Form 6-K TELEFONICA BRASIL S.A. For: Jun 30

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 June, 2022

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):

 

 

 

 

TELEFÔNICA BRASIL S.A.

Publicly Held Company

CNPJ nº 02.558.157/0001-62 – NIRE 35.3.0015881-4

Extraordinary Shareholders’ Meeting

Call Notice

 

 

The Shareholders of Telefônica Brasil S.A. (“Company”) are hereby called to attend the Extraordinary Shareholders’ Meeting (“Meeting”), which will be held at 11:00 a.m., on August 4, 2022, at the Company’s headquarters, located at Engenheiro Luiz Carlos Berrini Avenue, 1376, Cidade Monções, City of São Paulo, São Paulo State, to resolve on the following items of the agenda:

 

(1)             ratify, in the terms of Article 256, paragraph 1 of Law No. 6,404/76 (“Corporations Law”), the conclusion of the “Contract of Purchase and Sale of Shares and Other Covenants” signed on January 28, 2021 by Oi Móvel S.A. – In Judicial Recovery (succeeded by the incorporation of Oi S.A. – In Judicial Recovery) (“Oi Móvel”), as seller, and the Company, Tim S.A. and Claro S.A., as buyers, with the intervention-approval of Telemar Norte Leste S.A. – In Judicial Recovery (succeeded by the incorporation of Oi S.A. – In Judicial Recovery) and Oi S.A. – In Judicial Recovery, as agreed (“Contract”), through which the Company acquired 100% (one hundred percent) of the shares issued by “Garliava RJ Infraestrutura e Redes de Telecomunicações S.A.” (“Target Society”), society of which the mobile telephony assets of Oi Móvel were exclusively contributed to (“UPI Mobile Assets”), acquired by the Company, as a result of the division and segregation of UPI Mobile Assets accorded between the buyers in the terms of the Contract (“Operation”);

 

(2)             ratify the nomination and contracting of Ernst & Young Assessoria Empresarial Ltda., a limited business company, headquartered in the City of São Paulo, São Paulo State, on Av. Juscelino Kubitschek, No. 1909, Torre Norte, 10^th floor, ZIP 04543-011, registered in the CNPJ/ME under the No. 59.527.788/0001-31 (“Evaluator”), company specialized contracted by the Company’s management for the preparation of the evaluation report of the Target Society provided for in Article 256, paragraph 1 of the Brazilian Corporations Law (“Assessment Report”);

 

(3)             approve the Assessment Report elaborated by the Evaluator; and

 

(4)             ratify the provisions adopted by the Company’s administration for the acquisition of the Target Society in the closing of the Operation.

 

The Company informs that will adopt the remote voting procedure for the Meeting and, therefore, on this date, will be made available to the Shareholders the remote voting ballot, as established in the CVM Resolution No. 81/22 (“RCVM 81”).

GENERAL INSTRUCTIONS:

 

(i)	according to Article 10 and following paragraphs of the Company’s Bylaw, only shareholders whose shares are registered in their name in the records of the bookkeeping institution at least seventy-two (72) hours before the date scheduled for the Meeting, may take part and vote in the Meeting

 

(ii)	Participation by the shareholders may be in person, or by proxy/legal representative duly appointed, or by means of a remote voting ballot, and detailed guidelines on the documentation required in each case are mentioned in the Manual disclosed on the date hereof:

 

·

In Person: Should a shareholder choose to attend the Meeting in person, they must attend the Meeting with a document proving their identity (ID card and CPF).

 

·

By Legal Representative/Proxy: In order to speed up and increase the efficiency of the Meeting, pursuant to the provisions of Article 10, second paragraph of the Bylaws, the Company requests that the shareholders who intend to be represented at the Meeting by means of a duly appointed legal representative/proxy, deposit the power-of-attorney/proxy instruments and documentation described in the Manual at the Company's headquarters at Avenida Engenheiro Luiz Carlos Berrini, 1376, 17th floor, Cidade Monções, in the Capital of the State of São Paulo, CEP 04571-936, to the attention of the Investor Relations Office on business days, from Monday to Friday, from 9:00 a.m. to 6:00 p.m., at least seventy-two (72) hours prior to the date scheduled for the Meeting. Alternatively, with the intention to ensure the participation of the shareholders, the consignment of representation mandate and documentation described in the Manual will be accepted through the email address [email protected], up to 72 (seventy-two) hours before the designed date of the Meeting, provided that it is produced and signed using the ICP-Brazil certification.

 

·

Remote Voting Ballot: If the shareholder chooses to exercise the voting right remotely, pursuant to RCVM 81, they may send the remote voting ballot through its respective custody agent, the Company's bookkeeping institution (Banco Bradesco S.A.) or directly to the Company, according to the guidelines set forth in the Manual and the remote voting ballot. The Company informs that in the case of worsening of the COVID 19 pandemic, this Meeting may be converted in an exclusively digital assembly, in the terms of RCVM 81. In this case, the Company will resubmit the documents related to the Meeting, informing the shareholders on means of participation and related procedures.

 

·

For all participation means mentioned above, the shareholders and/or legal representative/proxy must present an updated statement containing the respective shareholding position, issued by the custody agent, up to 72 (seventy-two) hours in advance of the date scheduled for the Meeting, under the terms of the Manual.

 

 

(iii)

All documents related to the Meeting Call Notice are available at Company's headquarters, and may also be consulted at the websites of the Brazilian Securities Exchange Commission - CVM (www.cvm.gov.br), B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br), and the Company (www.telefonica.com.br/ri), in accordance with the provisions of the Brazilian Corporations Law and RCVM 81.

 

 

São Paulo, June 14, 2022.

 

Eduardo Navarro de Carvalho

Chairman 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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