VIV Telefonica Brasil SA

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 January, 2024

Commission File Number: 001-14475

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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)

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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):

 

 

 

 

 

 

1.             DATE, TIME, AND VENUE: On January 24^th, 2024, at 2:00 p.m., at the headquarters of Telefônica Brasil S.A. (“Company”), located at Avenida Engenheiro Luiz Carlos Berrini, 1376, Bairro Cidade Monções, city of São Paulo, state of São Paulo.

 

2.            CALL NOTICE: A call notice was published in the newspaper Valor Econômico on November 17, 18/19/20, and 21, 2023, pages A12, C3, and A6, respectively, with simultaneous release of the publication online on the page of said newspaper.

 

3.            PUBLICATIONS: All documents related to the subject matters to be resolved on in this Extraordinary Shareholders Meeting (“Meeting”), as set forth in CVM Resolution No. 81/22, as amended (“RCVM 81”), were provided to the shareholders on the Company’s websites (ri.telefonica.com.br), of the Securities and Exchange Commission – CVM (www.gov.br/cvm) and of B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br).

 

4.             ATTENDANCE: This Meeting was attended, on first call, by shareholders representing approximately 90.1% of the common shares issued by the Company, which are included in the Shareholders' Attendance Register No. 004 and considering the valid remote voting bulletins received through Banco Bradesco S.A., as bookkeeper of the Company's shares, pursuant to RCVM 81, according to the summary voting map consolidating the votes cast remotely, disclosed on January 23, 2024 (“Consolidated Remote Voting Map”). Therefore, there is legal quorum to open this Meeting and resolve on the items included in the agenda.

 

Mr. Breno Rodrigo Pacheco de Oliveira, the Company's General Secretary and Legal Director; and Mr. Stael Prata Silva Filho and Mrs. Luciana Doria Wilson, members of the Fiscal Board, were also present to provide any necessary clarifications.

 

5.            PRESIDING BOARD: Breno Rodrigo Pacheco de Oliveira - Chairperson of the Meeting; and Nathalia Pereira Leite – Secretary of the Meeting.

 

6.            AGENDA:

6.1.

Deliberate on the reduction of the Company's capital stock, in the amount of one billion and five hundred million reais (R$1,500,000,000.00), without the cancellation of shares, upon refund of amounts to shareholders, pursuant to Article 173 of Law No. 6.404, of December 15, 1976, as amended (“Corporations Law”);

 

6.2.

Amend Article 5, caput, of the Company's Bylaws to reflect the new value of its capital stock as a result of the proposal contained in item 6.1 above, if approved;

 

6.3.

Restate the Company’s Bylaws, in order to reflect the amendment proposed in item 6.2 above, if approved; and

 

6.4.

Authorize the Company's management to perform all necessary acts for the conclusion of the resolutions above.

 

7. RESOLUTIONS:

 

The Chairperson clarified that, as everyone was aware, the main purpose of the Meeting was to discuss and resolve on the proposal to reduce the Company's capital stock, in the amount of one billion and five hundred million reais (R$1,500,000,000.00), without the cancellation of shares, upon reimbursement of funds to shareholders, as it was considered excessive, pursuant to Article 173 of the Corporation Law.

 

Additionally, the Chairperson noted that the matter had been previously analyzed by the Audit and Control Committee, by the Fiscal Board, and by the Company's Board of Directors, which were in favor of all items of the agenda for which they were responsible.

 

Finally, the Chairperson informed that the documentation relevant to this Meeting was available to the shareholders. The attending shareholders agreed with (i) the waiver of the reading of the documents, as they were fully knowns by all, as well as of the Consolidated Remote Voting Map, which were available for consultation, and (ii) the drawing up of these minutes in summary form, pursuant to art. 130, paragraph 1, of the Corporations Law, and any documents or proposals submitted to the meeting, as well as the voting or dissenting declarations will be numbered in sequence, authenticated by the presiding board and by any shareholder that requests it, being shelved at the Company’s principal place of business.

 

After examining and discussing the items of the agenda, the attending shareholders resolved as follows:

 

(1)       Deliberate on the reduction of the Company's capital stock, in the amount of one billion and five hundred million reais (R$1,500,000,000.00), without the cancellation of shares, upon reimbursement of funds to shareholders, pursuant to Article 173 of the Corporations Law.

 

The abstentions (according to the final summary voting map contained in Exhibit A to these minutes) were registered and the reduction of the Company's capital stock, in the amount of one billion and five hundred million reais (R$1,500,000,000.00), without the cancellation of shares, was approved, by majority of votes, as it was considered excessive, pursuant to Article 173 of the Corporation Law, so that the number of shares and the percentage of shareholders' interest in the Company's capital stock will remain unchanged. As a result, the Company's capital stock will be changed from sixty-three billion, five hundred and seventy-one million, four hundred and fifteen thousand, eight hundred and sixty-five reais and nine centavos (R$63,571,415,865.09) to sixty-two billion, seventy-one million, four hundred and fifteen thousand, eight hundred and sixty-five reais and nine centavos (R$62,071,415,865.09).

 

The Reduction will be achieved through a reimbursement to shareholders, in local currency, in the amount of R$0.90766944153 per common share issued by the Company, considering the number of common shares issued by the Company outstanding on this date, which already reflects the cancellation of certain shares issued by the Company held in treasury, carried out on December 22, 2023, according to the Material Fact disclosed on December 26, 2023. Due to the Company's Share Buyback Program, said amount per common share may change considering the Company's shareholding base to be verified on April 10, 2024.

 

Thus, the shareholding position to be considered to receive the resources resulting from the Reduction will be provided for in the Company's records at the end of April 10, 2024, and, after this date, the shares issued by the Company will be considered ex-reimbursement rights.

 

The resources resulting from the Reduction will be paid in a single installment, until July 31, 2024, on a date yet to be determined by the Company's Management, each shareholder individually and in proportion to their respective participation in the Company's share capital, in accordance with the liquidation procedures established by B3 S.A. – Brasil, Bolsa, Balcão (“B3”) and the bookkeeper institution of the Company's shares, as applicable.

 

The capital reduction will become effective after sixty (60) days period of opposition by creditors, beginning on the publication of these minutes, as provided for in Article 174 of the Corporations Law.

 

 

(2)       Amend Article 5, caput, of the Company's Bylaws to reflect the new value of its capital stock as a result of the proposal contained in item 1 above, if approved.

 

By majority of votes, the abstentions (according to the final summary voting map provided for in Exhibit A to these minutes) were registered and the amendment to Article 5, main section, of the Company's Bylaws was approved to reflect the new value of its capital stock as a result of the capital reduction approved in item 1 above, so that, after the expiry of the sixty (60) days period of opposition by creditors, provided for in Article 174 of the Corporations Law, Article 5 of the Bylaws will come into force with the following wording:

 

“Art. 5 - The fully paid-up and subscribed capital is sixty-two billion, seventy-one million, four hundred and fifteen thousand, eight hundred and sixty-five reais and nine centavos (R$62,071,415,865.09), divided into one billion, six hundred and sixty-three million, five hundred and fifty-six thousand, seven hundred and thirty-one (1,663,556,731) shares, all common, book-entry shares, without par value.

 

Sole Paragraph - The shares will be held in a deposit account in a financial institution in the name of their holders, without the issue of certificates.”

 

(3)    Restate the Bylaws, in order to reflect the amendment proposed in item 2 above, if approved.

 

By majority of votes, the abstentions (according to the final summary voting map provided for in Exhibit A to these minutes) were registered and the restatement of the Company's Bylaws was approved, which will come into force with the wording provided for in Exhibit B to these minutes.

 

(4)     Authorize the Company's management to perform all necessary acts for the conclusion of the resolutions above.

 

By majority of votes, the abstentions (according to the final summary voting map provided for in Exhibit A to these minutes) were registered and the authorization to the Company's directors to practice all acts necessary to carry out the resolutions above was approved, including and especially the publication of these minutes in the widely circulated newspaper used by the Company, for the purposes of Article 174 of the Corporations Law.

 

8. VOTING MAP: As per Article 33, paragraph 4, of CVM Resolution No. 80/22, of March 29, 2022, as amended, the final summary voting map is executed by the Meeting’s Chairperson and by Secretary, indicating the quantities of approvals, rejection and abstentions that each resolution received and is part of these minutes as its Exhibit A.

 

9. CLOSING: There being nothing further to discuss, the Chairperson of the Meeting declared the meeting closed and ordered the suspension of the meeting in order to draw up the minutes in summary form. It was also noted that the shareholders' signatures shall be omitted in the publication of the minutes. The minutes were read, approved, and signed by the members of the Presiding Board, as well as by the attending shareholders and other members identified below, already considering the shareholders that voted remotely, pursuant to article 47, paragraph 1, of RCVM 81.

Presiding Board: (aa) Breno Rodrigo Pacheco de Oliveira – Chairperson of the Meeting and Management Representative; Nathalia Pereira Leite – Secretary of the Meeting

 

 

 

 

Shareholders:

 

Those in attendance via remote voting bulletin, pursuant to article 47, paragraph 1, of RCVM 81: 

 

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AMONIS NV ANDRA AP-FONDEN AQR INNOVATION FUND, L.P. AQR LUX FUNDS II - AQR STYLE PREMIA: ALL COUNTRY EQUITY FUND AQR UCITS FUNDS AQUARIUS INTERNATIONAL FUND ARERO - DER WELTFONDS -NACHHALTIG ARIEL GLOBAL FUND ARIEL INTERNATIONAL DM/EM LLC ARIZONA PSPRS TRUST ARROWSTREET (DELAWARE) ALPHA EXTENSION FUND L.P. ARROWSTREET (DELAWARE) L/S FUND L.P. ARROWSTREET ACWI REDUCED CARBON ALPHA EXTENSION TR ARROWSTREET CAPITAL COPLEY FUND LIMITED ARROWSTREET CAPITAL GLOBAL EQUITY LONG/SHORT FUND LIMITED ARROWSTREET CLARENDON TRUST FUND ARROWSTREET EMERGING MARKET ALPHA EXTENSION TRUST ARROWSTREET EMK ALPHA EXTENSION FUND L.P. ARROWSTREET GLOBAL MINIMUM VOLATILITY ESG ALPHA EX ASCENSION ALPHA FUND, LLC ASSET MANAGEMENT EXCHANGE UCITS CCF ASTERIA FUNDS - PEOPLE IMPACT GLOBAL EQUITIES AUSTRALIANSUPER PTY LTD AS TRUSTEE FOR AUSTRALIASUPER AVADIS FUND - AKTIEN EMERGING MARKETS INDEX AVIVA I INVESTMENT FUNDS ICVC - AVIVA I INTERNATIONAL I T F AVIVA INVESTORS AVIVA LIFE PENSIONS UK LIMITED AWARE SUPER PTY LTD AXA INVESTMENT MANAGERS SCHWEIZ AG ON BEHALF OF AX AXA WORLD FUNDS - FRAMLINGTON EMERGING MARKETS BAPTIST HEALTH SOUTH FLORIDA, INC. BARCLAYS MULTI-MANAGER FUND PUBLIC LIMITED COMPANY BEWAARSTICHTING NNIP I BLACKROCK A. M. S. AG ON B. OF I. E. M. E. I. F. (CH) BLACKROCK ADVANTAGE E. M. FUND OF BLACKROCK FUNDS BLACKROCK ASSET MANAG IR LT I ITS CAP A M F T BKR I S FD BLACKROCK BALANCED CAPITAL PORTFOLIO OF BLACKROCK SERIES FUN BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND

 

 

BLACKROCK DEFENSIVE ADVANTAGE EMERGING MARKETS FUN BLACKROCK GL ALLOCATION PORTFOLIO OF BLACKROCK SER FD, INC BLACKROCK GLOBAL ALLOC V.I. FD OF BLACKROCK VAR SER FDS, INC BLACKROCK GLOBAL ALLOCATION COLLECTIVE FUND BLACKROCK GLOBAL ALLOCATION FUND (AUST) BLACKROCK GLOBAL FUNDS BLACKROCK GLOBAL FUNDS-GLOBAL ALLOCATION FUND BLACKROCK GLOBAL INDEX FUNDS BLACKROCK INSTITUTIONAL POOLED FUNDS PLC BLACKROCK INSTITUTIONAL TRUST COMPANY NA BLACKROCK LIFE LIMITED - DC OVERSEAS EQUITY FUND BLACKROCK MSCI ACWI EX USA DIVERSIFIED FACTOR MIX FUND BLACKROCK MSCI ACWI MINIMUM VOLATILITY INDEX FUND BLACKROCK MULTI-ASSET INCOME PORTFOLIO OF BLACKROCK FUNDS II BLAKROCK GLOBAL ALLOCATION FUND INC BLK MAGI FUND BMO LOW VOLATILITY EMERGING MARKETS EQUITY ETF BMO MSCI EMERGING MARKETS INDEX ETF BNY MELLON (RIVER AND MERCANTILE) GLOBAL EQUITY FU BNY MELLON T AND D (UK)LIMITED AS TRUSTEE OF B MARKET A FUND BNYM MELLON CF SL EMERGING MARKETS STOCK INDEX FUND BOARD OF PENSIONS OF THE EVANGELICAL LUTHERAN CHURCH IN AMER BOMBARDIER TRUST CANADA GLOBAL EQUITIES FUND BRANDES EMERGING MARKETS VALUE FUND BRANDES GLOBAL OPPORTUNITIES FUND BRANDES INSTITUTIONAL EQUITY TRUST BRANDES INTERNATIONAL EQUITY FUND BRANDES INVESTMENT FUNDS P L COMPANY / BRANDES E M V FUND BRANDES INVESTMENT PARTNERS, LP 401(K) PLAN BRANDES INVESTMENT TRUST - BRANDES INS EMERGING MARKETS FUND BRANDES INVESTMENT TRUST - BRANDES INT EQUITY FUND BRIDGEWATER ACTIVE SUSTAINABLE EQUITIES, LP BRIDGEWATER ALL WEATHER SUSTAINABILITY 11%, LP BRIDGEWATER ALL WEATHER SUSTAINABILITY, LP BRIDGEWATER IMPLEMENTATION FUND IV, LLC BRIDGEWATER PURE ALPHA EURO FUND, LTD. BRIDGEWATER PURE ALPHA STERLING FUND, LTD. BRIDGEWATER PURE ALPHA TRADING COMPANY II, LTD.

 

 

BRIDGEWATER PURE ALPHA TRADING COMPANY LTD. BRIGHTHOUSE FUNDS TRUST I-SSGA EMERGING MARKETS EN BRITISH COLUMBIA INVESTMENT MANAGEMENT CORPORATION BUREAU OF LABOR FUNDS - LABOR INSURANCE FUND BUREAU OF LABOR FUNDS - LABOR PENSION FUND BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND BW DMO FUND, LTD. CAISSE DE DEPOT ET PLACEMENT DU QUEBEC CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM CAMBRIA EMERGING SHAREHOLDER YIELD ETF CAMBRIA GLOBAL VALUE ETF CANADA PENSION PLAN INVESTMENT BOARD CANDRIAM GLOBAL SUSTAINABLE EMERGING MKTS EQUITIES FUND LP CAPITAL INTERNATIONAL FUND CARDANO GLOBAL SUSTAINABLE EQUITY FUND CASEY FAMILY PROGRAM CCL Q EMERGING MARKETS EQUITY FUND CENTRAL PROVIDENT FUND BOARD CENTRAL STATES SOUTHEAST AND SOUTHWEST AREAS H AND W FUND CHANG HWA CO BANK, LTD IN ITS C AS M CUST OF N B FUND CHANG HWA COM BK LTD IN ITS CAP AS M CUST OF P LAT A EQ FD CHEVRON UK PENSION PLAN CHUBB CORPORATION MASTER RETIREMENT TRUST CIBC EMERGING MARKETS EQUITY INDEX ETF CIBC EMERGING MARKETS INDEX FUND CIFM GLOBAL EMERGING MARKETS FUND CITIBANK NA, NEW YORK CITITRUST LIM AS TR OF BLACK PREMIER FDS- ISH WOR EQU IND FD CITITRUST LTD A T VANG FDS S - VANGUARD MODERATE GROWTH FUND CITITRUST LTD A T VANGUARD FDS SERIES VANGUARD INCOME FUND CITY OF BALTIMORE EM RETIREMENT SYSTEM CITY OF LOS ANGELES FIRE AND POLICE PENSION PLAN CITY OF NEW YORK GROUP TRUST CITY OF PHILADELPHIA PUB EMPLOYEES RET SYSTEM CLINTON NUCLEAR POWER PLANT QUALIFIED FUND COCA-COLA COMPANY COLLEGE RETIREMENT EQUITIES FUND

 

 

COLONIAL FIRST STATE INVESTMENT FUND 50 COLONIAL FIRST STATE WHOLESALE INDEXED GLOBAL SHAR COLORADO PUBLIC EMPLOYEES RET. ASSOCIATION COLUMBIA EMERGING MARKETS CONSUMER ETF COMMINGLED P T F (EM M E) OF JP M CHASE BANK COMMINGLED PEN TR FD (ACTIVEBUILDERS EM MKTS EQ) OF JPMCB NA COMMINGLED PENSION TRUST FUND (EMERGING MARKETS EQUITY INDEX COMMONFUND EM QUANTITATIVE FOCUS FUND, LLC COMMONWEALTH EMERGING MARKETS FUND 6 COMMONWEALTH GLOBAL SHARE FUND 16 COMMONWEALTH GLOBAL SHARE FUND 22 COMMONWEALTH GLOBAL SHARE FUND 23 COMMONWEALTH SUPERANNUATION CORPORATION CONNECTICUT GENERAL LIFE INSURANCE COMPANY CONSTRUCTION BUILDING UNIONS SUPER FUND CONSULTING GROUP CAPITAL MKTS FUNDS EMER MARKETS EQUITY FUND COUNTY EMPLOYEES ANNUITY AND BENEFIT FD OF THE COOK COUNTY CUST. B. O. J. LTD. A. T. F. R. B. L. A. T. F. J. G. D. M. F CUSTODY B. OF J. LTD. RE: SMTB G. I. M. F. CUSTODY B. OF J. LTD. RE: STB D. E. E. F. I. M. F. CUSTODY BANK OF JAPAN, LTD. AS TR F E EQUITY D IN PL F (PPF) CUSTODY BANK OF JAPAN, LTD. AS TR F E M E IN P M FUND CUSTODY BANK OF JAPAN, LTD. RE: EMERG EQUITY PASSIVE MOTHR F CUSTODY BANK OF JAPAN, LTD. RE: SMTB DAIWA/WELLING DELA DEPOSITARY ASSET MANAGEMENT B.V. DESJARDINS RI EMERGING MARKETS - LOW CO2 INDEX ETF DESJARDINS RI EMERGING MARKETS MULTIFACTOR - LOW C DEUTSCHE ASSET MANAGEMENT S.A. FOR ARERO - DER WEL DEUTSCHE INVEST I BRAZILIAN EQUITIES DEUTSCHE X-TRACKERS MSCI ALL WORLD EX US HEDGED EQUITY ETF DIMENSIONAL EMERGING CORE EQUITY MARKET ETF OF DIM DRIEHAUS EMERGING MARKETS FUND, L.P. DRIEHAUS EMERGING MARKETS GROWTH FUND DUKE POWER CO EMPLOYEE RETIREMENT PLAN DWS ADVISORS EMERGING MARKETS EQUITIES-PASSIVE DWS INVEST LATIN AMERICAN EQUITIES DWS LATIN AMERICA EQUITY FUND EASTSPRING INVESTMENTS

 

 

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 EATON VANCE MANAGEMENT EATON VANCE TR CO CO TR FD - PA STR EM MKTS EQ COM TR FD EM BRAZIL TRADING LLC EMER MKTS CORE EQ PORT DFA INVEST DIMENS GROU EMERGING MARKETS COMPLETION FUND, L.P. EMERGING MARKETS EQUITY FUND EMERGING MARKETS EQUITY INDEX ESG SCREENED FUND B EMERGING MARKETS EQUITY INDEX MASTER FUND EMERGING MARKETS EQUITY SELECT ETF EMERGING MARKETS INDEX NON-LENDABLE FUND EMERGING MARKETS INDEX NON-LENDABLE FUND B EMPLOYEES RET FD OF THE CITY OF FORT WORTH EMPLOYEES RET. SYST. OF THE CITY MILWAUKEE EMPLOYEES RETIREMENT FUND OF THE CITY OF DALLAS ENSIGN PEAK ADVISORS,INC EQ/EMERGING MARKETS EQUITY PLUS PORTFOLIO EURIZON CAPITAL S.A. EUROPEAN CENTRAL BANK EVTC CIT FOF EBP-EVTC PARAMETRIC SEM CORE EQUITY FUND TR EWP PA FUND, LTD. EXELON GENERATION COMP, LLC TAX QUALIFIED NUCLEAR DECOMM PAR FEDERATED HERMES GLOBAL ALLOCATION FUND FIDELITY CONCORD STREET TRUST: FIDELITY ZERO INT. INDEX FUND FIDELITY GLOBAL EX-U.S. EQUITY INDEX INSTITUTIONAL FIDELITY INTERNATIONAL LOW VOLATILITY EQUITY INSTITUTIONAL T FIDELITY INVESTMENT FUNDS FIDELITY INDEX EMERG MARKETS FUND FIDELITY INVESTMENTS MONEY MANAGEMENT INC FIDELITY SALEM STREET T: FIDELITY E M INDEX FUND FIDELITY SALEM STREET T: FIDELITY G EX U.S INDEX FUND FIDELITY SALEM STREET T: FIDELITY TOTAL INTE INDEX FUND FIDELITY SALEM STREET TRUST: FIDELITY FLEX INTERNATIONAL IND FIDELITY SALEM STREET TRUST: FIDELITY INTERNATIONAL SUSTAINA FIDELITY SALEM STREET TRUST: FIDELITY SAI EMERGING FIDELITY SALEM STREET TRUST: FIDELITY SAI EMERGING FIDELITY SALEM STREET TRUST: FIDELITY SAI EMERGING M I FUND FIDELITY SALEM STREET TRUST: FIDELITY SERIES G EX US I FD

 

 

FIREMEN S ANNUITY AND BEN. FD OF CHICAGO FIRST TRUST BRAZIL ALPHADEX FUND FIRST TRUST EMERGING MARKETS ALPHADEX FUND FIRST TRUST GLL FUND PLC - FIRST TR EMERG MKTS ALPH UCITS ET FIRST TRUST LATIN AMERICA ALPHADEX FUND FLEXSHARES ESG AND CLIMATE EMERGING MARKETS CORE INDEX FUND FLEXSHARES MORNINGSTAR EMERGING MARKETS FACTOR TILT INDEX F FONDO CONSOLIDADO DE RESERVAS PREVISIONALES FORD MOTOR CO DEFINED BENEF MASTER TRUST FORD MOTOR COMPANY OF CANADA, L PENSION TRUST FRANKLIN LIBERTYQT EMERGING MARKETS INDEX ETF FRANKLIN LIBERTYSHARES ICAV FRANKLIN TEMPLETON ETF T - FRANKLIN LIBERTYQ EMERGING M ETF FRANKLIN TEMPLETON ETF TRUST - FRANKLIN FTSE BRAZI FRANKLIN TEMPLETON ETF TRUST - FRANKLIN FTSE LATIN FUNDAMENTAL LOW V I E M EQUITY FUNDO DE INVESTIMENTO MULTIMERCADO CP IE -3102 FUTURE FUND BOARD OF GUARDIANS GAM INVESTMENT MANAGEMENT (SWITZERLAND) AG F Z I I-Z A E M P GARD UNIT TRUST GENERAL ORGANISATION FOR SOCIAL INSURANCE GENERAL PENSION AND SOCIAL SECURITY AUTHORITY GEORGE LUCAS FAMILY FOUNDATION GLOBAL ALL CAP ALPHA TILTS FUND GLOBAL MANAGED VOLATILITY FUND GODFOND SVERIGE VARLDEN GOLDMAN SACHS ETF ICAV ACTING SOLELY ON BEHALF OF GOLDMAN SACHS ETF TRUST - GOLDMAN S ACTIVEBETA E M E ETF GOLDMAN SACHS ETF TRUST - GOLDMAN SACHS EMERGING M GOLDMAN SACHS FUNDS - GOLDMAN SACHS E M C (R) EQ PORTFOLIO GOLDMAN SACHS TRUST - GOLDMAN SACHS EMERGING MARKETS E I F GOTHAM CAPITAL V, LLC GREATBANC COLLECTIVE INVESTMENT TRUST IV GREAT-WEST EMERGING MARKETS EQUITY FUND GUIDEMARK EMERGING MARKETS FUND GWL GLOBAL INVESTMENT, LLC H.E.S.T. AUSTRALIA LIMITED HAND COMPOSITE EMPLOYEE BENEFIT TRUST

 

 

HANDELSBANKEN EMERGING MARKETS INDEX HANDELSBANKEN GLOBAL INDEX CRITERIA HANDELSBANKEN LATINAMERIKA TEMA HANDELSBANKEN TILLVAXTMARKNAD TEMA HARTFORD EMERGING MARKETS EQUITY FUND HARTFORD GLOBAL IMPACT FUND HARTFORD INTERNATIONAL CAPITAL APPRECIATION FUND HARTFORD MULTIFACTOR LOW VOLATILITY INTERNATIONAL EQUITY ETF HEXAVEST EMERGING MARKETS FUND HEXAVEST SYSTEMATIC ESG EMERGING MARKETS EQUITY FU HIGHLAND PUBLIC INFLATION HEDGES FUND HOSPITAL AUTHRORITY PROVIDENT FUND SCHEME HOUSTON MUNICIPAL EMPLOYEES PENSION SYSTEM HSBC BANK PLC AS TRUSTEE OF STATE STREET AUT EMERG HUMILITY LTD IBM 401 (K) PLUS PLAN IG JPMORGAN EMERGING MARKETS FUND IG JPMORGAN EMERGING MARKETS FUND II ILLINOIS MUNICIPAL RETIREMENT FUND ILLINOIS STATE BOARD OF INVESTMENT IMCO EMERGING MARKETS PUBLIC EQUITY LP IN BK FOR REC AND DEV,AS TR FT ST RET PLAN AND TR/RSBP AN TR INTERNATIONAL EQUITIES PASSIVE B UNIT TRUST INTERNATIONAL EXPATRIATE BENEFIT MASTER TRUST INTERNATIONAL MONETARY FUND INVESCO FUNDS INVESCO GLOBAL EMERGING MARKETS FUND (UK) INVESCO GLOBAL LOW VOLATILITY EQUITY YIELD FUND INVESCO MARKETS III PLC - INV FTSE RI EMERGING MARK U ETF INVESCO MSCI EMERGING MARKETS ESG UNIVERSAL SCREEN INVESCO OPPENHEIMER GLOBAL MULTI-ASSET GROWTH FUND INVESCO SP EMERGING MARKETS LOW VOLATILITY ETF INVESTERINGSFORENINGEN D. I. I. G. AC R. - A. KL INVESTERINGSFORENINGEN D. I. I. G. E. M. R. - A. KL INVESTERINGSFORENINGEN NYKREDIT INVEST, TAKTISK ALLOKERING INVESTERINGSFORENINGEN SPARINVEST INDEX EMERGING MARKETS IPROFILE INTERNATIONAL EQUITY PRIVATE POOL ISHARES (DE) I INVESTMENTAKTIENGESELLSCHAFT MIT TG

 

 

ISHARES CORE MSCI EMERGING MARKETS ETF ISHARES CORE MSCI EMERGING MARKETS IMI INDEX ETF ISHARES CORE MSCI TOTAL INTERNATIONAL STOCK ETF ISHARES EDGE MSCI MIN VOL EMERGING MARKETS ETF ISHARES EDGE MSCI MIN VOL GLOBAL ETF ISHARES EDGE MSCI MULTIFACTOR GLOBAL ETF ISHARES EMERGING MARKETS DIVIDEND ETF ISHARES EMERGING MARKETS FUNDAMENTAL INDEX ETF ISHARES EMERGING MARKETS IMI EQUITY INDEX FUND ISHARES ESG ADVANCED MSCI EM ETF ISHARES ESG MSCI EM LEADERS ETF ISHARES GLOBAL MONTHLY DIVIDEND INDEX ETF (CAD-HEDGED) ISHARES II PUBLIC LIMITED COMPANY ISHARES III PUBLIC LIMITED COMPANY ISHARES IV PUBLIC LIMITED COMPANY ISHARES MSCI ACWI ETF ISHARES MSCI ACWI EX U.S. ETF ISHARES MSCI ACWI LOW CARBON TARGET ETF ISHARES MSCI BRAZIL ETF ISHARES MSCI BRIC ETF ISHARES MSCI EMERGING MARKETS ETF ISHARES MSCI EMERGING MARKETS EX CHINA ETF ISHARES PUBLIC LIMITED COMPANY ISHARES V PUBLIC LIMITED COMPANY ISHARES VI PUBLIC LIMITED COMPANY ITAU FUNDS - LATIN AMERICA EQUITY FUND IVESCO FTSE RAFI EMERGING MARKETS ETF JEFFREY LLC JNL EMERGING MARKETS INDEX FUND JNL/BLACKROCK GLOBAL ALLOCATION FUND JOHN HANCOCK FUNDS II EMERGING MARKETS FUND JOHN HANCOCK FUNDS II INTERNATIONAL STRATEGIC EQUITY ALLOCAT JOHN HANCOCK HEDGED EQUITY INCOME FUND JOHN HANCOCK TRUST COMPANY COLLECTIVE INVESTMENT T JOHN HANCOCK VARIABLE INS TRUST INTERN EQUITY INDEX TRUST JPMORGAN - IG EMERGING MARKETS POOL II JPMORGAN BETABUILDERS EMERGING MARKETS EQUITY ETF JPMORGAN DIVERSIFIED RETURN EMERGING MARKETS EQUITY ETF

 

 

JPMORGAN EMERGING MARKETS EQUITY CORE ETF JPMORGAN FUNDS JPMORGAN FUNDS LATIN AMERICA EQUITY FUND JUNTO PARTICIPACOES FIA KAPITALFORENINGEN EMD INVEST, EMERGING MARKETS IND KAPITALFORENINGEN INVESTIN PRO, GLOBAL EQUITIES I KAPITALFORENINGEN INVESTIN PRO, GLOBALE AKTIER IND KAPITALFORENINGEN LAEGERNES PENSIONSINVESTERING, LPI AEM I I I KAPITALFORENINGEN PENSAM INVEST, PSI 3 GLOBALE AKTIER 3 KRANESHARES MSCI EMERGING MARKETS EX CHINA INDEX E LACM GLOBAL EQUITY FUND L.P. LATTICE EMERGING MARKETS STRATEGY ETF LAZARD ASSET MANAGEMENT LLC LAZARD EM EQUITY ADVANTAGE FUND LAZARD EMERGING MARKETS EQUITY ADVANTAGE PORTFOLIO LAZARD GLOBAL ACTIVE FUNDS, PLC LAZARD/WILMINGTON COLLECTIVE TRUST LAZARD/WILMINGTON EMERGING MARKETS EQUITY ADVANTAG LEGAL & GENERAL COLLECTIVE INVESTMENT TRUST LEGAL & GENERAL FUTURE WORLD ESG EMERGING MARKETS LEGAL & GENERAL GLOBAL EMERGING MARKETS INDEX FUND LEGAL & GENERAL GLOBAL EQUITY INDEX FUND LEGAL & GENERAL ICAV LEGAL & GENERAL INTERNATIONAL INDEX TRUST LEGAL AND GENERAL ASSURANCE PENSIONS MNG LTD LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED LEGAL GEN FUTURE WRD CLIMATE CHANGE EQTY FACTORS IND FUND LEGAL GENERAL CCF LEGAL GENERAL SCIENTIFIC BETA EMERGING MARKETS FUND, LLC LEGAL GENERAL U. ETF P. LIMITED COMPANY LGIASUPER TRUSTEE LGPS CENTRAL GLOBAL MULTI FACTOR EQUITY INDEX FUND LINCOLN VIP T - L SSGA EMERGING MARKETS 100 FUND LOCAL AUTHORITIES SUPERANNUATION FUND LOCKHEED MARTIN CORP DEFINED CONTRIBUTION PLANS MASTER TRUST LOCKHEED MARTIN CORP MASTER RETIREMENT TRUST LOS ANGELES CAPITAL GLOBAL FUNDS PLC LOS ANGELES COUNTY EMPLOYEES RET ASSOCIATION

 

 

LOUSIANA STATE EMPLOYEES RETIR SYSTEM LSV EMERGING MARKETS EQUITY FUND LP LSV EMERGING MARKETS EQUITY FUND USA LSV GLOBAL MANAGED VOLATILITY FUND LVIP BLACKROCK GLOBAL ALLOCATION FUND LVIP SSGA EMERGING MARKETS EQUITY INDEX FUND MACKENZIE MAXIMUM DIVERSIFICATION EMERGING MARKETS INDEX ETF MACQUARIE MULTI-FACTOR FUND MACQUARIE TRUE INDEX EMERGING MARKETS FUND MANAGED PENSION FUNDS LIMITED MANAGEMENT BOARD PUBLIC SERVICE PENSION FUND MBB PUBLIC MARKETS I LLC MEMORIAL HERMANN FOUNDATION MEMORIAL HERMANN HEALTH SYSTEM MEMORIAL HERMANN PENSION PLAN AND TRUST MERCER QIF FUND PLC MERCER UCITS COMMON CONTRACTUAL FUND METALLRENTE FONDS PORTFOLIO MGI FUNDS PLC MGTS AFH DA GLOBAL EMERGING MARKETS EQUITY FUND MINISTRY OF ECONOMY AND FINANCE MIP ACTIVE STOCK MASTER PORTFOLIO MOBIUS LIFE LIMITED MOTOR TRADES ASSOCIATION OF AUSTRALIA SUPERANNUATION F P L MSCI ACWI EX-FOSSIL FUELS ESG FOCUS INDEX FUND B MSCI ACWI EX-U.S. IMI INDEX FUND B2 MSCI ACWI MINIMUM VOLATILITY INDEX FUND B MSCI EMERGING MARKETS EX CHINA IMI INDEX FUND MSCI EQUITY INDEX FUND B - BRAZIL NAT WEST BK PLC AS TR OF ST JAMES PL GL EQUITY UNIT TRUST NAT WEST BK PLC AS TR OF ST JAMES PL ST MANAGED UNIT TRUST NATIONAL COUNCIL FOR SOCIAL SECURITY FUND NATIONAL ELEVATOR INDUSTRY PENSION PLAN NATIONAL EMPLOYMENT SAVINGS TRUST NATIONAL PENSION INSURANCE FUND NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST NAVARRO 1 FUND LLC NBIMC LOW VOLATILITY EMERGING MARKETS EQUITY FUND

 

 

NEW AIRWAYS PENSION SCHEME NEW IRELAND ASSURANCE COMPANY PUBLIC LIMITED COMPANY NEW SOUTH WALLES TR CORP AS TR FOR THE TC EMER MKT SHAR FUND NEW WORLD FUND, INC. NEW YORK STATE COMMON RETIREMENT FUND NEW YORK STATE NURSES ASSOCIATION P P NEW YORK STATE TEACHERS RETIREMENT SYSTEM NEW ZEALAND SUPERANNUATION FUND NN (L) NN PARAPLUFONDS 1 N.V NORDEA 1, SICAV- NORDEA 1- LATIN AMERICAN EQUITY FUND NORTHERN EMERGING MARKETS EQUITY INDEX FUND NORTHERN TRUST COLLECTIVE ALL COUNTRY WORLD I (ACWI) E-U F-L NORTHERN TRUST COLLECTIVE EMERGING MARKETS EX CHIN NORTHERN TRUST COLLECTIVE EMERGING MARKETS INDEX FUND-LEND NORTHERN TRUST INVESTIMENT FUNDS PLC NORTHERN TRUST UCITS FGR FUND NTGI QM COMMON DAILY ALL COUNT WORLD EXUS EQU INDEX FD LEND NTGI QUANTITATIVE MANAGEMENT COLLEC FUNDS TRUST NTGI-QM COMMON DAC WORLD EX-US INVESTABLE MIF - LENDING NTGI-QM COMMON DAILY EMERGING MARKETS EQUITY I F- NON L NUVEEN/SEI TRUST COMPANY INVESTMENT TRUST NVIT GS EMERGING MARKETS EQUITY INSIGHTS FUND OAKLAND POLICE FIRE RET SYSTEM ONEPATH GLOBAL EMERGING MARKETS SHARES(UNHEDGED) INDEX POOL OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM PACIFIC GAS A EL COMP NU F Q CPUC DEC MASTER TRUST PACIFIC SELECT FUND PACIFIC SELECT FUND - PD EMERGING MARKETS PORTFOLIO PANAGORA GROUP TRUST PARAMETRIC EMERGING MARKETS FUND PARAMETRIC TAX-MANAGED EMERGING MARKETS FUND PARAMETRIC TMEMC FUND, LP PENTEGRA DEFINED BENEFIT PLAN FOR FINANCIAL INSTIT PEOPLE S BANK OF CHINA PGIM FUNDS PUBLIC LIMITED COMPANY PHILADELPHIA GAS WORKS PENSION PLAN PICTET - EMERGING MARKETS INDEX

 

 

PICTET CH INSTITUCIONAL-EMERGING MARKETS TRACKER PIMCO EQUITY SERIES: PIMCO RAFI DYNAMIC MULTI-FACTOR EMERGIN POOL REINSURANCE COMPANY LIMITED POPLAR TREE FUND OF AMERICAN INVESTMENT TRUST PRIME SUPER PRUDENTIAL ASSURANCE COMPANY SINGAPORE (PTE) LTD PRUDENTIAL INVESTMENT PORTFOLIOS 2 - PGIM QMA E. M. E. FUND PRUDENTIAL RETIREM INSURANCE AND ANNUITY COMP PRUDENTIAL TRUST COMPANY PRUDENTIAL WORLD FUND INC. - PGIM QMA I. E. FUND PUBLIC EMPLOYEES' LONG-TERM CARE FUND PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEX PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO PUBLIC SECTOR PENSION INVESTMENT BOARD QANTAS S LIMITED AS TRU FOR THE QANTAS S PLAN QSMA1 LLC QSUPER RAILWAYS PENSION TRUSTEE COMPANY LIMITED RAYLIANT QUANTAMENTAL EMERGING MARKET EQUITY ETF RBC QUBE LOW VOLATILITY EMERGING MARKETS EQUITY FU RET SYST OF THE TENNESSEE VALLEY AUTHORITY RUSSEL EMERGING MARKETS EQUITY POOL RUSSEL INVESTIMENT FUNDS NON.US. FUND RUSSEL INVESTMENTS GLOBAL EQUITY POOL RUSSEL OVERSEAS EQUITY POOL RUSSELL INSTITUTIONAL FDS, LLC - RI EQUITY FD RUSSELL INSTITUTIONAL FUNDS, LLC - REM EQUITY PLUS FUND RUSSELL INSTITUTIONAL FUNDS, LLC-RUSSELL GLOBAL EQUITY P F RUSSELL INVESTMENT COMPANY - RUSSELL I D MARKETS FUND RUSSELL INVESTMENT COMPANY EMERGING MARKETS FUND RUSSELL INVESTMENT COMPANY GLOBAL EQUITY FUND RUSSELL INVESTMENT COMPANY PUBLIC LIMITED COMPANY RUSSELL INVESTMENT COMPANY RUSSELL TAX-MANAGED INTERNATIONAL RUSSELL INVESTMENT MANAGEMENT LTD AS TRUSTEE OF THE RUSSELL RUSSELL INVESTMENT MANAGEMENT LTD.AS T OF THE R M-A F E FUND RUSSELL INVESTMENTS CANADIAN DIVIDEND POOL RUSSELL INVESTMENTS INTERNATIONAL SHARES FUND RUSSELL TR COMPANY COMMINGLED E. B. F. T. R. L. D. I. S.

 

 

RUSSELL TRUST COMPANY COMMINGLED EMPLOYEE BENEFIT FUNDS T RUTGERS, THE STATE UNIVERSITY SALT RIVER PIMA-MARICOPA INDIAN C SANFORD C.BERNSTEIN FUND, INC. SAS TRUSTEE CORPORATION POOLED FUND SAUDI ARABIAN MONETARY AUTHORITY SBC MASTER PENSION TRUST SCHRODER INTERNATIONAL SELECTION FUND SCHWAB EMERGING MARKETS EQUITY ETF SCHWAB FUNDAMENTAL EMERG0ING MARKETS LARGE COMPANY INDEX ETF SCHWAB FUNDAMENTAL EMERGING MARKETS LARGE COMPANY INDEX FUND SCOTIA EMERGING MARKETS EQUITY INDEX TRACKER ETF SCOTTISH WIDOWS INVESTMENT SOLUTIONS FUNDS ICVC- FUNDAMENTAL SCOTTISH WIDOWS MANAGED INVESTMENT FUNDS ICVC -INT SEDCO CAPITAL GLOBAL FUNDS - SC GLOBAL EMERGING MARKET EQUIT SEI CATHOLIC VALUES TRUST - CATHOLIC VALUES EQUITY FUND SEI GLOBAL MASTER FUND PLC - THE SEI FACTOR ALLOCA SEI GLOBAL MASTER FUND PLC, THE SEI EMERGING MKT EQUITY FUND SEI INST INT TRUST EM MKTS EQUITY FUND SEI INST INVEST TR WORLD EQ EX-US FUND SEI INSTITUCIONAL INVESTMENT TRUST - WORLD S. E. F. SEI INSTITUTIONAL INVESTMENTS TRUST SWE EX-US FUND SHELL FOUNDATION SIONNA SRTATEGIC INCOME FUND SOUTHERN CAL ED C N F Q C DC MT S ON P VD N G SOUTHERN COMPANY SYSTEM MASTER RETIREMENT SPAENGLER IQAM INVEST GMBH FOR SPAENGLER IQAM EQ EMER MKTS SPARTAN GROUP TRUST FOR EMPLOYEE BENEFIT PLANS: SP SPARTAN GROUP TRUST FOR EMPLYEE BENEFIT PLANS: SPARTAN EMERG SPDR MSCI EMERGING MARKETS FOSSIL FUEL FREE ETF SPDR MSCI EMERGING MARKETS STRATEGICFACTORS ETF SPDR SP EMERGING MARKETS ETF SPDR SP EMERGING MARKETS FUND

 

 

SPP AKTIEINDEXFOND GLOBAL SPP EMERGING MARKETS PLUS SPP EMERGING MARKETS SRI SSGA MSCI ACWI EX-USA INDEX NON-LENDING DAILY TRUST SSGA MSCI BRAZIL INDEX NON-LENDING QP COMMON TRUST FUND SSGA SPDR ETFS EUROPE I PLC SSGA SPDR ETFS EUROPE II PUBLIC LIMITED COMPANY ST LT DEP SCOTTISH WIDOWS TRKS EMG MKT FUN ST STR MSCI ACWI EX USA IMI SCREENED NON-LENDING COMM TR FD STANLIB FUNDS LIMITED STATE OF ALASKA RETIREMENT AND BENEFITS PLANS STATE OF CALIFORNIA MASTER TRUST STATE OF CONNECTICUT ACTING T. ITS TREASURER STATE OF MINNESOTA STATE EMPLOYEES RET PLAN STATE OF NEW MEXICO STATE INV. COUNCIL STATE OF WYOMING STATE ST GL ADV TRUST COMPANY INV FF TAX EX RET PLANS STATE STREET ACTIVE EM MKTS SEC LEND QP COM TR FD STATE STREET EMERGING MARKETS E N-L C TRUST FUND STATE STREET EMERGING MARKETS EQUITY INDEX FUND STATE STREET GLOBAL A LUX SICAV - SS EM SRI ENHANCED E F STATE STREET GLOBAL A. L. S. - S. S. E. M. ESG S. E. E. F. STATE STREET GLOBAL ADVISORS LUX SICAV - S S G E M I E FUND STATE STREET GLOBAL ALL CAP EQUITY EX-US INDEX PORTFOLIO STATE STREET ICAV STATE STREET IRELAND UNIT TRUST STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC STATE TREASURER OF MICH CUSTODIAN OF PUBLIC S EMPL RTMNT S STATE UNIVERSITY RETIREMENT SYSTEM STICHING PENSIOENFONDS VOOR HUISARTSEN STICHTING BEDRIJFSTAKPENSIOENFONDS V H BEROEPSVERVOER O D WE STICHTING BEDRIJFSTAKPENSIOENFONDS VOOR DE DETAILHANDEL STICHTING BLUE SKY LIQUID ASSET FUNDS STICHTING DEPOSITARY APG EME MULTI CLIENT POOL STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL STICHTING JURIDISCH EIGENAAR ACHMEA INVESTMENT MAN STICHTING PENSIOENFONDS ING STICHTING PENSIOENFONDS PGB STICHTING PENSIOENFONDS VAN DE ABN AMRO BK NV STICHTING PENSIOENFONDS WERK EN (RE)INTEGRATIE STICHTING PENSIONENFONDS VAN DE METALEKTRO (PME) STICHTING PGGM DEPOSITARY STICHTING PHILIPS PENSIOENFONDS

 

 

STRIVE EMERGING MARKETS EX-CHINA ETF SUN AMERICA SERIES TRUST-EMERGING MARKETS POR SUNAMERICA SERIES TRUST SA EMERGING MARKETS EQUITY SUPERANNUATION FUNDS MANAGEMENT CORPORATION OF S AUSTRALIA TEACHER RETIREMENT SYSTEM OF TEXAS TEACHERS RETIREMENT ALLOWANCES TEACHERS RETIREMENT SYSTEM OF OKLAHOMA TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS TEXAS MUNICIPAL RETIREMENT SYSTEM TEXAS PERMANENT SCHOOL FUND CORPORATION THE BANK OF N. Y. M. (INT) LTD AS T. OF I. E. M. E. I. F. UK THE BANK OF NEW YORK MELLON EMP BEN COLLECTIVE INVEST FD PLA THE BOARD OF THE PENSION PROTECTION FUND THE CHASE MAN BK AS TR OF DELTA MASTER FD THE EMERGING M.S. OF THE DFA I.T.CO. THE HARTFORD GLOBAL REAL ASSET FUND THE HARTFORD INTERNATIONAL VALUE FUND THE INCUBATION FUND, LTD. THE MASTER T BK OF JPN, LTD AS T OF NIKKO BR EQ MOTHER 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 T. FOR MTBJ400045835 THE MASTER TRUST BANK OF JAPAN, LTD. AS TR FOR MUTB400045792 THE MASTER TRUST BANK OF JAPAN, LTD. AS TRU FO MTBJ400045849 THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FO THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB4000 THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF MTBJ40002 THE MASTER TRUST BANK OF JAPAN, LTD. TRUSTEE MUTB400045794 THE METHODIST HOSPITAL THE MONETARY AUTHORITY OF SINGAPORE THE NOMURA T AND B CO LTD RE I E S INDEX MSCI E NO HED M FUN THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC. - PGIM THE PUBLIC INSTITUITION FOR SOCIAL SECURITY THE REGENTS OF THE UNIVERSITY OF CALIFORNIA THE SEVENTH SWEDISH NATIONAL PENSION FUND - AP7 EQUITY FUND THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO

 

 

THRIVENT CORE EMERGING MARKETS EQUITY FUND THRIVENT INTERNATIONAL ALLOCATION FUND THRIVENT INTERNATIONAL ALLOCATION PORTFOLIO THRIVENT PARTNER EMERGING MARKETS EQUITY PORTFOLIO TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY I F TOTAL INTERNATIONAL EX U.S. I MASTER PORT OF MASTER INV PORT TRINITY COLLEGE CAMBRIDGE TWO ROADS SHARED TRUST: REDWOOD ALPHAFACTOR TACTIC UI-E - J P MORGAN S/A DTVM UNICARE SAVINGS PLAN UNIV OF PITTSBURGH MEDICAL CENTER SYSTEM UNIVERSAL INVEST LUXEMBOURG SA ON BEHALF OF UNIVEST UPMC HEALTH SYSTEM BASIC RETIREMENT PLAN USAA INTERNATIONAL FUND UTAH STATE RETIREMENT SYSTEMS UTD NAT RELIEF AND WORKS AG FOR PAL REFUGEE IN THE NEAR EAST VALIC COMPANY I - EMERGING ECONOMIES FUND VAM FUNDS (LUX) - EMERGING MARKETS GROWTH VANGUARD EMERGING MARKETS SHARES INDEX FUND VANGUARD EMERGING MARKETS STOCK INDEX FUND VANGUARD ESG INTERNATIONAL VANGUARD F. T. C. INST. TOTAL INTL STOCK M. INDEX TRUST II VANGUARD FIDUCIARY TRT COMPANY INSTIT T INTL STK MKT INDEX T VANGUARD FUNDS PLC / VANGUARD ESG EMERGING MARKETS VANGUARD FUNDS PLC / VANGUARD ESG GLOBAL ALL CAP U VANGUARD FUNDS PUBLIC LIMITED COMPANY VANGUARD INTERNATIONAL CORE STOCK FUND VANGUARD INTERNATIONAL HIGH DIVIDEND YIELD INDEX F VANGUARD INV FUNDS ICVC-VANGUARD FTSE GLOBAL ALL CAP INDEX F VANGUARD INVESTMENT SERIES PLC VANGUARD INVESTMENT SERIES PLC / VANGUARD ESG EMER VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VARIABLE INSURANCE PRODUCTS FUND II: INTERNATIONAL VARMA MUTUAL PENSION INSURANCE COMPANY VERDIPAPIRFONDET KLP AKSJE FREMVOKSENDE MARKEDER F VERDIPAPIRFONDET KLP AKSJE FREMVOKSENDE MARKEDER INDEKS I VERDIPAPIRFONDET STOREBRAND INDEKS ALLE MARKEDER VERDIPAPIRFONDET STOREBRAND INDEKS NYE MARKEDER

 

 

VERIZON MASTER SAVINGS TRUST VICTORIAN FUNDS MAN C A T F V E M T VICTORY MARKET NEUTRAL INCOME FUND VIDENT INTERNATIONAL EQUITY FUND - WI VIRGINIA RETIREMENT SYSTEM VOYA EMERGING MARKETS HIGH DIVIDEND EQUITY FUND VOYA EMERGING MARKETS INDEX PORTFOLIO VOYA INFRASTRUCTURE, INDUSTRIALS AND MATERIALS FUN VOYA MULTI-MANAGER EMERGING MARKETS EQUITY FUND VOYA MULTI-MANAGER INTERNATIONAL FACTORS FUND VOYA VACS INDEX SERIES EM PORTFOLIO VOYA VACS SERIES EME FUND WASHINGTON STATE INVESTMENT BOARD WELLINGTON DIVERSIFIED INFLATION HEDGES FUND WELLINGTON MANAGEMENT FUNDS (IRELAND) PLC WELLINGTON TRUST COMPANY N.A. WELLINGTON TRUST COMPANY, NATIONAL ASSOCIATION MUL WILMINGTON MULTI-MANAGER ALTERNATIVES FUND WILMINGTON TRUST FIDUCIARY SERVICES COMPANY C I T FOR E WILMINGTON TRUST RETIREMENT AND INST S C COLLECTIVE I TRUST WISDOMTREE EMERGING MARKETS EFFICIENT CORE FUND WISDOMTREE EMERGING MARKETS ESG FUND WISDOMTREE EMERGING MARKETS EX-CHINA FUND WISDOMTREE EMERGING MARKETS EX-STATE-OWNED ENTERPRISES FUND WISDOMTREE EMERGING MARKETS HIGH DIVIDEND FUND WISDOMTREE EMERGING MARKETS MULTIFACTOR FUND WISDOMTREE GLOBAL HIGH DIVIDEND FUND WM POOL - EQUITIES TRUST NO 74 WM POOL - EQUITIES TRUST NO. 75 XTRACKERS XTRACKERS (IE) PUBLIC LIMITED COMPANY XTRACKERS MSCI ACWI EX USA ESG LEADERS EQUITY ETF XTRACKERS MSCI EMERGING MARKETS ESG LEADERS EQUITY

 

Those attending in person:

 

TELEFÓNICA LATINOAMÉRICA HOLDING, S. L. TELEFÓNICA S.A. TELEFÓNICA CHILE S.A. (by Nathalia Pereira Leite)

TELEFÓNICA LATINOAMÉRICA HOLDING, S. L. TELEFÓNICA S.A. Represented by S3 Caceis Brasil Distribuidora de Títulos e Valores Mobiliários S.A. (by Nathalia Pereira Leite)

BEST INVESTMENT CORPORATION STICHTING JURIDISCH EIGENAAR ACTIOAM BELEGGINGSFONDSEN AGIPI ACTIONS EMERGENTS AMUNDO represented by Banco BNP Paribas Brasil S.A. (by Christiano Marques de Godoy)

IT NOW IBOVESPA FUNDO DE ÍNDICE IT NOW IDIV FUNDO DE INDICE IT NOW ISE FUNDO DE INDICE ITAU CAIXA ACOES FI ITAU FTSE RAFI BRAZIL 50 CAPPED INDEX FIA ITAU IBOVESPA ATIVO MASTER FIA ITAU INDEX ACOES IBRX FI ITAU AÇÕES DIVIDENDOS FI ITAU EXCELENCIA SOCIAL AÇÕES FUNDO DE INVESTIMENTO ITAÚ HUNTER TOTAL RETURN MULTIMERCADO FI ITAU IBRX ATIVO MASTER FIA ITAU INDEX AÇÕES IBOVESPA FI ITAU INFLATION EQUITY OPPORT AÇÕES ITAÚ INFLATION EQUITY OPPORTUNITIES MULTIMERCADO FUNDO DE INVESTIMENTO ITAÚ INFLATION STRATEGY MULTIMERCADO FUNDO DE INVESTIMENTO ITAÚ PREVIDÊNCIA IBRX FIA ITAÚ S&P B3 LOW VOLATILITY FUNDO DE INVESTIMENTO EM AÇÕES ITAÚ SIRIUS FUNDO DE INVESTIMENTO EM AÇÕES ITAÚ MASTER HUNTER LONG ONLY FUNDO DE INVESTIMENTO FINANCEIRO EM AÇÕES – RESPOSABILIDADE LIMITADA ITAÚ MASTER GLOBAL DINÂNIMO MULTIMERCADO FUNDO DE INVESTIMENTO ITAÚ MASTER GLOBAL DINÂMICO ULTRA MULTIMERCADO FUNDO DE INVESTIMENTO

represented by Itaú Unibanco S.A. – ANBID 34 (by Christiano Marques de Godoy)

AMF AKTIEFOND TILLVAXTMARKNADER FIDELITY COMMON CONTRACTUAL FUND II/FIDELITY GLOBAL EMERGING MARKETS EQUITY FUND represented by Itaú Unibanco S.A. (by Christiano Marques de Godoy)

STITCHING PENSIOENFONDS VOOR DE ARCHITECTENBUREAUS EMERGENCE M ALLIANZ EQUITY EMERGING MARKETS 1 CANDRIAM SUSTAINABLE AMUNDI INDEX SOLUTIONS MOST DIVERSIFIED PORTFOLIO SICAV LUX IM AMUNDI FUNDS Represented by S3 Caceis Brasil Distribuidora de Títulos e Valores Mobiliários S.A. (by Christiano Marques de Godoy)

 

Others:

 

 

I hereby certify that this is a faithful copy of the minutes of the 57th Extraordinary Shareholders’ Meeting held on January 24, 2024, drawn up in the Company's records.

 

 

 

________________________________________ 

Nathalia Pereira Leite

Meeting Secretary

 

 

Exhibit A - Final Summary Voting Map

 

	APPROVE	REJECT	ABSTAIN
	Number of common shares	Number of common shares	Number of common shares
(1) Deliberate on the reduction of the Company's capital stock, in the amount of one billion and five hundred million reais (R$1,500,000,000.00), without the cancellation of shares, upon reimbursement of funds to shareholders, pursuant to Article 173 of Law No. 6.404, of December 15, 1976, as amended	1,488,623,547	63,018	411,811
(2) Amend Article 5, caput, of the Company's Bylaws to reflect the new value of its capital stock as a result of the proposal contained in item 1 above, if approved;	1,488,622,694	63,097	412,585
(3) Restate the Company’s Bylaws, in order to reflect the amendment proposed in item 2 above, if approved.	1,488,622,006	61,820	414,550
(4) Authorize the Company's management to perform all necessary acts for the conclusion of the resolutions above.	1,488,635,381	48,472	414,523

 

Exhibit B

 

BYLAWS OF

TELEFÔNICA BRASIL S.A.

 

CHAPTER I - CHARACTERISTICS OF THE COMPANY

 

LEGAL REGIME

 

Art. 1 - Telefônica Brasil S.A. is a joint-stock company, governed by these Bylaws and other applicable legal provisions, with indefinite duration.

 

CORPORATE PURPOSE

 

Art. 2 - The purpose of the Company is the following:

 

a) exploitation of telecommunications services;

 

b) development of activities necessary or useful to the execution of these services, in conformity with the concessions, authorizations and permissions granted thereto;

 

c) exploitation of value added services, including the provision, without definitive assignment, of audio, video, image and text, applications and similar contents;

 

d) exploitation of integrated solutions, management and provision of services related to: (i) data center, including hosting and colocation; (ii) storage, processing and management of data, information, texts, images, videos, applications and information systems and similar activities; (iii) information technology; (iv) information and communications security; (v) telecommunications; and (vi) electronic security systems related to theft, intrusion, fire and others;

 

e) licensing and sub-licensing of software of any nature.

 

Sole Paragraph – In the achievement of its purpose, the Company may incorporate to its equity third-party assets and rights, as well as:

 

I - participate in other companies’ capital, including in order to comply with the national telecommunications policy;

 

II - establish companies or subsidiaries for the execution of activities included in its purpose and that are recommended to be decentralized;

 

III - promote the import of goods and services necessary for the execution of activities included in its purpose;

 

IV - provide technical assistance services to telecommunications companies, carrying out activities of common interest;

 

V - manage and provide services of maintenance, assistance and technical support in computing and equipment related to the Company’s activities;

 

VI - provide consultancy services related to the Company’s activities;

 

VII - prepare, implement and install projects related to the Company’s activities;

 

VIII - manage and provide engineering services and carry out civil construction or related works, necessary for the execution of projects related to the Company’s activities;

 

IX - provide monitoring services related to the Company’s activities;

 

X - provide business intermediation services in general;

 

XI - commercialize and lease equipment and materials necessary or useful for the exploitation of its activities, including precision and measurement equipment and electronic sensors;

 

XII - conduct studies and research activities aimed at the development of the telecommunications sector;

 

XIII - to enter into agreements and partnerships with other telecommunication service operators or any persons or entities with the purpose of ensuring the operation of the services, without prejudice to the attributions and responsibilities; and

 

XIV - carry out other similar or related activities that are attributed thereto by the Brazilian Telecommunications Agency - ANATEL.

 

PRINCIPAL PLACE OF BUSINESS

 

Art. 3 - The principal place of business of the Company is in the Capital City of the State of São Paulo, and the Company may create and extinguish, by decision of the Executive Office, branches, agencies and subsidiaries, offices, departments and representations, at any point of the Brazilian territory, as set forth in art. 20 (vii) of these Bylaws.

 

CHAPTER 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, and the Board of Directors is the body with authority to resolve on the increase and consequent issue of new shares, within the limit of the authorized capital.

 

Sole Paragraph - The shareholders shall have preemptive rights in the subscription of capital increase, at the proportion of the number of shares they have. By resolution of the Board of Directors, the preemptive right in the issue of shares, debentures convertible into shares and subscription bonus, the placement of which is made upon sale in Stock Exchange or public subscription, exchange for shares in public offering to acquire control, pursuant to articles 257 and 263 of the Corporations Law, as well as enjoyment of tax incentives, pursuant to special legislation, may be excluded, as allowed by art. 172 of Law No. 6,404/76.

 

SUBSCRIBED CAPITAL

 

Art. 5 - The fully paid-up and subscribed capital is sixty-two billion, seventy-one million, four hundred and fifteen thousand, eight hundred and sixty-five reais and nine centavos (R$62,071,415,865.09), divided into one billion, six hundred and sixty-three million, five hundred and fifty-six thousand, seven hundred and thirty-one (1,663,556,731) shares, all common, book-entry shares, without par value.

 

Sole Paragraph - The shares will be held in a deposit account in a financial institution in the name of their holders, without the issue of certificates.

 

 

CHAPTER III - SHARES

 

COMMON SHARES

 

Art. 6 – Each common share corresponds to one vote in the resolutions of the Shareholders’ General Meetings.

 

CHAPTER IV - GENERAL MEETING

 

Art. 7 - The Shareholders’ General Meetings will be held: (i) ordinarily, once a year, in the first four (4) months after the closing of each fiscal year, pursuant to art. 132 of Law No. 6,404/76, and (ii) extraordinarily, whenever necessary, whether due to the corporate interests, or to the provisions of these Bylaws, or when the applicable legislation so requires.

 

Sole Paragraph - The Shareholders’ General Meetings will be called by the Board of Directors, being incumbent upon the Chairperson of said body to implement such act.

 

Art. 8 - The following shall be submitted to the previous approval of the Shareholders’ General Meeting: (i) the execution of agreements with related parties, the terms and conditions of which are more onerous to the Company than those usually adopted by the market in similar contracting, observing, in any case, the provisions of art. 117 of Law No. 6,404/76; and (ii) the execution of management service agreements, including technical assistance, with foreign entities related to the Company’s controlling shareholder.

 

Art. 9 - The Shareholders’ General Meetings will be chaired by the Chairperson of the Board of Directors, who shall indicate, among the attendees, the Secretary. In the absence of the Chairperson of the Board of Directors, the shareholders shall choose the chairperson and the secretary of the presiding board.

 

Sole Paragraph - In the situations of art. 136 of Law No. 6,404/76, the first call of the Shareholders’ General Meeting will be made at least thirty (30) days in advance, and at least ten (10) days in advance in second call.

 

Art. 10 - Only the shareholders the shares of which are registered in their names, at the appropriate book, up to seventy-two (72) hours before the date designated for the respective General Meeting may participate and vote in the General Meeting.

 

Paragraph 1 - The call notice may condition the attendance of the shareholder, in the General Meeting, to the submission, at the Company’s principal place of business, of the proof of their status of shareholder, issued by the Company itself or by the depositary institution of the Company’s shares, up to seventy-two (72) hours before the date scheduled for the Shareholders’ General Meeting.

 

Paragraph 2 - The call notice may also condition the representation of the shareholder by an attorney-in-fact, at the Meeting, to the submission of the respective power of attorney at the Company’s principal place of business up to seventy-two (72) hours before the date scheduled for the Shareholders’ General Meeting.

 

CHAPTER V – MANAGEMENT OF THE COMPANY

 

Art. 11 - The Management of the Company is incumbent upon the Board of Directors and the Executive Office, with the attributions granted by law and by these Bylaws. Its members will be elected for a term of three (3) years, reelection permitted, and they are exempted from offering a guarantee for the exercise of their functions.

 

Paragraph 1 - All members of the Board of Directors and of the Executive Office will take office upon the execution of the respective instruments, remaining in their respective positions until the effective investiture of their successors.

 

Paragraph 2 - The Shareholders’ General Meeting shall establish the global compensation of the Company’s managers, including the benefits of any nature and the representation allowances, and the Board of Directors has authority to distribute this compensation among their members and those of the Executive Office.

 

Paragraph 3 - The Shareholders’ General Meeting may assign to the managers a share in the Company’s profits, provided that the provisions of art. 152, paragraphs 1 and 2 of Law No. 6,404/76 are observed, as per the proposal submitted by the management.

 

Paragraph 4 - The Company and its controlling shareholder shall maintain, during the term of the concession and its extension, the effective existence, in the Brazilian territory, of the centers for resolution and implementation of the strategic, managerial and technical implementation involved in the compliance with the concession agreements in which the Company is a party.

 

BOARD OF DIRECTORS

 

COMPOSITION

 

Art. 12 - The Board of Directors shall be comprised of, at least, five (5) and at most seventeen (17) members, elected to and dismissed from the body by the general meeting, observing the provisions of the applicable legislation, including in this number the members elected by the minority shareholders, if any.

 

Sole Paragraph - The Board of Directors shall appoint, among its members, the Chairperson of the body, or its substitute, in case of vacancy. At the Board of Directors’ discretion, the Vice-Chairperson of the body may be appointed and/or dismissed.

 

 

 

 

SUBSTITUTION

 

Art. 13 - In case of impediment or absence of the Chairperson of the Board of Directors, they will be replaced by the Vice-Chairperson, if any. In the absence of the Vice-Chairperson, the Chairperson will be substituted by another member of the Board indicated thereby.

 

Paragraph 1 - In case of impediment or absence of any other members of the Board of Directors, the impeded or absent Counselor shall indicate, in writing, their substitute, among the other members of the Board of Directors, to represent them or resolve on the meeting which they may not attend, pursuant to paragraph 3 of art. 17 of these Bylaws.

 

Paragraph 2 - The members of the Board of Directors that indicate representatives, as set forth in the previous paragraph, will be considered, for all effects, present at the respective meeting.

 

Art. 14 - In the event of vacancy in the positions of the members of the Board of Directors, remaining less than the minimum number of members provided for in art. 12 above, a Shareholders' General Meeting shall be called for the election of substitutes.

 

AUTHORITY

 

Art. 15 - It will be incumbent upon the Board of Directors:

 

(i) - to establish the general conduct of the Company’s business;

 

(ii) - to approve the Company’s budget and annual business plan;

 

(iii) - to call the Shareholders’ General Meeting of the Company;

 

(iv) - to approve the financial statements and the management’s report of the Company and submit them to the Shareholders’ General Meeting;

 

(v) - to elect or dismiss, at any time, the members of the Executive Office, establishing their attributions, observing the legal and statutory provisions;

 

(vi) - to approve the creation of technical and advisory Committees to advise it on matters of the Company's interest, elect the members of such Committees, and approve their internal regulations, which will contain specific rules on composition, functions, authority, compensation, and operation;

 

(vii) - to supervise the management of the Company’s Officers, examine at any time the Company’s books, request information on agreements to be executed or about to be executed, and any other acts;

 

(viii) - to approve the Company’s organizational structure, being able to set limit to the Executive Office for the exercise of such functions, observing the legal and statutory provisions;

 

(ix) - to approve and amend the internal regulations of the Board of Directors;

 

(x) - to resolve on the issue of shares by the Company, with capital increase, within the limit of the authorized capital, defining the terms and conditions of this issue;

 

(xi) - to resolve on the issue of subscription bonus;

 

(xii) - to resolve, by delegation of the Shareholders’ General Meeting, on the following aspects in the issue of debentures by the Company: (i) opportunity of the issue, (ii) time and conditions of maturity, amortization or redemption, (iii) time and conditions of payment of interest, profit sharing and reimbursement bonus, if any, (iv) form of subscription or placement, and (v) type of debentures;

 

(xiii) - to resolve on the issue of simple debentures, not convertible into shares and without in rem guarantee;

 

(xiv) - to resolve on the issue of promissory notes for public distribution (“Commercial Papers”) and on the submission of the Company’s shares to a deposit regime for commercialization of the respective certificates ("Depositary Receipts");

 

(xv) - to authorize the acquisition of shares issued by the Company, for being canceled or held in treasury and disposed of at a later stage;

 

(xvi) - to authorize the disposal of the assets directly connected to the public telecommunications services being used;

 

(xvii) - to authorize the disposal of real properties, the creation of in rem guarantees and the posting of guarantees to third parties obligations, being able to establish limits to the practices of such acts by the Executive Office;

 

(xviii) - to establish, in an internal rule, the limits for the Executive Office to authorize the disposal or encumbrance of goods of the permanent assets, including those related to the public telecommunications services that are deactivated or unserviceable;

 

(xix) - to approve the Company’s participation in consortia in general, as well as the terms of such participation, being able to delegate such attribution to the Executive Office, within the limits it establishes, always aiming at the development of the activities of the Company’s corporate purpose;

 

(xx) - to establish the limits for the Executive Office to authorize the practice of reasonable free acts to the benefits of employees or the community in which the Company participates, including the donation of assets unserviceable to the Company;

 

(xxi) - to approve the creation and extinction of the Company’s subsidiaries in Brazil or abroad;

 

(xxii) - to approve the assumption of any obligation, not provided for in the Company’s budget, in an amount higher than two hundred and fifty million reais (R$250,000,000.00);

 

(xxiii) - to authorize the execution of agreements, not provided for in the Company’s budget, in an amount higher than two hundred and fifty million reais (R$250,000,000.00);

 

(xxiv) - to approve the conduction of investments and acquisition of assets, not provided for in the Company’s budget, in an amount higher than two hundred and fifty million reais (R$250,000,000.00);

 

(xxv) - to authorize the acquisition of permanent shareholding interest in other companies and burden or disposal of shareholding interest;

 

(xxvi) - to approve the distribution of interim dividends;

 

(xxvii) - to choose and dismiss independent auditors;

 

(xxviii) - to indicate and dismiss the head of the internal audit, who will report to the Board of Directors, through the Audit and Control Committee, when in operation, as well as the head of the Wholesale Executive Office, who is responsible exclusively for all service processes, commercialization and delivery of the products related to the Reference Offers of the Products in the Wholesale Market; and

 

(xxix) - to approve the Company’s career and salary plan, incentives and professional development policies, the rules and staff, as well as the terms and conditions of the collective bargaining agreements to be entered into with the unions representing the categories of the Company’s employees and adhesion to or withdrawal form supplementary pension funds, all with relation to the Company’s employees, and the Board of Directors may, when considering necessary, establish limits for the Executive Office to resolve on these matters.

 

Art. 16 - The specific duties of the Chairperson of the Board of Directors are: (a) to represent the Board in the call notice of the Shareholders’ General Meeting; (b) to chair the Shareholders’ General Meeting and choose the Secretary among the attendees; and (c) to call and chair the meetings of the Board of Directors.

 

MEETINGS

 

Art. 17 - The Board of Directors shall meet (i) ordinarily, once every three (3) months, and (ii) extraordinarily, upon call from its Chairperson, and the minutes with its resolutions shall be drawn up.

 

Paragraph 1 - The meetings of the Board shall be called in writing, at least forty-eight (48) hours in advance, and the call notice shall contain the agenda and the subject matters to be resolved on in the respective meeting.

 

Paragraph 2 - The Board of Directors shall resolve by majority of votes, the majority of its acting members being presents, and the Chairman, in addition to the regular vote, shall have the casting vote, in the event of a tie.

 

Paragraph 3 - Any Board member has the option of being represented by another Counselor at the meetings which they may not attend, provided that such granting of representation powers be made upon a written instrument.

 

Paragraph 4 - Without prejudice of the later execution of the respective minutes, the meetings of the Board of Directors may be conducted via conference call, videoconference, or any other means of communication that allows to identify the attending members, as well as their simultaneous communication. The board members may also participate through the written statement of their votes, even if they are not physically present.

 

EXECUTIVE OFFICE

 

COMPOSITION

 

Art. 18 - The Executive Office shall be comprised of at least three (3) and at most fifteen (15) members, shareholders or not, resident in the country, who will be elected by the Board of Directors, as follows: (a) Chief Executive Officer; (b) Chief Financial and Investor Relations Officer; (c) General Secretary and Legal Director; (d) other Officers without specific designation.

 

Paragraph 1 - The individual attributions of the Officers without specific designation shall be defined by the Board of Directors, which may also establish a specific designation to said positions.

 

Paragraph 2 - The same Officer may be elected to accumulate the attributions of more than one position in the Executive Office.

 

Art. 19 - In the event of temporary absences and impediments, it will incumbent upon the Chief Executive Officer to designate, among the members of the Executive Office, their substitute as well as those of the Executive Officers. In case of vacancy in the Executive Office, the respective substitution shall be resolved by the Board of Directors.

 

AUTHORITY OF THE EXECUTIVE OFFICE AND REPRESENTATION OF THE COMPANY

 

Art. 20 - The Executive Office is the body that actively and passively represents the Company, being incumbent thereupon, and upon its members, individually, as the case may be, to comply and cause the compliance with these Bylaws, the resolutions of the Board of Directors and of the Shareholders’ General Meeting, and practice all acts necessary or convenient for the management of the corporate businesses. It is incumbent upon the Executive Office, collectively, to:

 

(i) - propose to the Board of Directors general plans and programs of the Company, specifying the investment plans in the expansion and modernization of the plant;

 

(ii) - authorize, within the limits established by the Board of Directors in an internal normative instrument, the disposal or encumbrance of the goods of the permanent assets, including those related to the public telecommunications services that are deactivated or unserviceable, as well as to submit to said body the disposal or encumbrance of the goods that exceed these limits;

 

(iii) - submit for the Board of Directors and to the Fiscal Board, the Annual Management Report and the Financial Statements, accompanied by the independent auditors' opinion, as well as the proposal for allocation of the profits ascertained in the year;

 

(iv) - approve, in accordance with the limits established by the Board of Directors: a) purchases of materials, equipment, goods, works and services; b) sales of goods from the assets;

 

(v) - approve the execution of other agreements, not mentioned above, in accordance with the limits imposed by the Board of Directors;

 

(vi) - annually approve the planning of financial transactions and, quarterly, a summary of the compliance with said planning;

 

(vii) - approve the creation and extinction of branches, offices, agencies, subsidiaries and representations of the Company in the country;

 

(viii) - approve, as attributed thereto by the Board of Directors, the Company’s organizational structure, keeping the Board of Directors informed in that regard;

 

(ix) - provide for the compliance with the rules of ethical conduct of the Company, established by the Board of Directors;

 

(x) - prepare and propose to the Board of Directors the Company’s institutional responsibility policies, such as environment, health, safety and social responsibility of the Company and implement the approved polices;

 

(xi) - authorize, in accordance with the limits established by the Board of Directors, the practice of reasonable free acts to the benefits of employees or the community in which the Company participates, including the donation of assets unserviceable to the Company; and

 

(xii) - approve the creation of technical and advisory Committees to advise it on matters of the Company's interest, elect the members of such Committees, and approve their internal regulations, which will contain specific rules on composition, functions, authority, compensation, and operation.

 

Paragraph 1 - The resolutions of the Executive Office shall be taken by majority of votes, the majority of its acting members, and the Chief Executive Officer, in addition to the regular vote, shall have the casting vote, in the event of a tie.

 

Paragraph 2 - Except for the cases set forth in paragraph 4 and observing the provisions included in these Bylaws, the Company may be legally bound as follows: i) by the joint signature of two (2) statutory Officers, except in cases of urgency, when the separate signature of the Chief Executive Officer and “ad referendum” of the Executive Office will be allowed, pursuant to the provisions of art. 21, A-5, of these Bylaws; ii) by the signature of one (1) statutory Officer, acting jointly with one (1) Attorney-in-Fact; and iii) by the signature of two (2) Attorneys-in-Fact, acting jointly, provided they are vested with specific powers.

 

Paragraph 3 - Except for the cases provided for in paragraph 4, the powers of attorney shall always be signed by two (2) Officers and shall specify the powers granted and, except for those for judicial purposes, have a maximum term of validity of one (1) year.

 

Paragraph 4 - The Company may be represented by only one Officer or one Attorney-in-Fact with specific powers, for the performance of the following acts:

 

(i) receiving and payment of amounts;

 

(ii) signing of correspondence that does not create obligations to the Company;

 

(iii) representation of the Company at members' meetings of companies in which it has an interest;

 

(iv) granting of powers to attorney for judicial or administrative representation;

 

(v) representation in court or in administrative proceedings, except for the practice of acts that imply waiver of rights;

 

(vi) representation in public bidding procedures and private selections in which the Company participates, aiming at the provision of services included in its corporate purpose; and

 

(vii) performance of acts of simple administrative routine, including before public partitions, mixed-capital companies, commercial registries, Labor Courts, Brazilian Institute of Social Security (INSS), Unemployment Compensation Fund (FGTS) and their collection banks, and others of the same nature.

 

AUTHORITY OF THE MEMBERS OF THE EXECUTIVE OFFICE

 

Art. 21 - The members of the Executive Office have specific authority to perform the following acts:

 

A – CHIEF EXECUTIVE OFFICER:

 

1. To represent the Company, in court or out of court, before the shareholders and the public in general, being able to attorneys-in-fact together with other Officer and designate agents, delegate authority to the other Officers to practice specific acts;

 

2. To follow and inspect the implementation of the determinations of the Board of Directors regarding their activities and attributions;

 

3. To establish guidelines, coordinate and supervise the Company’s activities related to: finance and control; corporate funds; legal area in general; institutional relations; regulation; corporate communication; Telefônica Foundation; human resources; networks and field operations; corporate strategy and planning; information technology; customer service and quality; corporate business; mobile business; fixed business;

 

4. To call the Executive Office’s meetings;

 

5. To practice acts of urgency "ad referendum" of the Executive Office; and

 

6. To carry out other duties that are determined by the Board of Directors.

 

B - FINANCIAL AND INVESTOR RELATIONS OFFICER:

 

1. To establish guidelines and supervise the Company’s activities in the economic and financial area and management of the securities issued by the Company, accounting and management control, as well as to supervise the management of supplementary pension funds;

 

2. To represent the Company before the Securities and Exchange Commission - CVM, the stock exchanges and other inspection bodies of the securities market;

 

3. To delegate, if necessary, authority to the other Officers to practice specific acts;

 

4. To represent the Company as set forth in these Bylaws; and

 

5. To carry out other activities that are determined by the Board of Directors.

 

C – GENERAL SECRETARY AND LEGAL DIRECTOR:

 

1. To establish guidelines and supervise the Company’s activities in the legal area in general;

 

2. To delegate, if necessary, authority to the other Officers to practice specific acts;

 

3. To represent the Company as set forth in these Bylaws; and

 

4. To carry out other activities that are determined by the Board of Directors.

 

D - OFFICER WITHOUT SPECIFIC DESIGNATION:

 

1. To exercise the individual functions and attributions that are determined by the Board of Directors;

 

2. To sign, jointly with other statutory Officer, the documents and acts that require the signature of two Officers; and

 

3. To represent the Company as set forth in these Bylaws.

 

CHAPTER VI - FISCAL BOARD

 

Art. 22 – The Fiscal Board, of a permanent nature, shall be comprised of at least three (3) and at most five (5) effective members and the same number of alternates.

 

Paragraph 1 - The compensation of the members of the Fiscal Board, in addition to the reimbursement of expenses incurred in travel and accommodation required for performance of their duties, will be established by the Shareholders’ General Meeting at which they are elected, and cannot be, per member in office, less than ten percent (10%) of the average compensation assigned to each Officer, not including benefits of any nature, representation allowances and profit sharing.

 

Paragraph 2 - In case of vacancy of the position of member of the Fiscal Board, said member will be substituted by their respective alternate. If most of the positions become vacant, the General Meeting shall be called to elect their substitutes.

 

Paragraph 3 - The Fiscal Board shall meet, (i) ordinarily, once every quarter and, (ii) extraordinarily, upon call by the Chairperson of the Board of Directors, of by two (2) members of the Fiscal Board, and the minutes of its resolutions shall be drawn up.

 

Paragraph 4 - The meetings of the Fiscal Board shall be called in writing, at least forty-eight (48) hours in advance, and the call notice shall contain the agenda, with the list of the subject matters to be examined in the respective meeting.

 

CHAPTER VII - FISCAL YEAR AND FINANCIAL STATEMENTS

 

FISCAL YEAR

 

Art. 23 - The fiscal year will coincide with the civil year, and half-yearly or quarterly balance sheets or balance sheets in periods shorter may be prepared, in addition to the annual balance sheet.

 

ALLOCATION OF PROFITS

 

Art. 24 - Together with the financial statements, the Board of Directors will submit to the Annual General Meeting, proposal on (i) the sharing of profits with employees and managers and (ii) the full allocation of the net profits.

 

Paragraph 1 - From the net profits of the year: (i) five percent (5%) will be allocated to the legal reserve, aiming at ensuring the physical integrity of the capital, limited to twenty percent (20%) of the paid-up capital; (ii) twenty-five percent (25%) of the net profits adjusted as per items II and III of art. 202 of Law No. 6,404/76 will be mandatorily distributed as mandatory minimum dividend to all shareholders; and (iii) the remaining balance, after complying with the provisions of the previous items of this article, will be allocated as determined by the Shareholders’ General Meeting, based on the proposal of the Board of Directors included in the financial statements. If the balance of the profit reserves exceeds the capital, the Shareholders’ General Meeting will resolve on the application of the excess in the payment or increase of the capital or, also, in the distribution of additional dividends to shareholders.

 

Paragraph 2 - The dividends not claimed within three (3) years from the resolution of its distribution, will revert to the benefit of the Company.

 

Art. 25 - The Company may declare, by resolution of the Board of Directors, dividends: (i) to the account of profits ascertained in half-yearly balance sheets; (ii) to the account of profits ascertained in quarterly balance sheets or balance sheets in periods shorter, provided that the total dividends paid in each semester of the fiscal year does not exceed the amount of capital reserves addressed in paragraph one of art. 182 of Law No. 6,404/76; or (iii) to the account of accrued profits or reserves of profits existing in the last annual or half-yearly balance sheet.

 

Sole Paragraph - Interim dividends distributed pursuant to this article shall be attributed to the mandatory minimum dividend.

 

Art. 26 - By resolution of the Board of Directors and observing the legal provisions, the Company may pay to its shareholders, interest on equity, which may be attributed to the mandatory minimum dividend, “ad referendum” of the general meeting.

 

CHAPTER VIII - MISCELLANEOUS

 

Art. 27 - The Company shall be liquidated as set forth in the law, and the Shareholders’ General Meeting have the authority to determine the form of liquidation and indicate the liquidator.

 

Art. 28 - The approval by the Company, through its representatives, of incorporation, spin-off, merger or dissolution of its controlled companies shall be preceded by an economic and financial analysis by an independent company, with international reputation, confirming that equal treatment is being given to all interested companies, the shareholders of which will have full access to the report of said analysis.

 

 

Art. 29 - In case of any omissions in these Bylaws, the Company will be governed by the applicable legal provisions.

 

**********

Presiding Board:

 

___________________________________ Breno Rodrigo Pacheco de Oliveira Chairperson of the Meeting and Management Representative

___________________________________ Nathalia Pereira Leite Secretary of the Meeting

 

 

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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