UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 April, 2022
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 |
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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 | X |
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 |
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| No | X |
TELEFÔNICA BRASIL S.A.
Publicly Held Company
CNPJ No. 02.558.157/0001-62
NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
1. DATE, TIME AND VENUE: on April 26, 2022, at 11:00 a.m., at Telefônica Brasil S.A.’s (“Company”) headquarters, located at Avenida Engenheiro Luiz Carlos Berrini, 1,376, Bairro Cidade Monções, city of São Paulo, São Paulo state.
2. CALL NOTICE: the call notice was published in the Valor Econômico newspaper on March 17, 18, and 19/20/21, 2022, pages C7, A12 and A10, respectively
3. RELEASES: the Company’s financial statements, along with 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 ended December 31, 2021, were published briefly in the physical newspaper of Valor Econômico, on pages A9 to A11 of the February 23, 2022 edition, being entirely available in Valor Econômico’s internet page, in the form of Article 289 of Law No. 6,404/76 (“Corporate Law”), as provided by Law No. 13,818/19. All documents related to the subjects to be deliberated at this Ordinary and Extraordinary Shareholders’ Meeting (“Meeting”), pursuant to CVM Instruction No. 481/09, as amended (“ICVM 481”), were made available to shareholders on the websites of the Company (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).
4. ATTENDANCE: shareholders attended, at the first call, for the Ordinary Shareholders’ Meeting representing approximately 90.41% of common shares issued by the Company, and to the Extraordinary Shareholders’ Meeting, stockholders holding approximately 90.88% of common shares issued by the Company, which are contained in the Shareholders’ Attendance Book No. 003 and including 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 25, 2022 (“Consolidated Map”). Therefore, the legal quorum was established for the installation of this Meeting and to deliberate on the matters on the agenda.
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
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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.
5. PRESIDING BOARD: Breno Rodrigo Pacheco de Oliveira – Meeting Chairman; and Carolina Simões Cardoso – Meeting Secretary.
6. AGENDA:
At the Ordinary Shareholders’ Meeting:
1. | take the Management accounts, as well as to examine, discuss and vote on the Financial Statements, followed by the Management Report, Independent Auditors’ Report, and the Opinion of the Fiscal Council, for the fiscal year ended December 31, 2021; |
2. | discuss on the allocation of the results of the fiscal year ended December 31, 2021 and the dividends distribution to the Company’s shareholders; |
3. | define how many members shall the Board of Directors consist of; |
4. | elect the members of the Board of Directors; |
5. | elect the Fiscal Council members; and |
6. | define the amount of the global annual remuneration of the directors and members of the Fiscal Board for the 2022 fiscal year. |
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
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At the Extraordinary Shareholders’ Meeting:
1. | approve the amendment of Article 5, caput, of the Company’s Bylaws, which deals with the social capital, to reflect the new number of shares in which the Company’s capital is divided, due to the cancellation of part of the common shares held in treasury; and |
2. | approve the consolidated Bylaws, in order to reflect the above amendment. |
7. RESOLUTIONS:
Initially, Mr. 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 19, 2022, of which the resolution binds all shareholders who signed the Shareholders’ Agreement, signed on October 1, 2020, pursuant to the provisions of Article 118 of the Corporate Law.
Mr. Chairman informed that the relevant documentation pertinent to the Meeting was made available to the shareholders. The attending shareholders agreed to waive the reading of the documents, as 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:
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
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AT THE ORDINARY SHAREHOLDERS’ MEETING:
(1) Receive the accounts rendered by the management, as well as examine, discuss and vote on the Financial Statements, alongside with the Management
Report, the Independent Auditors Report, and the Opinion of the Fiscal Board, for the year ended December 31, 2021.
The matter was approved by majority of the votes, registered abstentions (as per final summary voting map in Exhibit A).
(2) Resolve on the allocation of income for the fiscal year ended December 31, 2021 and the distribution of dividends to the Company’s shareholders.
The matter was approved by majority of the votes, 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:
o | Net Income for the Year: R$6,239,364,551.81 |
o | Settlements: (i) legal reserve, of R$311,968,227.59, and (ii) reserve for non-distributable tax incentives of R$43,009,823.77 |
o | Adjusted Net Income: R$5,884,386,500.45 |
o | Deductions to the adjusted net income: dividends and interest on capital already deliberated throughout the fiscal year, de R$4,235,000,000.00 |
o | Balance of undistributed net income: R$1,649,386,500.45 |
o | Add to this (i) the interest on own capital and dividends prescribed, of R$116,236,500.42, and (ii) the recognized actuarial gains and effect of the limitation of assets of the surplus plans, net of taxes, of R$262,901,279.65. |
o | Profit available for distribution: R$2,028,524,280.52 |
The balance of R$2,028,524,280.52 is allocated for the distribution of dividends to the shareholders of common shares registered on the Company's records at the end of April 26, 2022, after which date the shares will be considered “ex-dividend.”
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
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The payment of the interest on equity capital and dividends (already declared and hereby approved) and of the dividends declared herein will take place on the dates indicated below, as established by the Company's Statutory Board.
Amount in R$ (net) | 07/19/2022 | 10/18/2022 | Total |
Interest on capital, net 02/12/2021 | 127,500,000.00 | - | 127,500,000.00 |
Interest on capital, net 03/18/2021 | 229,500,000.00 | - | 229,500,000.00 |
Interest on capital, net 04/15/2021 | 238,000,000.00 | - | 238,000,000.00 |
Interest on capital, net 06/17/2021 | 535,500,000.00 | - | 535,500,000.00 |
Interest on capital, net 09/16/2021 | 510,000,000.00 | - | 510,000,000.00 |
Interest on capital, net 12/10/2021 | 684,250,000.00 | - | 684,250,000.00 |
Interim dividends 12/10/2021 | - | 1,500,000,000.00 | 1,500,000,000.00 |
Additional Proposed Dividends | - | 2,028,524,280.52 | 2,028,524,280.52 |
NET TOTAL AMOUNT | 2,324,750,000.00 | 3,528,524,280.52 | 5,853,274,280.52 |
(3) Define the number of members to compose the Board of Directors.
Was approved, by majority of votes, registered abstentions (as per final summary voting map in Exhibit A) the definition of the number of members to compose the Board of Directors in 12 (twelve) members.
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
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(4) Election of the Board of Directors.
By majority of votes, registered abstentions (as per final summary voting map in Exhibit A), and by the indications of controlling shareholders SP Telecomunicações Participações Ltda., Telefónica S.A., Telefónica Latinoamérica Holding, S.L., were elected the following Board of Directors of the Company, as indicated at the Management Proposal, whose mandates begin on this date and will end on the date of the Ordinary Shareholders’ Meeting to be held in 2025: Mr. Alfredo Arahuetes García, Spanish, divorced, Law and Economic and Entrepreneurial Sciences graduate, holder of Passport No. AAG309028, resident and domiciled at City of Madrid, Spain, under the commercial address of Calle Galileo, ignanº 14, 5º floor (right side), City of Madrid, Spain, 28015; Mrs. Ana Theresa Masetti Borsari Brazilian, married, lawyer, holder of the identity card RG No. 11.811.349-5, issued by SSP/SP, registered with the CPF/MF under the No. 144.876.518-83, resident and domiciled in the City of São Paulo, State of São Paulo, with commercial address at Avenida Engenheiro Luiz Carlos Berrini, 1376, in the City of São Paulo, State of São Paulo, ZIP 04571-936; Mrs. Andrea Capelo Pinheiro, Brazilian, married, business administrator, holder of the identity card RG No. 28.174.147-5 issued by SSP/SP, registered with the CPF/MF No. 256.600.043-34, resident and domiciled in the City of São Paulo, São Paulo State, with commercial address at Avenida Engenheiro Luiz Carlos Berrini, No. 1376, in the City of São Paulo, São Paulo State, ZIP 04571-936; Mr. Christian Mauad Gebara, Brazilian, married, business administrator, holder of the identity card RG No. 15.548.716-4, issued by SSP/SP, registered with the CPF/MF under the No. 203.838.628-50, resident and domiciled in the City of São Paulo, State of São Paulo, with commercial address at Avenida Engenheiro Luiz Carlos Berrini, 1376, in the City of São Paulo, State of São Paulo, ZIP 04571-936; Mrs. Claudia Maria Costin, Brazilian, married, business administrator, holder of the identity card RG No. 27.947.434-0 issued by DETRAN/RJ, registered with the CPF/MF under the No. 006.288.028-46, resident and domiciled in the City of São Paulo, São Paulo State, with commercial address at Avenida Engenheiro Luiz Carlos Berrini, 1376, in the City of São Paulo, State of São Paulo, ZIP 04571-936; Mr. Eduardo Navarro de Carvalho, Brazilian, single, metallurgical engineer, holder of the identity card RG No. 52.558.558-8, issued by SSP/SP, registered with the CPF/MF under the No. 531.710.556-00, resident and domiciled in Madrid, Spain, with commercial address at Ronda de la Comunicación s/nº, Edifício Central, 1ª Planta, in the City of Madrid, Spain, 28050; Mr. Francisco Javier de Paz Mancho, Spanish, married, advertiser, holder of the Passport No. PAL083089, registered with the CPF/MF under the No. 241.088.728-78, resident and domiciled in Madrid, Spain, with commercial address at Ronda de la Comunicación s/nº, Edifício Central A, 1ª Planta, in the City of Madrid, Spain, 28050; Mr. Ignácio Moreno Martínez, Spanish, married, economist and business administrator, holder of Passport No. PAJ859511, registered with the CPF/MF under the No. 219.917.108-60, resident and domiciled in Madrid, Spain, with commercial address at Calle Quintanavides, No. 13, in the city of Madrid, Spain, 28050; Mr. Jordi Gual Solé, Spanish, married, economist, golder of Passport No. AAF570598, resident and domiciled in Barcelona, Spain, with commercial address at Calle Juan Gris, No. 2-8, in the city of Barcelona, Spain, 08014; Mr. José María Del Rey Osorio, Spanish, married, economist and business administrator, holder of Passport nº PAD723809, registered with the CPF/MF under the No. 219.917.108-60, resident and domiciled in Madrid, Spain, with commercial address at Gran Vía, 28, in the city of Madrid, Spain, 28013; Mr. Juan Carlos Ros Brugueras, Spanish, married, lawyer, holder of Passport No. PAM502249, registered with the CPF/MF under the No. 817.483.020-00, resident and domiciled in the City of Madrid, Spain, with commercial address at Calle Antonio Perez, No. 26, in the City of Madrid Vía, 28, in the city of Madrid, Spain, 28002; and Mrs. Solange Sobral Targa, Brazilian, married, computer scientist, holder of identity card RG No. 20.924.296-6 issued by SSP/SP, registered with the CPF/MF under the No. 171.825.598-54, resident and domiciled in the City of London, United Kingdom, with commercial address at Avenida Engenheiro Luiz Carlos Berrini, 1376, in the City of São Paulo, State of São Paulo, ZIP 04571-936.
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
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The Directors elected herein resident or domiciled abroad must constitute a proxy in Brazil pursuant to paragraph 2 of article 146 of the Brazilian Corporate Law.
The members of the Board of Directors now elected stated that they were not in legal impediments to the exercise of his position, having signed the declaration of clearing pursuant to paragraph 4 of art. 147 of the Brazilian Corporate Law and CVM Instruction 367/02, which is filed at the Company's headquarters (according to statements of Exhibit B). The aforementioned Directors will be invested in their respective positions by signing a term of investiture, which is also filed at the Company's headquarters (according to the terms of possession of Exhibit C).
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
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(5) Election of the Fiscal Council.
(i) The Company's Fiscal Council Members were reelected, by majority of the votes 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 effective members: 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 – 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 2023.
(ii) 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.
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
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The following candidates were appointed:
• As effective member, Ms. Gabriela Soares Pedercini, Brazilian, married, electrical engineer, holder of identification document RG No. MG-14.207.779, inscribed in the register of individual taxpayers CPF/MF under number 085.995.616-42, with commercial address in the City of Belo Horizonte, State of Minas Gerais, at Av. dos Andradas, nº 3323, sala 501, Santa Tereza, ZIP 31010-560, and, as her respective alternate, Mr. Alexandre Pedercini Issa, Brazilian, married, business administrator, holder of identification document RG No. MG-7.835.351, inscribed in the register of individual taxpayers CPF/MF 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, ZIP 31010-560, appointed by the shareholder Hydrocenter - Válvulas Tubos e Conexões Ltda.;
Therefore, the following were elected, unanimously of votes cast by the minority shareholders present, registered abstentions (as per the final summary voting map in Exhibit A), Mrs. Gabriela Soares Pedercini and Mr. Alexandre Pedercini Issa, respectively as effective member of the Fiscal Council and the alternative, whose term of office begins on this date and will end at the General Shareholders’ Meeting to be held in 2023.
The members of the Fiscal Council will be invested in their positions by signing the terms
of investiture and declaration of impediment, whereby they will declare that they are not
under any legal impediment to exercise the position of member of the Fiscal Council and
that they are able to sign the declarations of impediment of paragraph 4 of article 147 of
the Brazilian Corporate Law, which will be filed at the Company's headquarters (pursuant
to the declarations of Exhibit B and terms of investiture of Exhibit C).
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
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(6) Set the amount of the global annual compensation for the Management and members of the Fiscal Council for the fiscal year 2022.
It was approved, by majority of the votes of the holders of common shares present, registered abstentions (according to the final summary voting map in Exhibit A), the overall annual compensation of the officers and members of the Fiscal Council for the fiscal year 2022, of R$36,446,093.45 corresponding to an amount net of social charges payable by the employer (Social Security and FGTS contribution) of R$29,575,340.82.
The Board of Directors will establish the individual compensation of the managers as provided for in the Company's bylaws. It is noted that the compensation of the sitting Fiscal Council Members will not be lower than 10% of the average compensation attributed to each Executive Officer, in accordance with the Brazilian Corporate Law.
AT THE EXTRAORDINARY SHAREHOLDERS’ MEETING:
(1) Approve the amendment of Article 5, caput, of the Company’s Bylaws, which deals with the social capital, to reflect the new number of shares in which the Company’s share capital is divided, due to the cancellation of part of the common shares held in treasury.
It was approved, by majority of votes, registered abstentions (according to the final summary voting map in Exhibit A), the amendment on Article 5, caput, of the Company Bylaws, to reflect on the social capital the effects of the decision made by the Board of Directors, in a meeting held February 18, 2022, of which was approved the cancellation of 14,046,652 (fourteen million, forty-six thousand, six hundred fifty-two) common shares issued by the Company, held in treasury, without the reduction of the social capital value. Thus, the article 5 of the Bylaws will become effective as follows:
“Art. 5 – The subscribed capital stock, fully paid-up, is sixty-three billion, five hundred and seventy-one million, four hundred and fifteen thousand, eight hundred and sixty-five Brazilian Reais and nine cents (R$ 63,571,415,865.09), divided into one billion, six hundred seventy-six million, nine hundred thirty-eight thousand, two hundred and twenty-one (1,676,938,271) shares, all common, book-entry, with no par value.
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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.”
(2) Approve the consolidated Bylaws, in order to reflect the above amendment.
It was approved, by majority of votes, registered abstentions (according to the final summary voting map in Exhibit A), the consolidation of the Company’s Bylaws, that will take into effect in the form of the wording in Exhibit D of these minutes.
8. VOTING MAP: Pursuant to article 21, paragraph 6, and article 30, paragraph 4, of CVM Instruction 480/09, the final summary voting chart is signed by the Chairman and by the Secretary, and is part of these minutes as its Exhibit A, indicating the number of approvals, rejections, and abstentions that each resolution received, as well as the number of votes granted to each candidate for Fiscal Council member.
9. CLOSING: There being no further matters to discuss, the Chair declared the meeting adjourned and ordered the minutes to be drawn up in summary form. It was also decided that (i) in the minutes release the shareholders' signatures will be omitted; and (ii) the written votes were received by the Board and will be filed at the Company's headquarters. The minutes were read, approved and signed by the members of the board, as well as by the shareholders identified below, including shareholders who voted remotely, pursuant to article 21-V, paragraph 1, of ICVM 481. |
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
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Board: (aa) Breno Rodrigo Pacheco de Oliveira – Meeting Chairman, and Representing the Management; Carolina Simões Cardoso – Meeting Secretary.
Shareholders:
Present through remote vote bulletin, in the terms of article 21-V, paragraph 1, of ICVM 481:
BRAM H FIA INSTITUCIONAL
BRADESCO H FI EM ACOES DIVIDENDOS
BRADESEG PARTICIPACOES S/A
BRADESCO FIA IBOVESPA PLUS
BRADESCO FIA INSTITUCIONAL IBRX ATIVO
BRADESCO PRIVATE FIA IBOVESPA ATIVO
BRADESCO FUNDO MUTUO DE PRIVATIZACAO FGTS CL
BRADESCO MULTIPORTFOLIO FMP - FGTS CL
BRAM FUNDO DE INVESTIMENTO EM ACOES IBOVESPA
BRAM FUNDO DE INVESTIMENTO EM ACOES
BRAM FIA IBOVESPA ATIVO
BRADESCO FIA DIVIDENDOS
BRADESCO FIA MASTER PREVIDENCIA
BRADESCO FUNDO DE INVESTIMENTO EM ACOES ZINCO
BRADESCO FIM LONG AND SHORT
BRADESCO FIM FUNDACAO AMAZONAS SUSTENTAVEL - FAS
BRAM FIA IBRX ATIVO
BRADESCO FIA IBRX MULTIPATROCINADO
BRADESCO H FIA SRI
BRAM H FI EM ACOES PASSIVO IBRX
BRAM H FI EM ACOES IBOVESPA GESTAO
BRADESCO FIA MASTER DIVIDENDOS
BRAM H FIA DIVIDENDOS
BRADESCO FIA MASTER IBRX
BRAM FIM AJAX
BRADESCO FIA MASTER IBOVESPA
FUNDO DE INVESTIMENTO EM ACOES IBOVESPA 157
ETF BRADESCO IBOVESPA FUNDO DE INDICE
BRADESCO SEGUROS S/A
ÁGORA DIVIDENDOS INDEX FIA
BRADESCO FUNDO DE INVESTIMENTO EM ACOES MASTER PREVIDENCIA IBOVESPA ATIVO
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BRAM FUNDO DE INVESTIMENTO MULTIMERCADO EQUITY HEDGE
BRADESCO H FI EM ACOES IBOVESPA
BRADESCO DIVIDENDOS INDEX FIFE FUNDO DE INVESTIMENTO EM ACOES
BRAM ALOCAÇÃO SISTEMÁTICA FIA BRASIL
BRADESCO FUNDO DE INVESTIMENTO EM ACOES SALUBRE
BRADESCO FF ÍNDICE ATIVO FUNDO DE INVESTIMENTO EM AÇÕES
WELLINGTON MANAGEMENT FUNDS (IRELAND) PLC
IOWA PUBLIC EMPLOYEES RETIREMENT SYSTEM
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM
SCHRODER EMERGING MARKETS FUND (CANADA)
LEGAL AND GENERAL ASSURANCE PENSIONS MNG LTD
OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM
BLACKROCK INSTITUTIONAL TRUST COMPANY NA
CITY OF LOS ANGELES FIRE AND POLICE PENSION PLAN
SIONNA SRTATEGIC INCOME FUND
BRANDES EMERGING MARKETS VALUE FUND
BRANDES INTERNATIONAL EQUITY FUND |
CIBC EMERGING MARKETS INDEX FUND
CITY OF BALTIMORE EM RETIREMENT SYSTEM
INVESCO GLOBAL EMERGING MARKETS FUND (UK)
STATE STREET ACTIVE EM MKTS SEC LEND QP COM TR FD
DOMINION RESOURCES, INC. MASTER TRUST
RUSSELL TR COMPANY COMMINGLED E. B. F. T. R. L. D. I. S.
IBM 401 (K) PLUS PLAN
NN (L)
INVESCO FUNDS
IRISH LIFE ASSURANCE PLC
LOCAL AUTHORITIES SUPERANNUATION FUND
MANAGED PENSION FUNDS LIMITED
NORGES BANK
PACIFIC SELECT FUND
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO
PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEX
PUBLIC EMPLOYES RET SYSTEM OF MISSISSIPPI
RUSSELL INVESTMENTS INTERNATIONAL SHARES FUND
RUSSEL INVESTIMENT FUNDS NON.US. FUND
SEI INST INT TRUST EM MKTS EQUITY FUND
SOUTHERN CAL ED C N F Q C DC MT S ON P VD N G
RUSSEL EMERGING MARKETS EQUITY POOL
STANDARD LIFE INVESTMENTS GLOBAL SICAV
13 |
TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
STATE ST GL ADV TRUST COMPANY INV FF TAX EX RET PLANS
STICHTING PHILIPS PENSIOENFONDS
PARAMETRIC TAX-MANAGED EMERGING MARKETS FUND
TEACHER RETIREMENT SYSTEM OF TEXAS
CONSULTING GROUP CAPITAL MKTS FUNDS EMER MARKETS EQUITY FUND |
THE EMERGING M.S. OF THE DFA I.T.CO. |
THE MONETARY AUTHORITY OF SINGAPORE |
TREASURER OF THE ST.OF N.CAR.EQT.I.FD.P.TR. |
VANGUARD INVESTMENT SERIES PLC |
TEACHERS RET. SYSTEMS OF LOUSIANA |
STATE OF NEW JERSEY COMMON PENSION FUND D |
AEGON CUSTODY BV |
SSGA MSCI BRAZIL INDEX NON-LENDING QP COMMON TRUST FUND |
CAISSE DE DEPOT ET PLACEMENT DU QUEBEC |
CITY OF PHILADELPHIA PUB EMPLOYEES RET SYSTEM |
COMMONWEALTH OF PENNSYLV.PUB.SCHOOL EMP RET S |
RUSSELL INVESTMENT COMPANY EMERGING MARKETS FUND |
RUSSELL INVESTMENT COMPANY - RUSSELL I D MARKETS FUND |
STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC |
LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED |
LOUSIANA STATE EMPLOYEES RETIR SYSTEM |
NATIONAL ELEVATOR INDUSTRY PENSION PLAN |
PANAGORA GROUP TRUST |
ABERDEEN INV FUNDS ICVC III - ABERDEEN GLOBAL EMERG M Q E FD |
STATE STREET DEFENSIVE EMERGING MARKETS EQUIY FUND |
IN BK FOR REC AND DEV,AS TR FT ST RET PLAN AND TR/RSBP AN TR |
STATE OF ALASKA RETIREMENT AND BENEFITS PLANS |
STATE OF MINNESOTA STATE EMPLOYEES RET PLAN |
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM |
ALBERTA INVESTMENT MANAGEMENT CORPORATION |
USAA INTERNATIONAL FUND |
WASHINGTON STATE INVESTMENT BOARD |
COMMONSPIRIT HEALTH RETIREMENT MASTER TRUST |
FIDELITY INVESTMENTS MONEY MANAGEMENT INC |
RUSSELL INVESTMENT COMPANY PUBLIC LIMITED COMPANY |
14 |
TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
AWARE SUPER PTY LTD |
LAZARD GLOBAL ACTIVE FUNDS, PLC |
LOS ANGELES COUNTY EMPLOYEES RET ASSOCIATION |
NEW ZEALAND SUPERANNUATION FUND |
STICHTING PENSIOENFONDS VAN DE ABN AMRO BK NV |
BRANDES INSTITUTIONAL EQUITY TRUST |
COLORADO PUBLIC EMPLOYEES RET. ASSOCIATION |
EMPLOYEES RET. SYST. OF THE CITY MILWAUKEE |
FIREMEN S ANNUITY AND BEN. FD OF CHICAGO |
FORD MOTOR CO DEFINED BENEF MASTER TRUST |
FORD MOTOR COMPANY OF CANADA, L PENSION TRUST |
ILLINOIS STATE BOARD OF INVESTMENT |
INTERNATIONAL MONETARY FUND |
MARSH MCLENNAN MASTER RET TRUST |
MUNICIPAL E ANNUITY A B FUND OF CHICAGO |
ROBUSTA EMERGING MARKETS EQUITY FUND |
SALT RIVER PIMA-MARICOPA INDIAN C |
STICHTING PENSIONENFONDS VAN DE METALEKTRO (PME) |
SAUDI ARABIAN MONETARY AUTHORITY |
HOSPITAL AUTHRORITY PROVIDENT FUND SCHEME |
ILLINOIS MUNICIPAL RETIREMENT FUND |
SEI GLOBAL MASTER FUND PLC, THE SEI EMERGING MKT EQUITY FUND |
UTAH STATE RETIREMENT SYSTEMS |
SUPERANNUATION FUNDS MANAGEMENT CORPORATION OF S AUSTRALIA |
BOARD OF PENSIONS OF THE EVANGELICAL LUTHERAN CHURCH IN AMER |
EMPLOYEES RETIREMENT FUND OF THE CITY OF DALLAS |
JOHN HANCOCK VARIABLE INS TRUST INTERN EQUITY INDEX TRUST |
NTCC COLLECTIVE FUNDS FOR EMPLOYEE BENEFIT TRUSTS |
NTGI QUANTITATIVE MANAGEMENT COLLEC FUNDS TRUST |
RUSSEL INVESTMENTS GLOBAL EQUITY POOL |
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA |
LSV EMERGING MARKETS EQUITY FUND LP |
CMLA INTERNATIONAL SHARE FUND |
EMER MKTS CORE EQ PORT DFA INVEST DIMENS GROU |
15 |
TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
ALASKA PERMANENT FUND |
CITY OF NEW YORK GROUP TRUST |
RAILWAYS PENSION TRUSTEE COMPANY LIMITED |
VICTORIAN FUNDS MAN C A T F V E M T |
BLACKROCK LIFE LIMITED - DC OVERSEAS EQUITY FUND |
THE SEVENTH SWEDISH NATIONAL PENSION FUND - AP7 EQUITY FUND |
WELLINGTON DIVERSIFIED INFLATION HEDGES FUND |
ISHARES PUBLIC LIMITED COMPANY |
NTGI QM COMMON DAILY ALL COUNT WORLD EXUS EQU INDEX FD LEND |
TMTBJ TRT OF SCHRODER GLOBAL EMERGING EQUITY MOTHER FUND |
STANLIB FUNDS LIMITED |
NORTHERN EMERGING MARKETS EQUITY INDEX FUND |
KAISER FOUNDATION HOSPITALS |
JNL MULTI-MANAGER EMERGING MARKETS EQUITY FUND |
AXA ROSENBERG EQUITY ALPHA TRUST |
BRANDES INVESTMENT PARTNERS, LP 401(K) PLAN |
STANISLAUS COUNTY EMPLOYEES RETIREMENT ASSOCIATION |
THE NOMURA T AND B CO LTD RE I E S INDEX MSCI E NO HED M FUN |
PARAMETRIC EMERGING MARKETS FUND |
ACTIVE M INTERNATIONAL EQUITY FUND |
JOHN S. AND JAMES L. KNIGHT FOUNDATION |
THE METHODIST HOSPITAL |
MGI FUNDS PLC |
CHEVRON UK PENSION PLAN |
ALASKA COMMON TRUST FUND |
LAZARD/WILMINGTON COLLECTIVE TRUST |
ISHARES MSCI BRAZIL ETF |
BRANDES INVESTMENT TRUST - BRANDES INT EQUITY FUND |
ISHARES II PUBLIC LIMITED COMPANY |
SUNSUPER SUPERANNUATION FUND |
SPDR SP EMERGING MARKETS ETF |
BAPTIST HEALTH SOUTH FLORIDA, INC. |
NEW YORK STATE TEACHERS RETIREMENT SYSTEM |
VIRGINIA RETIREMENT SYSTEM |
16 |
TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
THE TEXAS EDUCATION AGENCY | |
COUNTY EMPLOYEES ANNUITY AND BENEFIT FD OF THE COOK COUNTY | |
STATE STREET EMERGING MARKETS E N-L C TRUST FUND | |
RUSSELL INVESTMENT COMPANY GLOBAL EQUITY FUND | |
JOHN HANCOCK FUNDS II EMERGING MARKETS FUND | |
FUTURE FUND BOARD OF GUARDIANS | |
WISDOMTREE EMERGING MARKETS HIGH DIVIDEND FUND | |
IPROFILE INTERNATIONAL EQUITY PRIVATE POOL | |
BARCLAYS MULTI-MANAGER FUND PUBLIC LIMITED COMPANY | |
EMPLOYEES RET FD OF THE CITY OF FORT WORTH | |
NATIONAL COUNCIL FOR SOCIAL SECURITY FUND | |
IVESCO FTSE RAFI EMERGING MARKETS ETF | |
RUSSEL OVERSEAS EQUITY POOL | |
NORTHERN TRUST INVESTIMENT FUNDS PLC | |
BRITISH COLUMBIA INVESTMENT MANAGEMENT CORPORATION | |
ISHARES MSCI BRIC ETF | |
PEOPLE S BANK OF CHINA | |
PUBLIC SECTOR PENSION INVESTMENT BOARD | |
THE MASTER TRUST BOJ, LTD. AS TOK EMERGING EO MOTHER FD | |
WILMINGTON TRUST RETIREMENT AND INST S C COLLECTIVE I TRUST | |
SCHWAB FUNDAMENTAL EMERGING MARKETS LARGE COMPANY INDEX FUND | |
VOYA INFRASTRUCTURE, INDUSTRIALS AND MATERIALS FUN | |
COLLEGE RETIREMENT EQUITIES FUND | |
EATON VANCE COLLECTIVE INVESTMENT TFE BEN PLANS EM MQ EQU FD | |
EATON VANCE INT (IR) F PLC-EATON V INT (IR) PAR EM MKT FUND | |
CASEY FAMILY PROGRAM | |
THRIVENT INTERNATIONAL ALLOCATION FUND | |
STICHTING PENSIOENFONDS UWV | |
EASTSPRING INVESTMENTS | |
LEGAL & GENERAL INTERNATIONAL INDEX TRUST | |
LINCOLN VIP T - L SSGA EMERGING MARKETS 100 FUND | |
THRIVENT INTERNATIONAL ALLOCATION PORTFOLIO | |
VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF | |
THE BANK OF NEW YORK MELLON EMP BEN COLLECTIVE INVEST FD PLA |
17 |
TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
RUSSELL INSTITUTIONAL FDS, LLC - RI EQUITY FD |
4UM MARLIM DIVIDENDOS FUNDO DE INVESTIMENTO EM ACOES |
ISHARES III PUBLIC LIMITED COMPANY |
NTGI-QM COMMON DAC WORLD EX-US INVESTABLE MIF - LENDING |
HARTFORD INTERNATIONAL CAPITAL APPRECIATION FUND |
AMERICAN HEART ASSOCIATION, INC. |
RUSSELL INSTITUTIONAL FUNDS, LLC - REM EQUITY PLUS FUND |
PICTET - EMERGING MARKETS INDEX |
COMMONWEALTH GLOBAL SHARE FUND 22 |
COMMONWEALTH GLOBAL SHARE FUND 23 |
EMERGING MARKETS EQUITY FUND |
CUSTODY BANK OF JAPAN, LTD. RE: EMERG EQUITY PASSIVE MOTHR F |
BELLSOUTH CORPORATION RFA VEBA TRUST |
CENTRAL PROVIDENT FUND BOARD |
PICTET CH INSTITUCIONAL-EMERGING MARKETS TRACKER |
PACIFIC SELECT FUND - PD EMERGING MARKETS PORTFOLIO |
WISDOMTREE GLOBAL HIGH DIVIDEND FUND |
STICHTING PGGM DEPOSITARY |
ARIZONA PSPRS TRUST |
KAISER PERMANENTE GROUP TRUST |
FIDELITY SALEM STREET TRUST: FIDELITY SERIES G EX US I FD |
STATE STREET GLOBAL A. L. S. - S. S. E. M. ESG S. E. E. F. |
SCHWAB EMERGING MARKETS EQUITY ETF |
POPLAR TREE FUND OF AMERICAN INVESTMENT TRUST |
ISHARES MSCI EMERGING MARKETS ETF |
FRANCISCAN ALLIANCE, INC. MASTER PENSION TRUST |
THE BANK OF N. Y. M. (INT) LTD AS T. OF I. E. M. E. I. F. UK |
THORNBURG DEVELOPING WORLD FUND |
INVESCO MARKETS III PLC - INV FTSE RI EMERGING MARK U ETF |
COMMONWEALTH EMERGING MARKETS FUND 6 |
GMO GLOBAL EQUITY ALLOCATION INVESTMENT FUND |
STATE STREET ALL COUNTRY WORLD EX-US A NON-LEN C T F |
QSUPER |
BMO MSCI EMERGING MARKETS INDEX ETF |
18 |
TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
WELLINGTON TRUST COMPANY N.A. |
FIRST TRUST EMERGING MARKETS ALPHADEX FUND |
NTGI-QM COMMON DAILY EMERGING MARKETS EQUITY I F- NON L |
THE HARTFORD GLOBAL REAL ASSET FUND |
THE HARTFORD INTERNATIONAL VALUE FUND |
TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY I F |
LEGAL GENERAL GLOBAL EMERGING MARKETS INDEX FUND |
CUSTODY B. OF J. LTD. RE: STB D. E. E. F. I. M. F. |
RUSSELL INSTITUTIONAL FUNDS PUBLIC LIMITED COMPANY |
COLUMBIA EMERGING MARKETS CONSUMER ETF |
BNYM MELLON CF SL EMERGING MARKETS STOCK INDEX FUND |
LAZARD GLOBAL INVESTMENT FUNDS PUBLIC LIMITED COMPANY |
WELLS FARGO (LUX) WORLDWIDE FUND |
SCOTIA PRIVATE EMERGING MARKETS POOL |
SSGA MSCI ACWI EX-USA INDEX NON-LENDING DAILY TRUST |
DELA DEPOSITARY ASSET MANAGEMENT B.V. |
PF INTERNATIONAL VALUE FUND |
ABERDEEN LATIN AMERICAN EQUITY FUND |
HEXAVEST EMERGING MARKETS FUND |
VOYA EMERGING MARKETS HIGH DIVIDEND EQUITY FUND |
QIC INTERNATIONAL EQUITIES FUND |
BRANDES INVESTMENT TRUST - BRANDES INS EMERGING MARKETS FUND |
GMO GLOBAL R RETURN (UCITS) F, A SUB-FUND OF GMO FUNDS PLC |
FIRST TRUST LATIN AMERICA ALPHADEX FUND |
SSGA SPDR ETFS EUROPE I PLC |
STICHTING PENSIOENFONDS ING |
EUROPEAN CENTRAL BANK |
VERIZON MASTER SAVINGS TRUST |
INVESTERINGSFORENINGEN SPARINVEST INDEX EMERGING MARKETS |
JOHN HANCOCK HEDGED EQUITY INCOME FUND |
VANGUARD EMERGING MARKETS SELECT STOCK FUND |
EATON VANCE TR CO CO TR FD - PA STR EM MKTS EQ COM TR FD |
TEXAS MUNICIPAL RETIREMENT SYSTEM |
VERDIPAPIRFONDET KLP AKSJE FREMVOKSENDE MARKEDER INDEKS I |
19 |
TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
TOTAL INTERNATIONAL EX U.S. I MASTER PORT OF MASTER INV PORT |
AB SICAV I - EMERGING MARKETS MULTI-ASSET PORTFOLIO |
ISHARES MSCI ACWI EX U.S. ETF |
ISHARES MSCI ACWI ETF |
NAT WEST BK PLC AS TR OF ST JAMES PL GL EQUITY UNIT TRUST |
FIDELITY SALEM STREET T: FIDELITY E M INDEX FUND |
FIDELITY SALEM STREET T: FIDELITY G EX U.S INDEX FUND |
AB CAP FUND, INC. - AB EMERGING MARKETS MULTI-ASSET PORT |
ISHARES V PUBLIC LIMITED COMPANY |
UI-E - J P MORGAN S/A DTVM |
AMF PENSIONSFORSAKRING AB |
DWS ADVISORS EMERGING MARKETS EQUITIES-PASSIVE |
STATE STREET ALL-COUNTRY W A NON-LENDING COMMON TRUST |
ISHARES EMERGING MARKETS FUNDAMENTAL INDEX ETF |
VOYA EMERGING MARKETS INDEX PORTFOLIO |
VANGUARD FUNDS PUBLIC LIMITED COMPANY |
VOYA MULTI-MANAGER EMERGING MARKETS EQUITY FUND |
PIMCO DIVIDEND AND INCOME FUND |
INVESCO SP EMERGING MARKETS LOW VOLATILITY ETF |
THE MASTER TRUST BANK OF JAPAN, LTD. AS T. FOR MTBJ400045835 |
ARIEL GLOBAL FUND |
PRIME SERIES SCHRODERS EM EQUITY FUND |
ISHARES EMERGING MARKETS DIVIDEND ETF |
MERCER QIF FUND PLC |
NEW YORK LIFE INSURANCE COMPANY |
JEFFREY LLC |
ONEPATH GLOBAL EMERGING MARKETS SHARES(UNHEDGED) INDEX POOL |
GMO IMPLEMENTATION FUND, A SERIES OF GMO TRUST |
ASCENSION ALPHA FUND, LLC |
COMMONWEALTH SUPERANNUATION CORPORATION |
BRANDES INVESTMENT FUNDS P L COMPANY / BRANDES E M V FUND |
UTD NAT RELIEF AND WORKS AG FOR PAL REFUGEE IN THE NEAR EAST |
STANDARD LIFE INVESTMENT COMPANY - GL EMER M EQ FD |
BRANDES GLOBAL OPPORTUNITIES FUND |
20 |
TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC A E M FUND |
FLEXSHARES MORNINGSTAR EMERGING MARKETS FACTOR TILT INDEX F |
ISHARES CORE MSCI EMERGING MARKETS ETF |
ISHARES CORE MSCI TOTAL INTERNATIONAL STOCK ETF |
STATE STREET GLOBAL A LUX SICAV - SS EM SRI ENHANCED E F |
BLACKROCK GLOBAL INDEX FUNDS |
ISHARES VI PUBLIC LIMITED COMPANY |
EVTC CIT FOF EBP-EVTC PARAMETRIC SEM CORE EQUITY FUND TR |
PANAGORA DIVERSIFIED RISK MULTI-ASSET FUND, LTD |
ABERDEEN STANDARD OEIC II - ASI EMERGING MARKETS INCOME E. F |
ANDRA AP-FONDEN |
EQ/EMERGING MARKETS EQUITY PLUS PORTFOLIO |
MEMORIAL HERMANN HEALTH SYSTEM |
SCOTTISH WIDOWS INVESTMENT SOLUTIONS FUNDS ICVC- FUNDAMENTAL |
KAPITALFORENINGEN LAEGERNES PENSIONSINVESTERING, LPI AEM III |
MISSOURI EDUCATION PENSION TRUST |
FIRST TRUST GLL FUND PLC - FIRST TR EMERG MKTS ALPH UCITS ET |
EATON VANCE MANAGEMENT |
GENERAL PENSION AND SOCIAL SECURITY AUTHORITY |
THORNBURG GLOBAL INVESTMENT PLC- THORNBURG DEVELOPING W F |
CONNECTICUT GENERAL LIFE INSURANCE COMPANY |
NORTHERN TRUST COMPANY SUB-ADVISED COLLECTIVE FUNDS TRUST |
EXELON GENERATION COMP, LLC TAX QUALIFIED NUCLEAR DECOMM PAR |
WISDOMTREE EMERG MKTS QUALITY DIV GROWTH FUND |
QS INVESTORS DBI GLOBAL EMERGING MARKETS EQUITY FUND LP |
GLOBAL MANAGED VOLATILITY FUND |
SCHWAB FUNDAMENTAL EMERGING MARKETS LARGE COMPANY INDEX ETF |
CLINTON NUCLEAR POWER PLANT QUALIFIED FUND |
THREE MILE ISLAND UNIT ONE QUALIFIED FUND |
RUSSELL TRUST COMPANY COMMINGLED EMPLOYEE BENEFIT FUNDS T |
STATE STREET IRELAND UNIT TRUST |
GUIDESTONE FUNDS EMERGING MARKETS EQUITY FUND |
EM BRAZIL TRADING LLC |
ISHARES GLOBAL MONTHLY DIVIDEND INDEX ETF (CAD-HEDGED) |
21 |
TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
GEORGE LUCAS FAMILY FOUNDATION |
STANDARD LIFE INVESTMENT COMPANY III - ENHANCED-D G FUND |
VIDENT INTERNATIONAL EQUITY FUND - WI |
GLOBAL MACRO CAPITAL OPPORTUNITIES PORTFOLIO |
SPDR SP EMERGING MARKETS FUND |
DEUTSCHE X-TRACKERS MSCI ALL WORLD EX US HEDGED EQUITY ETF |
LACM GLOBAL EQUITY FUND L.P. |
XTRACKERS (IE) PUBLIC LIMITED COMPANY |
XTRACKERS |
FONDO CONSOLIDADO DE RESERVAS PREVISIONALES |
FIDELITY INVESTMENT FUNDS FIDELITY INDEX EMERG MARKETS FUND |
THE MASTER TRUST BANK OF JAPAN, LTD. AS TR FOR MUTB400045792 |
NN PARAPLUFONDS 1 N.V |
NORTHERN TRUST COLLECTIVE ALL COUNTRY WORLD I (ACWI) E-U F-L |
NORTHERN TRUST COLLECTIVE EMERGING MARKETS INDEX FUND-LEND |
THE MASTER TRUST BANK OF JAPAN, LTD. TRUSTEE MUTB400045794 |
ST STR MSCI ACWI EX USA IMI SCREENED NON-LENDING COMM TR FD |
ENSIGN PEAK ADVISORS,INC |
SPDR MSCI EMERGING MARKETS STRATEGICFACTORS ETF |
CONSTRUCTION BUILDING UNIONS SUPER FUND |
THE MASTER TRUST BANK OF JAP, LTD. AS TR. FOR MTBJ400045828 |
THE MASTER TRUST BANK OF JAP., LTD. AS TR. FOR MTBJ400045829 |
THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB4000 |
GWL GLOBAL INVESTMENT, LLC |
WELL MANAG FUNDS (LUXEMBOURG) - WELL EMERG MKTS R E FUND |
NAT WEST BK PLC AS TR OF ST JAMES PL ST MANAGED UNIT TRUST |
JPMORGAN DIVERSIFIED RETURN EMERGING MARKETS EQUITY ETF |
BLACKROCK A. M. S. AG ON B. OF I. E. M. E. I. F. (CH) |
LSV GLOBAL MANAGED VOLATILITY FUND |
STATE STREET GLOBAL ALL CAP EQUITY EX-US INDEX PORTFOLIO |
MEMORIAL HERMANN PENSION PLAN AND TRUST |
GENERAL ORGANISATION FOR SOCIAL INSURANCE |
LEGAL GENERAL GLOBAL EQUITY INDEX FUND |
MOBIUS LIFE LIMITED |
22 |
TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
INTERNATIONAL EXPATRIATE BENEFIT MASTER TRUST |
METALLRENTE FONDS PORTFOLIO |
WISDOMTREE ISSUER ICAV |
SPDR MSCI ACWI LOW CARBON TARGET ETF |
RUSSELL INSTITUTIONAL FUNDS, LLC-RUSSELL GLOBAL EQUITY P F |
WILMINGTON MULTI-MANAGER ALTERNATIVES FUND |
AQR FUNDS - AQR TM EMERGING MULTI-STYLE FUND |
SYNERGIE |
LATTICE EMERGING MARKETS STRATEGY ETF |
POOL REINSURANCE COMPANY LIMITED |
LEGAL GENERAL COLLECTIVE INVESTMENT TRUST |
ISHARES EDGE MSCI MULTIFACTOR EMERGING MARKETS ETF |
ISHARES EDGE MSCI MULTIFACTOR GLOBAL ETF |
GOLDMAN SACHS ETF TRUST - GOLDMAN S ACTIVEBETA E M E ETF |
RUSSELL INVESTMENT COMPANY RUSSELL MULTI-STRATEGY INCOME F |
PIMCO EQUITY SERIES: PIMCO RAE EMERGING MARKETS FUND |
RUSSELL INVESTMENT COMPANY RUSSELL TAX-MANAGED INTERNATIONAL |
PIMCO RAE EMERGING MARKETS FUND LLC |
RUSSELL INVESTMENT MANAGEMENT LTD.AS T OF THE R M-A F E FUND |
AQR UCITS FUNDS |
STATE STREET GLOBAL ADVISORS LUX SICAV - S S G E M I E FUND |
STATE STREET EMERGING MARKETS EQUITY INDEX FUND |
COLONIAL FIRST STATE INVESTMENT FUND 10 |
GMO BENCHMARK-FREE FUND, A SERIES OF GMO TRUST |
JUNTO PARTICIPACOES FIA |
THE BOARD OF THE PENSION PROTECTION FUND |
GOLDMAN S S INVESTMENT TRUST (CAYMAN ISLANDS) - M-A E V FUND |
WM POOL - EQUITIES TRUST NO. 75 |
ANALYTIC ALL COUNTRY WORLD LOW VOLATILITY EQUITY FUND LP |
FUNDAMENTAL LOW V I E M EQUITY |
NORTHERN TRUST UCITS FGR FUND |
VANGUARD INTERNATIONAL HIGH DIVIDEND YIELD INDEX F |
WELL MGT FUNDS (LUXEMBOURG) II SICAV - WELL GL M A T R FD |
FIDELITY SALEM STREET TRUST: FIDELITY SAI EMERGING M I FUND |
23 |
TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
QSMA1 LLC |
STATE STREET ICAV |
TELSTRA SUPER PTY LTD T TELSTRA S SHEME |
WISDOMTREE EMERGING MARKETS ESG FUND |
MEMORIAL HERMANN FOUNDATION |
COCA-COLA COMPANY |
BMO LOW VOLATILITY EMERGING MARKETS EQUITY ETF |
SPDR MSCI EMERGING MARKETS FOSSIL FUEL FREE ETF |
ISHARES ESG MSCI EM ETF |
FRANKLIN TEMPLETON ETF T - FRANKLIN LIBERTYQ EMERGING M ETF |
FRANKLIN TEMPLETON ETF TRUST -FRANKLIN LIBERTYQ GLOBAL E ETF |
FIDELITY SALEM STREET T: FIDELITY TOTAL INTE INDEX FUND |
PANAGORA RISK PARITY MULTI ASSET MASTER FUND, LTD |
MACKENZIE MAXIMUM DIVERSIFICATION EMERGING MARKETS INDEX ETF |
ISHARES IV PUBLIC LIMITED COMPANY |
WILMINGTON TRUST FIDUCIARY SERVICES COMPANY C I T FOR E |
CUSTODY B. OF J. LTD. RE: SMTB G. I. M. F. |
DWS I. GMBH FOR DEAM-FONDS KG-PENSIONEN |
SCHRODER EMERGING MARKET EQUITY FUND |
WELLINGTON EMERGING MARKETS EQUITY FUND (AUSTRALIA) |
LEGAL & GENERAL ICAV |
THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF MTBJ40002 |
THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF MTBJ40002 |
SEDCO CAPITAL GLOBAL FUNDS - SC GLOBAL EMERGING MARKET EQUIT |
VANGUARD INV FUNDS ICVC-VANGUARD FTSE GLOBAL ALL CAP INDEX F |
NUCLEAR LIABILITIES FUND LIMITED |
MINISTRY OF ECONOMY AND FINANCE |
PRIME SUPER |
JOHN HANCOCK FUNDS II INTERNATIONAL STRATEGIC EQUITY ALLOCAT |
INVESTORS WHOLESALE EMERGING MARKETS EQUITIES TRUST |
CITITRUST LTD A T VANGUARD FDS SERIES VANGUARD INCOME FUND |
CITITRUST LTD A T VANG FDS S - VANGUARD MODERATE GROWTH FUND |
CITITRUST LIM AS TR OF BLACK PREMIER FDS- ISH WOR EQU IND FD |
FIDELITY SALEM STREET TRUST: FIDELITY FLEX INTERNATIONAL IND |
24 |
TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
PRUDENTIAL ASSURANCE COMPANY SINGAPORE (PTE) LTD |
ARIEL INTERNATIONAL DM/EM LLC |
HARTFORD MULTIFACTOR LOW VOLATILITY INTERNATIONAL EQUITY ETF |
FIDELITY SALEM STREET TRUST: FIDELITY INTERNATIONAL SUSTAINA |
HIGHLAND PUBLIC INFLATION HEDGES FUND |
LAZARD GLOBAL MANAGED VOLATILITY FUND |
WELLS FARGO FACTOR ENHANCED EMERGING MARKETS PORTFOLIO |
ISHARES MSCI EMERGING MARKETS EX CHINA ETF |
PIMCO EQUITY SERIES: PIMCO RAFI DYNAMIC MULTI-FACTOR EMERGIN |
SPARTAN GROUP TRUST FOR EMPLYEE BENEFIT PLANS: SPARTAN EMERG |
BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND |
EMERGING MARKETS EQUITY INDEX MASTER FUND |
EMERGING MARKETS EQUITY INDEX ESG SCREENED FUND B |
EMERGING MARKETS INDEX NON-LENDABLE FUND |
EMERGING MARKETS INDEX NON-LENDABLE FUND B |
SEI INSTITUCIONAL INVESTMENT TRUST - WORLD S. E. F. |
NEW SOUTH WALLES TR CORP AS TR FOR THE TC EMER MKT SHAR FUND |
RUSSELL INVESTMENT MANAGEMENT LTD AS TRUSTEE OF THE RUSSELL |
FIDELITY INTERNATIONAL LOW VOLATILITY EQUITY INSTITUTIONAL T |
LEGAL GENERAL SCIENTIFIC BETA EMERGING MARKETS FUND, LLC |
INVESCO PUREBETASM FTSE EMERGING MARKETS ETF |
FRANKLIN LIBERTYSHARES ICAV |
AQR INNOVATION FUND, L.P. |
THE MASTER TRUST BANK OF JAPAN, LTD. AS TRU FO MTBJ400045849 |
THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ4000 |
AAM SP EMERGING MARKETS HIGH DIVIDEND VALUE ETF |
VICTORYSHARES USAA MSCI E. M. VALUE M. ETF |
FRANKLIN LIBERTYQT EMERGING MARKETS INDEX ETF |
FRANKLIN TEMPLETON ETF TRUST - FRANKLIN FTSE BRAZI |
NATIONAL PENSION INSURANCE FUND LEGAL GEN FUTURE WRD CLIMATE CHANGE EQTY FACTORS IND FUND |
MGTS AFH DA GLOBAL EMERGING MARKETS EQUITY FUND |
VANGUARD EMERGING MARKETS STOCK INDEX FUND |
ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND |
25 |
TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
COLONIAL FIRST STATE INVESTMENT FUND 50 |
PARAMETRIC TMEMC FUND, LP |
VANECK VECTORS MSCI MULTIFACTOR EMERGING MARKETS E |
PFM MULTI-MANAGER SERIES TRUST - PFM MULTI-MANAGER |
VARIABLE INSURANCE PRODUCTS FUND II: INTERNATIONAL |
DEUTSCHE ASSET MANAGEMENT S.A. FOR ARERO - DER WEL |
MSCI EQUITY INDEX FUND B - BRAZIL |
SUNAMERICA SERIES TRUST SA EMERGING MARKETS EQUITY |
PENTEGRA DEFINED BENEFIT PLAN FOR FINANCIAL INSTIT |
MSCI ACWI EX-U.S. IMI INDEX FUND B2 |
LAERERNES PENSION FORSIKRINGSAKTIESELSKAB |
FIDELITY CONCORD STREET TRUST: FIDELITY ZERO INT. INDEX FUND |
NATIONAL WESTMINSTER BANK PLC AS TRUSTEE OF ST. JA |
WISDOMTREE EMERGING MARKETS MULTIFACTOR FUND |
VANGUARD ESG INTERNATIONAL |
INTERNATIONAL RESEARCH EQUITY EXTENDED FUND USB, L |
VERDIPAPIRFONDET KLP AKSJE FREMVOKSENDE MARKEDER F |
CLARITAS QUANT MASTER FIM |
ISHARES (DE) I INVESTMENTAKTIENGESELLSCHAFT MIT TG |
FRANKLIN TEMPLETON ETF TRUST - FRANKLIN FTSE LATIN |
XTRACKERS MSCI ACWI EX USA ESG LEADERS EQUITY ETF |
WELLINGTON TRUST COMPANY, NATIONAL ASSOCIATION MUL |
ABERDEEN MANAGED DISTRIBUTION FUND |
GARD UNIT TRUST |
LVIP SSGA EMERGING MARKETS EQUITY INDEX FUND |
XTRACKERS MSCI EMERGING MARKETS ESG LEADERS EQUITY |
AVIVA I INVESTMENT FUNDS ICVC - AVIVA I INTERNATIONAL I T F |
LSV EMERGING MARKETS EQUITY FUND USA |
SYMMETRY PANORAMIC GLOBAL EQUITY FUND |
SYMMETRY PANORAMIC INTERNATIONAL EQUITY FUND |
FIDELITY SALEM STREET TRUST: FIDELITY SAI EMERGING |
DESJARDINS RI EMERGING MARKETS MULTIFACTOR - LOW C |
DESJARDINS RI GLOBAL MULTIFACTOR - FOSSIL FUEL RES |
VANGUARD FIDUCIARY TRT COMPANY INSTIT T INTL STK MKT INDEX T |
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
SEI GLOBAL MASTER FUND PLC - THE SEI FACTOR ALLOCA |
KRANESHARES MSCI EMERGING MARKETS EX CHINA INDEX E |
BLACKROCK MSCI ACWI EX USA DIVERSIFIED FACTOR MIX FUND |
FIDELITY COVINGTON TRUST: F. E. M. M. ETF |
PHILADELPHIA GAS WORKS PENSION PLAN |
FIDEICOMISO FAE |
PENSIOENFONDS WERK EN (RE)INTERGRATIE |
CHUBB CORPORATION MASTER RETIREMENT TRUST |
BRIGHTHOUSE FUNDS TRUST I-SSGA EMERGING MARKETS EN |
HARTFORD GLOBAL IMPACT FUND |
MERCER UCITS COMMON CONTRACTUAL FUND |
ABERDEEN INVESTMENT FUNDS UK ICVC II - ABERDEEN EM |
AQR LUX FUNDS II - AQR STYLE PREMIA: ALL COUNTRY EQUITY FUND |
FLEXSHARES EMERGING MARKETS QUALITY LOW VOLATILITY INDEX FUN |
LGPS CENTRAL ALL WORLD EQUITY CLIMATE MULTI FACTOR |
FIDELITY SUSTAINABLE WORLD ETF |
RUSSELL INVESTMENTS YIELD OPPORTUNITIES POOL |
STICHTING BLUE SKY LIQUID ASSET FUNDS |
VANGUARD ACTIVE EMERGING MARKET EQUITY FUND |
DFC EMERGING MARKETS EQUITY FUND |
NBIMC LOW VOLATILITY EMERGING MARKETS EQUITY FUND |
RBC QUANT EMERGING MARKETS EQUITY LEADERS ETF |
SUN LIFE SCHRODER EMERGING MARKETS FUND |
GOLDMAN SACHS ETF TRUST - GOLDMAN SACHS EMERGING M |
VANGUARD INTERNATIONAL CORE STOCK FUND |
SSTL AS DEPOSITARY OF FP BRUNEL PENSION PARTNERSHI |
SPARTAN GROUP TRUST FOR EMPLOYEE BENEFIT PLANS: SP |
ALLIANZ GLOBAL INVESTORS FUND - ALLIANZ BEST STYLE |
CALVERT EMERGING MARKETS ADVANCEMENT FUND |
GOLDMAN SACHS ETF ICAV ACTING SOLELY ON BEHALF OF |
KAPITALFORENINGEN INVESTIN PRO, GLOBALE AKTIER IND |
THRIVENT CORE EMERGING MARKETS EQUITY FUND |
TRANSAMERICA EMERGING MARKETS OPPORTUNITIES |
ASSET MANAGEMENT EXCHANGE UCITS CCF |
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
VANGUARD F. T. C. INST. TOTAL INTL STOCK M. INDEX TRUST II |
ISHARES ESG MSCI EM LEADERS ETF |
1895 FONDS FGR |
GMO C FD MASTER P,A SERIES OF GMO OFFSHORE MASTER P V LTD |
BLK MAGI FUND |
KAPITALFORENINGEN EMD INVEST, EMERGING MARKETS IND |
WELLINGTON MANAGEMENT FUNDS (LUXEMBOURG) III SICAV |
FIDELITY SALEM STREET TRUST: FIDELITY SAI EMERGING |
LEGAL GENERAL CCF |
VANGUARD INVESTMENT SERIES PLC / VANGUARD ESG EMER |
STICHTING PENSIOENFONDS PGB |
KAPITALFORENINGEN PENSAM INVEST, PSI 3 GLOBALE AKTIER 3 |
ISHARES ESG ADVANCED MSCI EM ETF |
ARERO - DER WELTFONDS -NACHHALTIG |
COMMONSPIRIT HEALTH OPERATING INVESTMENT POOL, LLC |
DIMENSIONAL EMERGING CORE EQUITY MARKET ETF OF DIM |
JOHN HANCOCK TRUST COMPANY COLLECTIVE INVESTMENT T |
NATIONAL EMPLOYMENT SAVINGS TRUST |
MAP INSTITUTIONAL LLC 800 SERIES |
DESJARDINS RI EMERGING MARKETS - LOW CO2 INDEX ETF |
LGPS CENTRAL GLOBAL MULTI FACTOR EQUITY INDEX FUND |
IMCO EMERGING MARKETS PUBLIC EQUITY LP |
SCOTTISH WIDOWS MANAGED INVESTMENT FUNDS ICVC -INT |
MINEWORKERS PENSION SCHEME |
VANGUARD FUNDS PLC / VANGUARD ESG GLOBAL ALL CAP U |
HSBC BANK PLC AS TRUSTEE OF STATE STREET AUT EMERG |
BRITISH COAL STAFF SUPERANNUATION SCHEME |
QIC LISTED EQUITIES FUND |
JNL EMERGING MARKETS INDEX FUND |
WISDOMTREE EMERGING MARKETS EFFICIENT CORE FUND |
INVESCO MSCI EMERGING MARKETS ESG UNIVERSAL SCREEN |
PAX GLOBAL SUSTAINABLE INFRASTRUCTURE FUND |
RUSSELL INVESTMENTS CANADIAN DIVIDEND POOL |
CIBC EMERGING MARKETS EQUITY INDEX ETF |
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MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
NEW AIRWAYS PENSION SCHEME |
LGIASUPER TRUSTEE |
MACQUARIE MULTI-FACTOR FUND |
MACQUARIE TRUE INDEX EMERGING MARKETS FUND |
CUSTODY BANK OF JAPAN, LTD. RE: SMTB DAIWA/WELLING |
FLEXSHARES EMERGING MARKETS LOW VOLATILITY CLIMATE |
INVESCO RAFI FUNDAMENTAL GLOBAL INDEX TRUST |
NORTHERN TRUST COLLECTIVE EMERGING MARKETS EX CHIN |
STICHTING JURIDISCH EIGENAAR ACHMEA INVESTMENT MAN |
COMMONWEALTH GLOBAL SHARE FUND 16 |
COLONIAL FIRST STATE WHOLESALE INDEXED GLOBAL SHAR |
SPDR BLOOMBERG SASB EMERGING MARKETS ESG SELECT ET |
TRINITY COLLEGE CAMBRIDGE |
ALLIANZ GL INVESTORS GMBH ON BEHALF OF ALLIANZGI-FONDS DSPT |
AUSTRALIANSUPER PTY LTD AS TRUSTEE FOR AUSTRALIASUPER |
AVIVA INVESTORS |
AVIVA LIFE PENSIONS UK LIMITED |
BK OF BERMUDA (GR) LTD AS TR OF SH EM MKT FD |
BK OF BER (GUE) LMT AS TR SCHO INT DV MKT FD |
BLACKROCK ASSET MANAG IR LT I ITS CAP A M F T BKR I S FD |
ISHARES EMERGING MARKETS IMI EQUITY INDEX FUND BUREAU OF LABOR FUNDS - LABOR INSURANCE FUND |
FORSTA AP-FONDEN |
H.E.S.T. AUSTRALIA LIMITED BUREAU OF LABOR FUNDS - LABOR PENSION FUND BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND |
MANAGEMENT BOARD PUBLIC SERVICE PENSION FUND NEW YORK STATE COMMON RETIREMENT FUND |
SAS TRUSTEE CORPORATION POOLED FUND SBC MASTER PENSION TRUST SCHRODER GLOBAL EMERGING MARKETS FUND |
SCHRODER GLOBAL EMERGING MARKETS FUND (AUSTRALIA) |
SCHRODER INTERNATIONAL SELECTION FUND |
SCHRODER INTL SELECTION FD-EMERGING MKTS |
SCHRODER LATIN AMERICAN EMERGING MARKETS FUND |
SOUTHERN COMPANY SYSTEM MASTER RETIREMENT |
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MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
STATE OF WYOMING | |
STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL | |
STICHTING PENSIOENFONDS MEDISCH SPECIALISTEN | |
STICHING PENSIOENFONDS VOOR HUISARTSEN | |
THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST | |
VANGUARD EMERGING MARKETS SHARES INDEX FUND | |
VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F |
Physically present:
SP TELECOMUNICAÇÕES PARTICIPAÇÕES LTDA. TELEFÓNICA LATINOAMÉRICA HOLDING, S.L. TELEFÓNICA S.A. TELEFÓNICA CHILE S.A. (p.p. Carolina Simões Cardoso)
|
30 |
TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
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TELEFÓNICA LATINOAMÉRICA HOLDING, S.L. TELEFÓNICA S.A. Represented by Santander Caceis Brasil DTVM S.A. (p.p. Carolina Simões Cardoso)
|
HYDROCENTER – VÁLVULAS, TUBOS E CONEXÕES LTDA. (p.p. Alexandre Pedercini Issa)
|
ABERDEEN LATIN AMERICAN INCOME FUND LLC ABERDEEN STANDARD SICAV I - DIVERSIFIED INCOME FUND ABERDEEN STANDARD SICAV I - EMERGING MARKETS INFRASTRUCTURE EQUITY FUND ABERDEEN STANDARD SICAV I - LATIN AMERICAN EQUITY FUND BEST INVESTMENT CORPORATION Represented by BANCO BNP PARIBAS BRASIL S.A. (p.p. Karina Francisca de Andrade)
|
AMUNDI ESG GLOBAL LOW CARBON FUND |
AMUNDI FUNDS AMUNDI INDEX SOLUTIONS GLOBAL MULTI-FACTOR EQUITY FUND LUX IM MOST DIVERSIFIED PORTFOLIO SICAV Represented by SANTANDER CACEIS BRASIL DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A. (p.p. Karina Francisca de Andrade) |
CITIBANK N.A. |
Represented by CITIBANK DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A. (p.p. Karina Francisca de Andrade)
|
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
Others: Cremênio Medola Netto – Fiscal Council member Charles Edwards Allen – Fiscal Council member Carlos Cesar Mazur – Company’s Accountant Sergio Eduardo Zamora - PricewaterhouseCoopers Auditores Independentes
|
I hereby certify that this is a faithful copy of the minutes of the 24th Ordinary Shareholders’ Meeting and the 53rd Extraordinary Shareholders’ Meeting held on April 26, 2022, drawn up in the Company's records.
______________________________________________
Carolina Simões Cardoso
Meeting Secretary
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
Exhibit A - Synthetic Final Voting Map
APPROVE | REJECT | ABSTAIN | |
AT THE ORDINARY SHAREHOLDERS’ MEETING | Number of Common Shares | Number of Common Shares | Number of Common Shares |
(1) receive the accounts rendered by the management, as well as examine, discuss and vote on the Financial Statements for the year ended December 31, 2021. | 1,481,825,196 | 296,667 | 34,027,153 |
(2) Resolve on the allocation of income for the fiscal year ended December 31, 2021 and the distribution of dividends to the Company’s shareholders, according to the Management Proposal disclosed. | 1,513,793,563 | 30,434 | 4,313,821 |
(3) Define the number of members to compose the Board of Directors at 12 (twelve) members, according to the Management Proposal disclosed. | 1,483,594,771 | 30,103,206 | 4,430,145 |
(4) Elect the members of the Board of Directors. | See table below | See table below | See table below |
(5) elect the members of the Fiscal Council. | See table below | See table below | See table below |
(6) Define the amount of the global annual remuneration of the directors and members of the Fiscal Council for the 2022 fiscal year, according to the Management Proposal disclosed. | 1,408,059,933 | 105,142,242 | 4,918,917 |
AT THE EXTRAORDINARY SHAREHOLDERS’ MEETING | Number of Common Shares | Number of Common Shares | Number of Common Shares |
(1) Approve the amendment of Article 5, caput, of the Company’s Bylaws, which deals with the social capital, to reflect the new number of shares in which the Company’s share capital is divided, due to the cancellation of part of the common shares held in treasury. | 1,519,484,286 | 56,400 | 4,468,091 |
(2) Approve the consolidated Bylaws, in order to reflect the above amendment. | 1,519,484,198 | 56,469 | 4,468,098 |
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
(4) ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS | APPROVE | REJECT | ABSTAIN |
(I) Separetely election – minoritary shareholders | Number of Common Shares | Number of Common Shares | Number of Common Shares |
Request the adoption of the election process separately | 4,530,016 | 42,022,822 | 227,026,157 |
(II) Election per multiple votes | Number of Common Shares | Number of Common Shares | Number of Common Shares |
Request the adoption of the election process per multiple votes | 10,193,066 | 61,578,468 | 202,101,006 |
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
ELECTION – BOARD OF DIRECTORS | APPROVE Number of Common Shares | REJECT Number of Common Shares | ABSTAIN Number of Common Shares |
Voting of twelve candidates nominated by controlling shareholders: | |||
Eduardo Navarro de Carvalho | 1,494,281,639 | 19,444,886 | 4,401,627 |
Francisco Javier de Paz Mancho | 1,466,190,722 | 47,536,347 | 4,401,189 |
Ana Theresa Masetti Borsari | 1,513,688,776 | 39,971 | 4,399,528 |
José Maria Del Rey Osorio | 1,509,993,643 | 3,730,951 | 4,401,581 |
Christian Mauad Gebara | 1,513,687,621 | 38,293 | 4,401,782 |
Claudia Maria Costin | 1,513,690,064 | 37,934 | 4,399,722 |
Juan Carlos Ros Brugueras | 1,509,993,831 | 3,731,031 | 4,401,896 |
Jordi Gual Solé | 1,513,690,374 | 36,229 | 4,401,355 |
Ignácio Moreno Martínez | 1,511,482,242 | 2,243,425 | 4,401,106 |
Alfredo Arahuetes García | 1,513,687,600 | 37,447 | 4,401,798 |
Andrea Capelo Pinheiro | 1,513,690,392 | 37,251 | 4,399,045 |
Solange Sobral Targa | 1,512,103,704 | 1,490,400 | 4,531,404 |
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
ELECTIONS – FISCAL COUNCIL | APPROVE Number of Common Shares | REJECT Number of Common Shares | ABSTAIN Number of Common Shares |
(5) Elect members of the Fiscal Council – nomination of candidates to the Fiscal Council: | |||
(i) Voting of two effective candidates and respective alternatives nominated by controlling shareholders | |||
- Cremênio Medola Netto (effective) and Juarez Rosa da Silva (alternative) | 1,513,489,381 | 207,311 | 4,418,277 |
- Charles Edwards Allen (effective) and Stael Prata Silva Filho (alternative) | 1,513,496,401 | 202,421 | 4,417,689 |
(ii) Voting of one effective candidate and respective alternative, separetely by the minority shareholders, pursuant to the the Brazilian Corporate Law: | |||
- Gabriela Soares Pedercini (effective) and Alexandre Pedercini Issa (alternative) | 2,039,312 | 0 | 271,836,080 |
Board:
___________________________________ Breno Rodrigo Pacheco de Oliveira Meeting Chairman | ___________________________________ Carolina Simões Cardoso Meeting Secretary |
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
|
Exhibit D
CONSOLIDATED BYLAWS OF
TELEFÔNICA BRASIL S.A.
CHAPTER I - CHARACTERISTICS OF THE COMPANY
LEGAL ARRANGEMENT
Art. 1 –Telefonica Brasil S.A. is a corporation, governed by these Bylaws and other applicable legal provisions, with an undetermined duration.
CORPORATE PURPOSE
Art. 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.
Sole Paragraph - In achieving its corporate purpose, the Company may incorporate into its equity assets and rights of third parties, as well as:
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
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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;
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.
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HEADQUARTERS
Art. 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.
CHAPITER II - CAPITAL
AUTHORIZED CAPITAL
Art. 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 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
Art. 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 seventy-six million, nine hundred thirty-eight thousand, two hundred and twenty-one (1,676,938,271) 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.
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CHAPTER III – THE SHARES
COMMON SHARES
Art. 6 - Each common share corresponds to one vote in the resolutions of the General
Meetings of Shareholders.
CHAPTER IV – THE GENERAL MEETING
Art. 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.
Art. 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.
Art. 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.
Art. 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.
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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
Art. 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.
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BOARD OF DIRECTORS
COMPOSITION
Art. 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.
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
Art. 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.
Art. 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
Art. 15 - The Board of Directors is responsible for:
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(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;
(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;
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(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;
(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);
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(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.
Art. 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.
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MEETINGS
Art. 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
Art. 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 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
aforementioned positions.
Paragraph 2 - The same Officer may be elected to simultaneously hold the duties of more than one office on the Executive Board.
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Art. 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
Art. 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;
(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;
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(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 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.
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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;
(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
Art. 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;
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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
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;
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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;
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 – FISCAL COUNCIL
Art. 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.
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CHAPTER VII - THE FISCAL YEAR AND FINANCIAL STATEMENTS
FISCAL YEAR
Art. 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
Art. 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.
Art. 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 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.
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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 24th ORDINARY SHAREHOLDERS’ MEETING AND THE 53rd EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON APRIL 26, 2022
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Sole Paragraph - Interim dividends distributed under the terms of this article shall be imputed to the mandatory minimum dividend.
Art. 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
Art. 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.
Art. 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.
Art. 29 - In all that is omitted from these Bylaws, the Company shall be governed by the
applicable provisions of law.
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Mesa:
______________________________ Breno Rodrigo Pacheco de Oliveira Meeting Chairman | ___________________________________ Carolina Simões Cardoso Meeting Secretary |
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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.
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| TELEFÔNICA BRASIL S.A. | |||
Date: | April 26, 2022 |
| By: | /s/ João Pedro Carneiro | |
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| Name: | João Pedro Carneiro |
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| Title: | Investor Relations Director |