Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
15 12월 2023 - 6:45AM
Edgar (US Regulatory)
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 December, 2023
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:
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):
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):
TELEFÔNICA BRASIL S.A.
Publicly Held Company
CNPJ No. 02.558.157/0001-62
NIRE No. 35.3.0015881-4
MINUTES OF THE 457th BOARD OF DIRECTORS’
MEETING OF TELEFÔNICA BRASIL S.A. HELD ON DECEMBER 14th, 2023
1.
DATE, TIME AND VENUE: On December 14th,
2023, at 12:50 p.m. (São Paulo local time), held remotely, as provided for in Article 19, first Paragraph of the Internal Rules
of the Board of Directors and the Technical and Consultant Committees of Telefônica Brasil S.A. (“Company”).
2.
CALL NOTICE AND ATTENDANCE: The call was made
pursuant to the Company’s Bylaws. The members of the Board of Directors, who subscribe these minutes, were present, establishing,
therefore, quorum in accordance with the Bylaws. Also present were the CFO and Investor Relations Officer, Mr. David Melcon Sanchez-Friera;
and the General-Secretary and Legal Officer, Mr. Breno Rodrigo Pacheco de Oliveira, as the meeting Secretary.
3.
PRESIDING BOARD: Eduardo Navarro de Carvalho
– Chairman of the Board of Directors; Breno Rodrigo Pacheco de Oliveira – Meeting Secretary.
4.
AGENDA AND RESOLUTION: After examining and
deliberating on the matter in the Agenda, the members present of the Board of Directors unanimously decided as follows:
4.1. Statement of Interest on Capital: The proposal to
declare Interest on Capital (“IoC”) based on the balance sheet of November 30th, 2023, in the gross
amount of R$ 850,000,000.00, corresponding to R$ 722,500,000.00 net of withholding income tax, was approved. The gross amount
of the IoC per share is equivalent to R$ 0.514122085701, of which R$ 0.437003772841 net of income tax.
The IoC shall be credited individually to the shareholders,
in accordance with the shareholding position in the Company’s records at the end of December 26th, 2023. As of December
27th, 2023, the shares will be negotiated as “ex-IoC”.
1 The amount
per share was calculated considering the shareholding position of 11.30.2023. Due to the Company’s Share Buyback Program, the value
per share may suffer changes, considering the shareholding base of 12.26.2023.
TELEFÔNICA BRASIL S.A.
Publicly Held Company
CNPJ No. 02.558.157/0001-62
NIRE No. 35.3.0015881-4
MINUTES OF THE 457th BOARD OF DIRECTORS’
MEETING OF TELEFÔNICA BRASIL S.A. HELD ON DECEMBER 14th, 2023
The IoC net amount will be included in the minimum mandatory
dividend for fiscal year ending on December 31st, 2023, ad referendum to the General Meeting of Shareholders to be held in
2024. The payment of this proceeds will be made by April 30th, 2024, with the Company’s Executive Board being responsible
for setting the exact date.
5.
CLOSING:
There being no further matters to discuss, the Chairman of the Board of Directors declared the meeting adjourned and these minutes were
drawn up. São Paulo, December 14th, 2023. (aa) Eduardo Navarro de Carvalho – Chairman of the Board of Directors;
Alfredo Arahuetes García; Ana Theresa Masetti Borsari; Andrea Capelo Pinheiro; Christian Mauad Gebara; Denise Soares dos Santos;
Francisco Javier de Paz Mancho; Ignácio Moreno Martínez; Jordi Gual Solé; José María Del Rey Osorio;
Juan Carlos Ros Brugueras; and Solange Sobral Targa. Meeting Secretary: Breno Rodrigo Pacheco de Oliveira.
I hereby certify that these minutes are a faithful
copy of the minutes of the 457th Meeting of the Board of Directors of Telefônica Brasil S.A., held on December 14th,
2023, drawn up in the Company’s book. This is a free English translation.
_______________________________
Breno Rodrigo Pacheco de Oliveira
Secretary of the Board of Directors |
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: |
December 14, 2023 |
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By: |
/s/ João Pedro Carneiro |
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Name: |
João Pedro Carneiro |
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Title: |
Investor Relations Director |
Telefonica Brasil (NYSE:VIV)
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