3.0015881-4

MINUTES OF THE 23rd GENERAL SHAREHOLDERS' MEETING OF TELEFÔNICA

BRASIL S.A. HELD ON APRIL 15, 2021

SSP/RS, inscribed in the register of individual taxpayers (CPF) under number 185.813.400-59, resident and domiciled in the City of Canoas, State of Rio Grande do Sul, at Rua Edgar Fritz Muller, 137 - Bairro Rio Branco; and Mr. Stael Prata Silva Filho, Brazilian, married, business administrator, holder of identification document (RG) number 4.650.496-5 SSP/SP, inscribed in the register of individual taxpayers (CPF) under number 374.378.958-20, resident and domiciled in the City and State of São Paulo, with address at Rua Jesuíno Arruda, nº 499, apto. 91, Itaim Bibi, for a term of office starting on this date and ending in the Shareholders' Meeting to be held in the year 2022.

  1. The Chair proceeded to a separate election by minority shareholders pursuant to article 161, paragraph 4, item 'a' of Law 6404/76 ("Brazilian Corporate Law"), without the participation of the Company's controlling shareholders, under the terms of the Brazilian Corporate Law.

The following candidates were appointed:

  • As sittingmember, Ms. Gabriela Soares Pedercini, Brazilian, married, electrical engineer, holder of identification document (RG) (MG-14.207.779), inscribed in the register of individual taxpayers (CPF) under number 085.995.616-42, with business address in the City of Belo Horizonte, State of Minas Gerais, at Av. dos Andradas, nº 3323, sala 501, Santa Tereza, CEP 31010-560, and, as her respective alternate, Mr. Alexandre Pedercini Issa, Brazilian, married, business administrator, holder of identification document (RG) (MG-7.835.351), inscribed in the register of individual taxpayers (CPF) under number 054.113.616-05, with business address in the City of Belo Horizonte, State of Minas Gerais, at Av. dos Andradas, nº 3323, sala 501, Santa Tereza, CEP 31010-560, appointed by the shareholder Hydrocenter - Válvulas Tubos e Conexões Ltda.;
  • As sittingmember, Mr. Rafael de Souza Morsch, Brazilian, married, graduated in Economic Sciences, holder of identification document (RG) (1086004841 SSP/RS), inscribed in the register of individual taxpayers (CPF) under number 012.184.570- 23, with business address in the City of Porto Alegre, State of Rio Grande do Sul, at na Av. Senador Tarso Dutra, nº 565, sala 1910, CEP 90690-140, and, as his respective alternate, Ms. Débora de Souza Morsch, Brazilian, divorced, graduated

5

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Disclaimer

Telefônica Brasil SA published this content on 15 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 April 2021 00:01:09 UTC.


© Publicnow 2021
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Sales 2021 43 766 M 8 321 M 8 321 M
Net income 2021 5 335 M 1 014 M 1 014 M
Net Debt 2021 5 756 M 1 094 M 1 094 M
P/E ratio 2021 13,2x
Yield 2021 7,71%
Capitalization 69 790 M 13 284 M 13 269 M
EV / Sales 2021 1,73x
EV / Sales 2022 1,57x
Nbr of Employees 32 759
Free-Float 55,1%
Chart TELEFÔNICA BRASIL S.A.
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Telefônica Brasil S.A. Technical Analysis Chart | VIVT3 | BRVIVTACNOR0 | MarketScreener
Technical analysis trends TELEFÔNICA BRASIL S.A.
Short TermMid-TermLong Term
TrendsNeutralNeutralBearish
Income Statement Evolution
Consensus
Sell
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Mean consensus BUY
Number of Analysts 13
Last Close Price 41,42 BRL
Average target price 58,76 BRL
Spread / Average Target 41,9%
EPS Revisions
Managers and Directors
Christian Mauad Gebara Chief Executive Officer & Director
David Melcon Sanchez-Friera Chief Financial & Investor Relations Officer
Eduardo Navarro de Carvalho Chairman
Francisco Javier de Paz Mancho Director
Luiz Fernando Furlán Director
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