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

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August 19, 2022 5:28 PM EDT

 

 

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 August, 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

 

 

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

 

 

No

X 

 

 

 

 

 
 

 

TELEFÔNICA BRASIL S.A.

Publicly Held Company

CNPJ/MF No. 02.558.157/0001-62

NIRE No. 35.3.0015881-4

 

MINUTES OF THE 425th BOARD OF DIRECTORS MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 19, 2022

 

1. DATE, TIME AND VENUE: On August 19, 2022, at 11:00 a.m., held remotely, as provided in the Article 19, first Paragraph of the Internal Rules of the Board of Directors and the Technical and Consulting Committees (“Rules”) of Telefônica Brasil S.A. (“Company”).

 

2. CALL NOTICE AND ATTENDANCE: The call was waived, given the presence of all members of the Board of Directors, who subscribe these minutes, pursuant to the Article 15, Paragraph 2 of the Company’s Rules, establishing, therefore, quorum in accordance with the Bylaws. The General-Secretary and Legal Officer, Mr. Breno Rodrigo Pacheco de Oliveira, also attended the meeting as 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 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 July 31, 2022, in the gross amount of R$ 300,000,000.00, corresponding to the net amount of R$ 255,000,000.00 withholding income tax, was approved. The interest per share is equivalent to R$0.17961450011¹ per common share (R$0.15267232509¹ net of income tax).

The IoC will be credited individually to each shareholder, in accordance with the shareholding position in the Company’s records at the end of August 31, 2022. After said date, the shares will be considered as “ex-interests”.

The IoC will be included in the minimum required dividend for the fiscal year of 2022 “ad referendum” of the General Shareholders’ Meeting to be held in 2023, and the payment will be made by July 31, 2023, in a date yet to be determined by the Company’s Management.

“1. Amount per share updated on 08.11.2022, due to acquisition of shares under the Company’s Share Buyback Program, the amount per share may change, the shareholding position of 08.31.2022 will be taken into consideration.”

 
 

 

TELEFÔNICA BRASIL S.A.

Publicly Held Company

CNPJ/MF No. 02.558.157/0001-62

NIRE No. 35.3.0015881-4

 

MINUTES OF THE 425th BOARD OF DIRECTORS MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 19, 2022

 

5. CLOSING: There being no further matters to discuss, the Chairman of the Board of Director stated that the meeting was adjourned, and these minutes were drawn up. São Paulo, August 19, 2022. (aa) Eduardo Navarro de Carvalho – Chairman of the Board of Directors. Board Members: Alfredo Arahuetes García; Ana Theresa Masetti Borsari; Andrea Capelo Pinheiro; Christian Mauad Gebara; Claudia Maria Costin; 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 425th Meeting of the Board of Directors of Telefônica Brasil S.A., held on August 19, 2022, drawn up in the Company’s book. This is a free English translation.

 

 

______________________________________

Breno Rodrigo Pacheco de Oliveira

Secretary

 
 

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.

 

 

 

TELEFÔNICA BRASIL S.A.

Date:

August 19, 2022

 

By:

/s/ João Pedro Carneiro

 

 

 

 

Name:

 João Pedro Carneiro

 

 

 

 

Title:

Investor Relations Director

 

 

 

 

 


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