エドガーで原本を確認する
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 March, 2025
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 No. 02.558.157/0001-62
NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING
OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
1. DATA, TIME AND VENUE: On March 13th, 2025, 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 January 30th and 31st, February 1st/2nd/3rd, 2025, pages C5, B3 and A5, 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), on January 29th, 2025.
4. ATTENDANCE: Were present at the Meeting, on first call, shareholders representing approximately 91.29% of the common shares issued by the Company, which are included in the Shareholders' Attendance Register No. 004, considering the valid distance voting ballots received by B3 S.A. – Brasil, Bolsa, Balcão, in its capacity as the central depository for the Company's shares, and also directly by the Company, pursuant to RCVM 81, according to the summary voting map consolidating the votes cast remotely, disclosed on March 11th, 2025 (“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; Mrs. Gabriela Soares Pedercini, member of the Fiscal Board, was also present to provide any necessary clarifications.
5. PRESIDING BOARD: Breno Rodrigo Pacheco de Oliveira - Chairman of the Meeting; and Nathalia Pereira Leite – Secretary of the Meeting.
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
6. AGENDA:
| 1. | Approve the reverse split of all common shares issued by the Company, in the proportion of 40 (forty) shares to 1 (one) share, and subsequent split, so that 1 (one) reverse split share will correspond to 80 (eighty) shares, without any change to the Company’s share capital value, but solely to its total number of shares (“Operation”); |
| 2. | Amend Article 5, caput, of the Company's Bylaws, which deals with share capital, to reflect the new number of shares into which the Company's share capital will be divided as a result of the Operation, as well as the cancellation of 21,944,664 (twenty-one million, nine hundred and forty-four thousand, six hundred and sixty-four) common shares issued by the Company, held in treasury, as approved by the Board of Directors at a meeting held on December 20th, 2024; |
| 3. | Restate the Bylaws of the Company, in order to reflect the amendment proposed in item 2 above; and |
| 4. | If the Operation is approved, authorize the Company's Executive Board to define the date to start the procedures to implement the Operation, which should be within a period of 6 (six) months from the date of the Meeting, as well as to perform all acts necessary for the implementation of the Operation. |
7. RESOLUTIONS:
Initially, it was clarified that, as everyone was aware, the main purpose of the Meeting was to discuss and resolve on the proposal of the Operation.
Additionally, it was noted that the matter had been previously analyzed by the Audit and Control Committee, by the Fiscal Council, and by the Company's Board of Directors, which were in favor of all items of the agenda for which they were responsible.
Lastly, it was informed that the documentation relevant to this Meeting was available to the shareholders for consultation, including the Consolidated Distance Voting Map. The attending shareholders agreed with (i) the waiver of the reading of the referred documents, as they were fully known by all, 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.
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
After examining and discussing the items of the agenda, the attending shareholders resolved as follows:
(1) Approve the reverse split of all common shares issued by the Company, in the proportion of 40 (forty) shares to 1 (one) share, and subsequent split, so that 1 (one) reverse split share will correspond to 80 (eighty) shares, without any change to the Company’s share capital value, but solely to its total number of shares.
It was approved, by the majority of votes, with abstentions (according to the final synthetic voting map contained in Exhibit A), the proposal for the grouping of all common shares issued by the Company and subsequent split, without any change to the Company’s share capital value, but solely to its total number of shares, under the following conditions:
| · | Proportions of the reverse split and subsequent split: the shares will be grouped in the proportion of 40 (forty) shares to 1 (one) share, and subsequently split, so that 1 (one) grouped share will correspond to 80 (eighty) shares. |
| · | American Depositary Receipts (“ADRs”): The Operation will imply a change, in parallel with its implementation, in the number of shares that make up each ADR, with 01 (one) ADR representing 02 (two) common shares issued by the Company, while the total number of ADRs in circulation will remain unchanged. |
| · | Maintenance of rights: the Operation (i) will apply to all shareholders of the Company; (ii) will not result in a change in the value of the Company's share capital; and (iii) will not modify the rights granted by the shares issued by the Company to their holders. |
| · | Trading: The common shares issued by the Company will continue to be traded on B3 S.A. – Brasil, Bolsa e Balcão and the ADRs will continue to be traded on NYSE – New York Stock Exchange. |
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
· Applicable Procedures:
| a. | Authorization to the Executive Board: the Company’s Executive Board will define the date to start the procedures to implement the Operation, which should be within a period of 6 (six) months from the date of this Meeting (“Executive Board Deliberation”).; |
| b. | Deadline for Adjusting Shareholding Position: once the Executive Board Deliberation has been taken, a period of no less than 30 (thirty) days will be determined for shareholders holding common shares of the Company to be able, if applicable, to adjust their shares into whole lots multiples of 40 (forty), at their own discretion (“Position Adjustment Period”); |
| c. | Implementation of the Operation: The Operation will be carried out on the first business day following the end of the Position Adjustment Period, at which time the Company's share capital will be divided into 3,261,287,392 (three billion, two hundred and sixty-one million, two hundred and eighty-seven thousand, three hundred and ninety-two) common shares with no par value, already considering the cancellation of shares resolved at the Board of Directors meeting held on December 20th, 2024, and the shareholders will have their shareholding positions adjusted. Once the Position Adjustment Period has ended, shareholders who hold fractions of shares resulting from the Operation will be subject to the procedure set forth in item “d” below; |
| d. | Auction of Remaining Share Fractions: After the end of the Position Adjustment Period, the fractions of shares held by shareholders who have not adjusted their position to multiples of 40 (forty) shares will be grouped into whole numbers and sold at auction to be held at B3 S.A. – Brasil, Bolsa e Balcão on behalf of the holders of the fractions. The net proceeds obtained from the sale of these shares, will be proportionally distributed among all holders of the fractions of shares, on a date and in a manner to be timely informed by the Company, as follows: |
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
| i. | shareholders with complete registration data: the net proceeds will be deposited into the current account indicated in the respective shareholder's registration; |
| ii. | shareholders with shares deposited in the B3 Central Depository: the net proceeds will be credited directly to the Central Depository, which will be responsible for forwarding them to the respective shareholder through its custody agent; and |
| iii. | other shareholders not identified or without complete registration data: the net proceeds will be made available at the Company, for the legal period, for receipt by the respective holder upon provision of complete registration data. |
The funds allocated to investors (resident and non-resident) may be subject to income tax on any gains, which will be taxed as “net gains” in accordance with current legislation. Therefore, the appropriate tax treatment should be identified directly by the respective shareholders and their advisors.
Consequently, with the completion of the Operation, the Company's share capital, in the amount of R$60,071,415,865.09 (sixty billion, seventy-one million, four hundred and fifteen thousand, eight hundred and sixty-five reais and nine cents) will be represented by 3,261,287,392 (three billion, two hundred and sixty-one million, two hundred and eighty-seven thousand, three hundred and ninety-two) common, book-entry shares with no par value.
(2) Amend Article 5, caput, of the Company's Bylaws, which deals with share capital, to reflect the new number of shares into which the Company's share capital will be divided as a result of the Operation, as well as the cancellation of 21,944,664 (twenty-one million, nine hundred and forty-four thousand, six hundred and sixty-four) common shares issued by the Company, held in treasury, as approved by the Board of Directors at the meeting held on December 20, 2024.
It was approved, by majority of votes, with abstentions (according to the final synthetic voting map contained in Exhibit A), the amendment of article 5, caput, of the Company's Bylaws to reflect the new number of shares into which its share capital is divided as a result of the Operation and the cancellation of 21,944,664 (twenty-one million, nine hundred and forty-four thousand, six hundred and sixty-four) common shares issued by the Company, held in treasury, as approved by the Board of Directors at a meeting held on December 20th, 2024, without reducing the value of the share capital. Therefore, with the implementation of the Transaction, article 5 of the Bylaws will come into force with the following wording:
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
“Art. 5 - The fully paid-up and subscribed capital is R$60,071,415,865.09 (sixty billion, seventy-one million, four hundred and fifteen thousand, eight hundred and sixty-five reais and nine centavos), divided into 3,261,287,392 (three billion, two hundred and sixty-one million, two hundred and eighty-seven thousand, three hundred and ninety-two) shares, all common, book-entry, with no 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 of the Company, in order to reflect the amendment proposed in item 2 above.
It was approved, by majority of votes, with abstentions (according to the final synthetic voting map contained in Exhibit A), the consolidation of the Company's Bylaws, which, with the completion of the Operation, will come into force in the form of the wording contained in Exhibit B to these minutes.
(4) If the Operation is approved, authorize the Company's Statutory Board to define the date for the start of the procedures for implementing the Operation, and such date must be within the period of 06 (six) months from the date of the Meeting, as well as to perform all acts necessary for the implementation of the Operation.
It was approved, by majority of votes, with abstentions (according to the final synthetic voting map contained in Exhibit A), the authorization for the Company's Executive Board to define the date to start the procedures to implement the Operation, which should be within a period of 6 (six) months from the date of the Meeting, as well as for it to perform all acts necessary for the implementation of the Operation.
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
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 Chairman 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 Chairman 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:
|
________________________________ Breno Rodrigo Pacheco de Oliveira Chairman of the Meeting and Management Representative |
________________________________ Nathalia Pereira Leite Secretary of the Meeting |
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
Shareholders:
Those in attendance via remote voting bulletin, pursuant to article 47, paragraph 1, of RCVM 81:
|
ANDRE MARINO KULLER ALEX ROQUE GIORDAN LUIZ MARCHETTI FILHO THALIS PRIMON TAVEIRA WAGNER FERNANDO DA SILVA TAYNAN HENRIQUES TUPINAMBAS CLAUDIA GONCALVES DUARTE AMILCAR SIMOES SILVESTRE RUI DE ALMEIDA MARTINS SILVIO DOS SANTOS BRAGA RODRIGO TETSUO BURDA SENZAKI ILFRAN LOPES GONCALVES SERGIO AUGUSTO ALVES COUTINHO RAFAEL AUGUSTO SILVA CETE LUCIANO FOLADOR SERGIO LINCON ANDRADE GLEICE CAIRES NANTES DE SOUZA LUIZ ALEXANDRE DE ALMEIDA MACEDO THIAGO MIRANDA FRANCA RAFAEL URSO PARREIRA PINTO EVERTON FRANCISCO ZAMAI COLAFATI BRUNO REINOSO TEIXEIRA PINTO SAVIO RICARDO DE CARVALHO ARAUJO JULIANO FRANCISCO ANGELI CARLOS EDUARDO BIANCHI JUNIOR MARCIA MIYUKI SAITO JOAQUIM QUIRINO MENDES RODRIGO MAGALHAES VASCO ENZO RINCON VINICIUS GAGNO LIMA ERIJAMASON BRILHANTE HONORATO LUIZ AUGUSTO IVO METZKER JOEL DE SOUZA FAGUNDES LEANDRO BERMUDES DE OLIVEIRA GUILHERME HOMMERDING ALT RENATO DE SOUZA ARANTES NAYARA ERNANDES DE PAULA PEDRO IVO ANDRADE TAVARES RAFAEL DE SOUSA COUTINHO HECTOR SANTOS WELDER PASSOS MOSSI MARCO AURELIO HINTZ DOUGLAS ALEXANDRE DE ASSIS NELSON TOSHIO AOKI CARLOS AUGUSTO SCHMIDT CLEVERSON REGIS LINO MARCHALEK FRANCISCO DAS CHAGAS COSTA MAURO HELFSTEIN G CARDOSO PAULO HENRIQUE MENDES DE ANDRADE KIRK ANDERSON BASTOS VIANA RENATO JOSE DA SILVA EVERALDO JOSE PEREIRA SILVERIO DA CONSOLACAO MOREIRA RONALDO DOS SANTOS ROCHA LUIZ ROBERTO GOULART THIAGO DIEGO WONSOVICZ RODRIGO GAIBA DE OLIVEIRA GUSTAVO VITORIA TEIXEIRA JOSE AIRON DE ALMEIDA DAIANA CRUZ GONCALES MANUEL DANILO DE OLIVEIRA MARQUES MARCELO TADEU BEVILAQUA MELONI CARLOS ALBERTO BALDAN IVANA LUCIA DAMASIO MOUTINHO MARCOS BATISTA DE MORAIS LUIZ GUSTAVO FUNCHAL DE CARVALHO GABRIEL HENRIQUE DE ARRUDA CARVALHO CRISTIANO DOS SANTOS VALTER REINERI HERMIRO TEIXEIRA MENDES FILHO JULIANA DE OLIVEIRA SOUZA GABASSO MARCELO CALDEIRA BRANT DESSIMONI MARIA AMELIA APARECIDA DE ARAUJO ROGERIO RESSIO LUIZ RICARDO ALVES COSTA MANOEL ALVES DO COUTO MARCIO HENRIQUE MAMONI ADRIANO RODRIGUES SOUSA RICHARD RIETJENS AUXILIADORA AMITI FAGUNDES ALICE DIOGO TAVARES IURI JONATHAN SOUZA PEREIRA VILMAR IGNACIO DIEGO PROTASIO DE VASCONCELOS ADEMIR AFONSO CAPRIOLI CAUE MENDES TAVARES ROGERIO DOS SANTOS CAVALCANTE GABRIEL TELES DA SILVA CARLOS EDUARDO DE OLIVEIRA BORGES EDSON DE JESUS COSTA MARLON VIEIRA DE JESUS MARCIAL LOPES FILHO PEDRO LUIZ DE FREITAS ELAZAR DORNELLES CEZA GERMANO ULTRAMARI NETO JOHNNY HARRISON DOS SANTOS CHIAMENTE ANGELO RODRIGUES COELHO LUCIANI CARLA SCHMITZ SANTOS FABIO SOUSA SILVA CESAR AUGUSTO DOS SANTOS ARAUJO EDUARDO ROGERIO DE FARIA ATTILA DE MELO CAMPOS FLAVIO GALVAO LIGABO MOTTA SILVANIA MARIA SEVERINO JACKSON AMELCO MARTINS FERNANDO ISAIAS DE SOUZA MARCOS ANTONIO RUIZ VINICIUS MELLO DO LIVRAMENTO ELINALDO VIEIRA DOS SANTOS EDUARDO TASSINARI CLEYDERSON PEREIRA DE OLIVEIRA LUIZ CLAUDIO OCTAVIANO DE ALVARENGA FILHO GILBERTO CARDOSO BRAZ JOSE APARECIDO DA SILVA ERLEI MOLTER MAGNO LUIS MARINHO DE JESUS RAFAEL SIMONE SAIA GABRIEL POZZER SECCO JOAB WILSON DE SOUZA MARCIO MENDES RENATO SANDRINI TAYRONE HENRIQUE PIRES ROGERIO MORAES GONCALVES BRUNO ALVES DE LIMA SAMUEL CARRACCIOLI SANTOS JOSE OLAVO DE ANDRADE IGNACIO OLIVEIRA CARLOS EDUARDO SANTOS DE CARVALHO NILDEMAR RODRIGUES CARLOS FONSECA AVILA JULIANO MIZUMA ANDRADE FERNANDO CESAR CAMILO CARLOS HENRIQUE SALES GARCIA CARLOS DA COSTA VIEGAS MARCOS DE OLIVEIRA VALIN JR EVERALDO SENA DOS SANTOS RAPHAEL BARROS COUTINHO EDUARDO BETINE BUCKER WESLEI GUADALUPE DE SOUZA MARCELO LEIROZ PINTO ANTONIO CARLOS DE SIQUEIRA EDIMAR ANDRADE DA SILVA JOAO JOSE LOPES LINOMAR DA COSTA BOTELHO ESTANISLAU BARBOSA COSTA JHONES RODRIGUES DE FARIA BRUNO LUIS DE RESENDE GILBERTO NEY OTTONI DE BRITO LUIZ CARLOS BRAZ GUADAGNINE GENILTON DO CARMO NASCIMENTO VANDERCI MAIA GOMES ROBERTO BAVARESCO CLAUDIO ANTONIO SODARIO EDUARDO JUST BARCELOS PAULO RICARDO JUNQUEIRA MARIO LUIS MOREIRA PRADO WELLINGTON MASSANORI KIKUTI GUSTAVO GUIMARAES DE SA JOSE CARLOS MARTIN GONCALVES LUCIANO O B SANTOS ELTON JONES SABINO ZAILUX WIZAIKROPH SOUSA GOMES CINTIA PAES ARANTES FONSECA JEYSON RICARDO MAKSYMOWICZ MARCELINO HERMES BARROSO ALEX SOARES DA SILVA ANDRE TESSARO PELINSER RAFAEL DE ALENCAR LACERDA ROBERT GOMES MELO HERIVELTO MACHADO DE ANDRADE PABLO RUAN AMORIM FERREIRA PEDRO HENRIQUE DO NASCIMENTO CAMPOS RIBEIRO LEONARDO BRAGA DE ANDRADE FABIO PIRES DE ALMEIDA DIOGO ALVES GARCIA NUNES SERGIO LISBOA DE FREITAS ALEXANDER SOUZA DA SILVA FABIO GOMES DA SILVA ALISSON HENRIQUE SANTOS GONDIM MARCIO CORREA ALVES JOAO BATISTA JANSEN DANIELE ADILSON KANEHIRA NELSON MARCIANO DA SILVA PATROCINIO FERNANDO FUKUNAGA RAMON GRANDCHAMP SERAFIM MOESIO ROCHA TELES JUNIOR ALEXANDRE GARAY GOMEZ SILLAS ALVES BATISTA CARLOS ALEXANDRE TOTH GUEDES EDUARDO LOPES DE BARROS ALUISIO MENDES DA ROCHA FILHO CARLOS ALBERTO MOREIRA KOPKE RENATO LIMAO THOMAS GLEZER RAFAEL ISIDRO DE SOUZA CLEBER DE SOUZA OLIVEIRA DILCE MARIA BERNARDI GUSTAVO CRUZ MOTA LUCAS LOPES CARDOSO DORIVAL DE STEFANI LUCAS PEREIRA FONSECA HELTON CALDEIRA DA SILVA SOREN ARTUR METZ RICARDO ALONSO GONZALEZ MAURICIO MARTINS DE ALMEIDA FILHO NORBERTO VIDOTTO DE NEGREIROS MIGUEL ANGEL CORBA VINICIUS PEGORINI ARNHOLD THIAGO SAMIR GUIMARAES REI ANDRE LUCAS PEREIRA DE JESUS LEONARDO SANTOS LEAL ADRIANO SOEIRO LIMA JOSE ALFREDO DOS REIS JUNIOR VALDECIR KOHLER JUNIOR FABIO LUIZ FERRAZ MING AMILTON JOSE GOIS PAULO HENRIQUE BARTH SIDNEY MAURY SENTONA ADAUTO VIEIRA DE LIMA DANIEL DO CARMO PAULO LEONES GONCALVES DE MELO ROSA VALDEI FERREIRA DE SOUZA ALINE GONCALVES RODRIGUES FIGUEIREDO HUGO AMANCIO MEDEIROS LEONARDO FELIPE FONTANA PRICILA KELI CAETANO SANDRO DA CUNHA YAMADA JORGE LUIZ DE OLIVEIRA CUNHA ELISSON HUDSON SOUZA TEIXEIRA ARENILSON RODRIGUES DOS SANTOS LUIZ KUMAGAI HENRIQUE BERNARDES LOREGIAN LUCIANO FORLEPA RODRIGO DONIZETE PRADO RIBEIRO VALDEMAR HIPOLITO JUNIOR IVAN FRANCA DE MENEZES VINICIUS DA SILVA PEREIRA GLAUCIA JUNIA MARTINS CARNEIRO MARCUS VINICIUS CARVALHO DOS SANTOS SAMUEL VINICIUS LINO NEY KENITI UTIDA DANIELLA SOUSA ALVES CLAUDIA CLEDNA BATISTA DE OLIVEIRA LIMA HUGO RODRIGUES DE SOUZA ORLANDO RODRIGUES DOS SANTOS JEAN CARLOS BATISTA DA SILVA VINICIUS DE SOUZA MACHADO FERNANDO BARCELLOS DE OLIVEIRA LUIZ MARCOS RIBEIRO ANTONIO CARLOS GIMENEZ JUNIOR DAG CANESSO JURASZEK SERGIO GERALDO LOPES TIAGO VIDAL DE CAMPOS ADRIANO GIORA SCHIAS MIGUEL HLEBCZUK JUNIOR GUILHERME LOHNER SILVEIRA ALEX KENJI YAGUI VICENZO GOMES COLOMBARA HERMANN MILTON WERNERSBACH DOUGLAS CARLOS FRADIQUE JOAO PAULO NOGUEIRA MORAES HENRIQUE CASTRO BARROS DE CARVALHO ADONAI SILVA DOS SANTOS LUCIANO ANGELO RICHETTI JENNECY LAFAYETTE JUNIOR FERNANDES DA SILVA DANIEL ALCANTARA DE SOUZA MEDEIROS PAULO HENRIQUE LINDENBAH BONFA MAYCON TSUYOSHI MINAKAWA SYDNEY NETO ELMARIO BARBOSA MOTA JHEFFREY RHENAN RODRYGO SANTOS DA SILVA DOUGLAS HENRIQUE OVANDO LILIA DOS SANTOS FEITOSA FERNANDO RAMOS DO NASCIMENTO LUIZ AGENOR POLETTO GAZZI WANDERLEI FELIPE DA SILVA JOAO PEDRO PONTES LIMA MATIAS HELIO FRANCISCO SHIROMA ALOYSIO DE OLIVEIRA DIAS FILHO GABRIEL ALEX RAMIRO MARTINS LUCAS JUNQUEIRA VOLPE LUIZ FELIPE SANTOS DE AQUINO LOPES RENATO ALESSANDRO GANDOLFI LUCIANO GALECKAS MARQUES SILVIO HENRIQUE CABRAL MARCO ANTONIO BELLORIO GONDIM ASSAHD MILAN NETO WANDERLEY WESLEY SHOUGA MENDES HENRIQUE MEDINA VARGAS RENATO DOS SANTOS LUIZ FELIPE RODRIGUES DE SANTANA SILVIA LOPES DE SENA TAGLIALENHA DENILSON EDINALDO PINTO RICARDO VASSAO DOS SANTOS MARCOS ROBERTO CASTELLANI TSUDA JAIR HENRIQUE REIS JOSE ALCIDES BENETTI DE SOUZA JORGE LUIZ VENDRAMINI PAULO SERGIO ROCHA SERRA TSALEAH HOLDING LTDA ADRIANA DA SILVA COELHO CHANDRO COELHO MARCAL DA SILVA PAULO HENRIQUE DA SILVA OLIVEIRA EDMUNDO CALASANS DE CARVALHO JUNIOR ALEXANDRE FERNANDES DE OLIVEIRA JEFFERSON SILVA DOS SANTOS ALEXSANDRO DO NASCIMENTO VICTOR MANTOVANI GOSCH AMERICO PESCADOR OLIDIO NUNES MACHADO NETO MAURI DOS SANTOS PINTO EWERTON WENDLER DA COSTA AILSON FERREIRA DE MATOS SALVADOR FERNANDES DE JESUS JUNIOR MARCELO BONESSO RAVEL FLORES BRAHM PEDRO HENRIQUE BORGES PEREIRA DE WESTPHALEN MATEUS ARANHA SILVEIRA EBERTH GOMES DA SILVA IVAN DONIZETE COSENZA RITA DE CASSIA BUORO COSENZA JOAO CARLOS GONZALES LEONARDO ANTONIO BUTOLO RIBEIRO BRUNO VERNILHO NASCIMENTO JOAO DE SOUZA ALVES WENDEO FROTA DE ANDRADE BARROS ELISEU DA SILVA XAVIER MIKAL YEN MATSUMOTO CLEBER LINCOLN ANDRADE COSTA DOUGLAS CAMPOLINA DE SOUSA ALFREDO PIEKATOSKI MARTINS TAYLSON LIMA DOS SANTOS DOUGLAS FIGUEIREDO SANTOS FABIO VINICIUS VIDOTTO ALLAN AFONSO LIMA GABRIEL SALLA GALVAO DIAS EDUARDO FARINA ALAN SALGADO GONZALEZ ISRAEL DOS SANTOS GOMES JOSE APARECIDO PEDRO GABRIEL DE ALMEIDA DE OLIVEIRA GIOVANI DA CRUZ RENATO GOMES DA CONCEICAO CRISTIAN RICARDO WITTMANN KEVIN LUIGI DE SOUZA KLEBER MIRANDA LINHARES ADRIANA ALCANTARA DE PAULA FABRICIO YOSHIO TAKIZAWA YONEYAMA MARCELO NOZARI PACHECO RAFAEL LEITE VARELA LUAN FELIPE DE OLIVEIRA GUIDA LUCIANO DE ALMEIDA HORACIO VALDECI FELICIANO RODRIGUES JUNIOR JOAO PAULO MARQUES TAVARES ANDRE STANQUINI ROGERIO RODRIGUES GOMES MASTROANNI VERTUANI APRIGIO GEOVANO RODRIGO SILVA COSTA FERNANDA DE NORONHA FERREIRA DASCENCZE JEANE FELIX DE ANDRADE BREIER ANGELO VICENTE PASSATORI VINICIUS ALVES MAIA HUMBERTO CANDEIAS DE MORAES CARLOS EDUARDO ANTUNES ALMEIDA ANDRE FELIPE DUARTE MARTINS ROCHA ALICE LEMOS DE MORAIS ALYSON DEIVES PEREIRA STICHTING PENSIONENFONDS VAN DE METALEKTRO (PME) IBM DIVERSIFIED GLOBAL EQUITY FUND NTGI QM COMMON DAILY ALL COUNT WORLD EXUS EQU INDEX FD LEND LEGAL & GENERAL INTERNATIONAL INDEX TRUST NTGI QUANTITATIVE MANAGEMENT COLLEC FUNDS TRUST LEGAL & GENERAL GLOBAL EMERGING MARKETS INDEX FUND DOW RETIREMENT GROUP TRUST EXELON GENERATION COMP, LLC TAX QUALIFIED NUCLEAR DECOMM PAR CLINTON NUCLEAR POWER PLANT QUALIFIED FUND OAKLAND POLICE FIRE RET SYSTEM NORTHERN TRUST COLLECTIVE ALL COUNTRY WORLD I (ACWI) E-U F-L NORTHERN TRUST COLLECTIVE EMERGING MARKETS INDEX FUND-LEND LEGAL & GENERAL GLOBAL EQUITY INDEX FUND ASCENSION ALPHA FUND, LLC MOBIUS LIFE LIMITED LEGAL & GENERAL ICAV ARIEL INTERNATIONAL DM/EM LLC BARCLAYS MULTI-MANAGER FUND PUBLIC LIMITED COMPANY THE BOARD OF THE PENSION PROTECTION FUND LEGAL GENERAL SCIENTIFIC BETA EMERGING MARKETS FUND, LLC LEGAL GEN FUTURE WRD CLIMATE CHANGE EQTY FACTORS IND FUND PARAMETRIC TMEMC FUND, LP LGPS CENTRAL ALL WORLD EQUITY CLIMATE MULTI FACTOR ASSET MANAGEMENT EXCHANGE UCITS CCF LEGAL & GENERAL CCF LGPS CENTRAL GLOBAL MULTI FACTOR EQUITY INDEX FUND CITY OF PHILADELPHIA PUB EMPLOYEES RET SYSTEM LEGAL & GENERAL FUTURE WORLD ESG EMERGING MARKETS ETERNITY LTD HUMILITY LTD EMERGING MARKETS COMPLETION FUND, L.P. SANLAM UNIVERSAL FUNDS PLC VERDIPAPIRFONDET KLP AKSJE FREMVOKSENDE MARKEDER INDEKS I VERDIPAPIRFONDET KLP AKSJE FREMVOKSENDE MARKEDER F STICHTING PENSIOENFONDS ING STICHTING BEDRIJFSTAKPENSIOENFONDS V H BEROEPSVERVOER O D WE STICHTING PENSIOENFONDS PGB STICHTING BEDRIJFSTAKPENSIOENFONDS VOOR DE DETAILHANDEL VERDIPAPIRFONDET KLP AKSJEFREMVOKSENDE MARKEDER ME DELA NATURA- EN LEVENSVERZEKERINGEN N.V. INTERNATIONAL EQUITIES PASSIVE B UNIT TRUST SUPERANNUATION FUNDS MANAGEMENT CORPORATION OF S AUSTRALIA THE MASTER TRT BK JPN TRUSTEE OF JPM BRICS5 MOTHER FUND THE NOMURA T AND B CO LTD RE I E S INDEX MSCI E NO HED M FUN CONSULTING GROUP CAPITAL MKTS FUNDS EMER MARKETS EQUITY FUND CUSTODY BANK OF JAPAN, LTD. RE: EMERG EQUITY PASSIVE MOTHR F POPLAR TREE FUND OF AMERICAN INVESTMENT TRUST CUSTODY BANK OF JAPAN, LTD. AS TR F E EQUITY D IN PL F (PPF) WELLS FARGO (LUX) WORLDWIDE FUND CUSTODY BANK OF JAPAN, LTD. AS TR F E M E IN P M FUND VANGUARD INVESTMENT SERIES PLC CUST. B. O. J. LTD. A. T. F. R. B. L. A. T. F. J. G. D. M. F JPMORGAN ETFS (IRELAND) ICAV BLK MAGI FUND VANGUARD INVESTMENT SERIES PLC / VANGUARD ESG EMER NUVEEN/SEI TRUST COMPANY INVESTMENT TRUST AMERICAN HEART ASSOCIATION, INC. GUIDEMARK EMERGING MARKETS FUND VIDENT INTERNATIONAL EQUITY FUND - WI PHILADELPHIA GAS WORKS PENSION PLAN ADVISORS INNER CIRCLE FUND-ACADIAN E.M.PORTF CAMBRIA GLOBAL VALUE ETF SUN AMERICA SERIES TRUST-EMERGING MARKETS POR PARAMETRIC EMERGING MARKETS FUND AXA WORLD FUNDS - FRAMLINGTON EMERGING MARKETS COLLEGE RETIREMENT EQUITIES FUND THRIVENT INTERNATIONAL ALLOCATION FUND THRIVENT PARTNER EMERGING MARKETS EQUITY PORTFOLIO THRIVENT INTERNATIONAL ALLOCATION PORTFOLIO ISHARES MSCI BRIC ETF CHANG HWA CO BANK, LTD IN ITS C AS M CUST OF N B FUND TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY I F TOTAL INTERNATIONAL EX U.S. I MASTER PORT OF MASTER INV PORT ISHARES MSCI ACWI ETF ISHARES MSCI ACWI EX U.S. ETF WELLS FARGO EMERGING MARKETS EQUITY INCOME FUND ABERDEEN INTER SM COMP FD, A S OF AB INST COMM FUNDS, LLC FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC A E M FUND DEUTSCHE INVEST I BRAZILIAN EQUITIES BLACKROCK GLOBAL INDEX FUNDS FIDELITY NORTHSTAR FUND ISHARES EMERGING MARKETS FUNDAMENTAL INDEX ETF SCOTTISH WIDOWS INVESTMENT SOLUTIONS FUNDS ICVC- FUNDAMENTAL STICHTING PHILIPS PENSIOENFONDS ISHARES GLOBAL MONTHLY DIVIDEND INDEX ETF (CAD-HEDGED) BLACKROCK A. M. S. AG ON B. OF I. E. M. E. I. F. (CH) METALLRENTE FONDS PORTFOLIO ISHARES MSCI ACWI LOW CARBON TARGET ETF LATTICE EMERGING MARKETS STRATEGY ETF JNL/JPMORGAN GLOBAL ALLOCATION FUND BURROUGHS WELLCOME FUND FUNDAMENTAL LOW V I E M EQUITY EMERGING MARKETS EQUITY INCOME FUND GAM INVESTMENT MANAGEMENT (SWITZERLAND) AG F Z I I-Z A E M P VANGUARD INV FUNDS ICVC-VANGUARD FTSE GLOBAL ALL CAP INDEX F MIP ACTIVE STOCK MASTER PORTFOLIO HARTFORD MULTIFACTOR LOW VOLATILITY INTERNATIONAL EQUITY ETF ISHARES MSCI EMERGING MARKETS EX CHINA ETF FIDELITY INTERNATIONAL LOW VOLATILITY EQUITY INSTITUTIONAL T GMO GLOBAL R RETURN (UCITS) F, A SUB-FUND OF GMO FUNDS PLC VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF DEUTSCHE ASSET MANAGEMENT S.A. FOR ARERO - DER WEL SUNAMERICA SERIES TRUST SA EMERGING MARKETS EQUITY CENTRAL PROVIDENT FUND BOARD BMO MSCI EMERGING MARKETS INDEX ETF BMO LOW VOLATILITY EMERGING MARKETS EQUITY ETF THE MONETARY AUTHORITY OF SINGAPORE MERCER QIF FUND PLC ALLIANZ GLOBAL INVESTORS FUND - ALLIANZ BEST STYLE THRIVENT CORE EMERGING MARKETS EQUITY FUND ISHARES ESG MSCI EM LEADERS ETF THE REGENTS OF THE UNIVERSITY OF CALIFORNIA PEOPLE S BANK OF CHINA ISHARES ESG ADVANCED MSCI EM ETF ARERO - DER WELTFONDS -NACHHALTIG JOHN HANCOCK TRUST COMPANY COLLECTIVE INVESTMENT T SCOTTISH WIDOWS MANAGED INVESTMENT FUNDS ICVC -INT NEW AIRWAYS PENSION SCHEME FIDELITY INVESTMENTS MONEY MANAGEMENT INC FIDELITY GLOBAL VALUE LONG/SHORT FUND ISHARES CORE MSCI EMERGING MARKETS IMI INDEX ETF THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FO 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 TRUSTEE FOR MUTB4000 BAYERNINVEST KAPITALVERWALTUNGSGESELLSCHAFT MBH FO BAYERNINVEST KAPITALVERWALTUNGSGESELLSCHAFT MBH FO ISHARES MSCI EMERGING MARKETS QUALITY FACTOR ETF AXA IM ETF ICAV POLICE AND FIREMEN'S RETIREMENT SYSTEM OF NEW JERS MERCER UCITS COMMON CONTRACTUAL FUND FIDELITY GLOBAL VALUE LONG/SHORT MULTI-ASSET BASE GMO MULTI-ASSET TRUST BLACKROCK LIFE LIMITED - DC OVERSEAS EQUITY FUND THE SEVENTH SWEDISH NATIONAL PENSION FUND - AP7 EQUITY FUND THE BANK OF N. Y. M. (INT) LTD AS T. OF I. E. M. E. I. F. UK FIRST TRUST GLL FUND PLC - FIRST TR EMERG MKTS ALPH UCITS ET NN PARAPLUFONDS 1 N.V KAPITALFORENINGEN INVESTIN PRO, GLOBAL EQUITIES I LEGAL GENERAL U. ETF P. LIMITED COMPANY STICHTING PENSIOENFONDS VAN DE ABN AMRO BK NV STICHTING PENSIOENFONDS HOOGOVENS KAPITALFORENINGEN INVESTIN PRO, GLOBALE AKTIER IND METZLER ASSET MANAGEMENT GMBH FOR MI-FONDS K18 STICHTING JURIDISCH EIGENAAR ACHMEA INVESTMENT MAN VIRGINIA RETIREMENT SYSTEM NATIONAL ELEVATOR INDUSTRY PENSION PLAN CITY OF BALTIMORE EM RETIREMENT SYSTEM TEACHERS RETIREMENT ALLOWANCES CIBC EMERGING MARKETS INDEX FUND SOUTHERN CAL ED C N F Q C DC MT S ON P VD N G ACADIAN EMEMRGING MARKETS EQUITY FUND LOUSIANA STATE EMPLOYEES RETIR SYSTEM IN BK FOR REC AND DEV,AS TR FT ST RET PLAN AND TR/RSBP AN TR EATON VANCE COLLECTIVE INVESTMENT TFE BEN PLANS EM MQ EQU FD THE BANK OF NEW YORK MELLON EMP BEN COLLECTIVE INVEST FD PLA BNYM MELLON CF SL EMERGING MARKETS STOCK INDEX FUND EATON VANCE TR CO CO TR FD - PA STR EM MKTS EQ COM TR FD EMPLOYEES RETIREMENT SYSTEM OF TEXAS EVTC CIT FOF EBP-EVTC PARAMETRIC SEM CORE EQUITY FUND TR EATON VANCE MANAGEMENT PACIFIC GAS A EL COMP NU F Q CPUC DEC MASTER TRUST SCHOOL EMPLOYEES RETIREMENT SYSTEM OF OHIO XTRACKERS MSCI ACWI EX USA ESG LEADERS EQUITY ETF DEUTSCHE X-TRACKERS MSCI ALL WORLD EX US HEDGED EQUITY ETF WILMINGTON MULTI-MANAGER ALTERNATIVES FUND VOYA EMERGING MARKETS INDEX PORTFOLIO GOLDMAN SACHS ETF TRUST - GOLDMAN SACHS EMERGING M RAILWAYS PENSION TRUSTEE COMPANY LIMITED POOL REINSURANCE COMPANY LIMITED IMCO EMERGING MARKETS PUBLIC EQUITY LP PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO BLACKROCK BALANCED CAPITAL FUND, INC. EMERGING MARKETS EQUITY SELECT ETF FIRST TRUST BRAZIL ALPHADEX FUND FIRST TRUST EMERGING MARKETS ALPHADEX FUND FIRST TRUST LATIN AMERICA ALPHADEX FUND THE EMERGING M.S. OF THE DFA I.T.CO. EMER MKTS CORE EQ PORT DFA INVEST DIMENS GROU COMMONWEALTH EMERGING MARKETS FUND 2 COMMONWEALTH GLOBAL SHARE FUND 23 COMMONWEALTH GLOBAL SHARE FUND 22 ABERDEEN STANDARD OEIC II - ASI EMERGING MARKETS INCOME E. F AEGON CUSTODY BV LEGAL & GENERAL COLLECTIVE INVESTMENT TRUST VICTORY MARKET NEUTRAL INCOME FUND LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED JOHN HANCOCK FUNDS II INTERNATIONAL STRATEGIC EQUITY ALLOCAT CITITRUST LIM AS TR OF BLACK PREMIER FDS- ISH WOR EQU IND FD QUILTER INVESTORS EMERGING MARKETS EQUITY INCOME F ABERDEEN LATIN AMERICAN EQUITY FUND ABERDEEN INV FUNDS ICVC III - ABERDEEN GLOBAL EMERG M Q E FD ABERDEEN INVESTMENT FUNDS UK ICVC II - ABERDEEN EM DIMENSIONAL EMERGING CORE EQUITY MARKET ETF OF DIM COMMONWEALTH GLOBAL SHARE FUND 16 COMMONWEALTH GLOBAL SHARE FUND 17 COLONIAL FIRST STATE INVESTMENT FUND 50 COLONIAL FIRST STATE WHOLESALE INDEXED GLOBAL SHAR ABERDEEN STANDARD SICAV I - DIVERSIFIED INCOME FUND ABERDEEN STANDARD SICAV I - LATIN AMERICAN EQUITY FUND LEGAL AND GENERAL ASSURANCE PENSIONS MNG LTD RBC QUBE LOW VOLATILITY EMERGING MARKETS EQUITY FU BIMCOR GLOBAL EQUITY POOLED FUND HEXAVEST SYSTEMATIC ESG EMERGING MARKETS EQUITY FU LUCAS GOMES DO VALE ENEDY MACHADO JUNIOR FLAVIO ROGERIO MORENO MICHEL GOMES DA SILVA ROBSON GONCALVES MARIANO ELIABE JOSE ESTOGIO SILVA ALESSANDO CESAR GROSSO WESLEY HENRIQUE MODESTO LARA FELIPE LUIZ SILVA CHARLES ANDRE NELSON TUCHAPSKI KINILDSON GESSIO PERSEGUEIRO ALISON MENDES DOS SANTOS JAMERSON GOMES DE SOUZA CELSO LUIS DE ANDRADE MEIRA AMELIA HARUMI FUJII VINICIUS EDUARDO CURSI JOSE MARIO MARTINS CARNEIRO IGARO TEIXEIRA FERREIRA LEONARDO HELBERT GOTTARDI ZAMBON FABIANO DE SOUZA FREIRE LUCIANO WANDERLEY PIMENTEL JONAS AGNEZI WILLIAM PINTO VIANNA YARA KIKUE KAWANO VOYA EMERGING MARKETS HIGH DIVIDEND EQUITY FUND LADY MARA LIMA DE BRITO FELIPE MENDONCA DE SANTANA IGOR DE SOUZA COELHO STEFAN KOITI KATAYAMA JOSENILDA VIEIRA DE LIMA ALVARO GOMES OMAR AHMAD YUSSUF DE OLIVEIRA GUSTAVO ANTONIO MONTEIRO DE VASCONCELLOS ANA LUMI KANAJI TIAGO RODRIGUES ANTONIO BERNARDO SANTOS PEREIRA JOSE ROBERTO RODRIGUES JUNIOR ROGER LEONEL MACIEL CONCEICAO DOUGLAS BEZERRA CRUZ MARCIA KAWA DE SOUZA MATEUS CHRYSOSTOMO DE SIQUEIRA MAURICIO ALVES DA SILVA WAGNER RICARDO SAMANIEGO MILTON GOMES DA SILVA FILHO DANILO SILVA GUIMARAES RAFAEL SAFUAN GUBEISSI BARDAUIL OLIVIA SILVA BORBA GERALDO APARECIDO A COSTA NILTON CESAR DA COSTA HENRIQUE CESAR DE PAIVA LARAIA THIAGO LUIZ SOUZA LEONIR MARCIO BARTNIK SALT RIVER PIMA-MARICOPA INDIAN C CITY OF LOS ANGELES FIRE AND POLICE PENSION PLAN EMPLOYEES RETIREMENT FUND OF THE CITY OF DALLAS EMPLOYEES RET FD OF THE CITY OF FORT WORTH GUIDESTONE FUNDS EMERGING MARKETS EQUITY FUND GARD UNIT TRUST CHUBB CORPORATION MASTER RETIREMENT TRUST SP INTERNATIONAL SHARES TRUST CUSTODY B. OF J. LTD. RE: STB D. E. E. F. I. M. F. COMMONWEALTH SUPERANNUATION CORPORATION CUSTODY B. OF J. LTD. RE: SMTB G. I. M. F. KRANESHARES MSCI EMERGING MARKETS EX CHINA INDEX E PACER EMERGING MARKETS CASH COWS 100 ETF VALIC COMPANY I - EMERGING ECONOMIES FUND ISHARES V PUBLIC LIMITED COMPANY HARTFORD INTERNATIONAL CAPITAL APPRECIATION FUND THE HARTFORD INTERNATIONAL VALUE FUND THE HARTFORD GLOBAL REAL ASSET FUND WELLINGTON MANAGEMENT FUNDS (IRELAND) PLC MGI FUNDS PLC THE INCUBATION FUND, LTD. HARTFORD GLOBAL IMPACT FUND AWARE SUPER PTY LTD LGIASUPER TRUSTEE HIGHLAND PUBLIC INFLATION HEDGES FUND DIEGO DAL BELLO MORASCO LUIS DE OLIVEIRA CUNHA LUIS FERNANDO NAKASHIMA MARILZA LEMOS GONCALVES ROGERLEI DE SOUZA TEIXEIRA WELINGTON PEREIRA DA SILVA JOSE HENRIQUE FERREIRA CORE GABRIEL PEREIRA MELHOR DOS SANTOS TIAGO ARANHA LOBO LUCIO MARCELO DE ANDRADE GUILHERME LOHMANN TOGNI EDVALDO LUIS DA SILVA SANTOS LEANDRO SILVA TESSARO MATHEUS PAIXAO TORQUATO PEDRO HENRIQUE MOURA DE FARIAS ILSON CLAUDINO DOS SANTOS FRANCISCA JESSICA P SILVA JOSE GEORGE COUTO BARROS LIMA MATHEUS JOSE DE PAULA CASSIANO MAYCON MESQUITA DA SILVA EDUARDO LUIZ DOS SANTOS RAMON CARLOS CARDOSO SILVIO ANDRES ILLI MARCELIO MARCO GONCALVES RODRIGUES FILHO SANDRO KAVSTSKI DA SILVA JUNIOR RODRIGO SILVA DE SOUZA KLEBER VINICIUS BARRETO REBOUCAS HERMANO JOSE VIEIRA JUVENIL CASTRO DE FARIA VICTOR HENRIQUE PROCOPIO DE OLIVEIRA ANTONIO CARLOS ALVES DE GOGDOY JOSE RONALDO PEREIRA DOS SANTOS RICARDO DA SILVA KISHIYAMA WESLEY HENRIQUE ZACARIOTTO ADILSON LUCAS DO NASCIMENTO JOSE AUGUSTO VIEIRA DOS SANTOS EDELSON DE SOUSA MOURA LAUDICEIA DA SILVA RAUL BUZATO JUNIOR DIOGO DA SILVA VANELI ARMANDO MATIAS NERES GIULIANO CANNO NOVELLI MAURO KNUPFER COUTINHO LUCAS STURION ANDRE FERNANDES COUTO GELSON GARCIA COELHO HUDSON BARREIROS DA SILVA MOYSES KUHLMANN JUNIOR FERNANDO HELENE DAVILA CARLOS FERNANDO CAVANHA ABEL FERNANDO ALVES DE SOUZA MARILDA COSTA GOMES THIAGO ALEX LOPES DA COSTA MATHEUS FERNANDES DAMASIO ADRIANA SALVIA DELGADO MARCELINO ALBERTO CAMPOS COSTA YURI FERREIRA GOMES DIAS EVANDRO GOMES DA SILVA EDUARDO MILANEZ ARAUJO LUCIANO DA SILVA VASCO RAFAEL MAYER DA SILVA EDUARDO DOS SANTOS ALEXANDRE FIGUEIREDO DE LEMOS LEANDRO VIEIRA SILVA PERICLES CAIRES PIRES HARRY ALVES ROCHA RICARDO FERNANDES SANTOS ROGGER FABIAN DONADEL JOSE AUGUSTO SANCHES DE ALMEIDA RIOS FRANCISCO DE ASSIS CAJUEIRO EWERTON TAKEO KIKUCHI EDERSON AUGUSTO DE LIMA MORAES DANILO KIYOSHI MATSUBARA VINICIUS CAETANO SCHIMITBERGER HENRIQUE CARVALHO DELARUE ISHARES EMERGING MARKETS DIVIDEND ETF DESJARDINS EMERGING MARKETS EQUITY INDEX ETF ISHARES PUBLIC LIMITED COMPANY ABRDN SICAV I - EMERGING MARKETS INCOME EQUITY FUN DIOGO DE ANDRADE VISCIANO MARCO ANTONIO DA SILVA SIQUEIRA ADENILSON OLIVEIRA FEITOSA ALBINO DE JESUS GEGE SIDNEI DA SILVA BARROS BRUNO ESTEVES TAVORA GUSTAVO HENRIQUE DA SILVA OLIVEIRA SARAH MORGENSTERN PEREIRA JULIO CESAR COSTA JOSE RICARDO RODRIGUES MARCELO DOS SANTOS RICARDO CAMPOS DOS SANTOS VALDIVO JOSE BEGALI JUNIOR MARCO AURELIO SILVA DE CASTRO VICENTE ANTONIO SARABIA Y PENUELA JOSE ROMULO DE CASTRO VIEIRA EDER ABADIO BARBOSA MICAEL FURIOSO ARAUJO ROSANA NOCCIOLINI CAIO HENRIQUE PASSOS SANTOS MATHEUS MUNHOZ EDUARDO SOUZA ARANHA FABIO JOSE DE ALMEIDA GUILHERME ROBSON GOMES DE CARVALHO EMERSON DOS SANTOS MIGUEL JONATHAN LOUSADO SILVA BRANDES INSTITUTIONAL EQUITY TRUST EMPLOYEES RET. SYST. OF THE CITY MILWAUKEE BRANDES INVESTMENT PARTNERS, LP 401(K) PLAN BRANDES INVESTMENT TRUST - BRANDES INT EQUITY FUND BRANDES INVESTMENT TRUST - BRANDES INS EMERGING MARKETS FUND WILMINGTON TRUST RETIREMENT AND INST S C COLLECTIVE I TRUST WILMINGTON TRUST FIDUCIARY SERVICES COMPANY C I T FOR E BAPTIST HEALTH SOUTH FLORIDA, INC. STATE OF ALASKA RETIREMENT AND BENEFITS PLANS BRANDES INTERNATIONAL EQUITY FUND BRANDES EMERGING MARKETS VALUE FUND SIONNA STRATEGIC INCOME FUND EURIZON CAPITAL S.A. BRANDES GLOBAL OPPORTUNITIES FUND BRANDES INVESTMENT FUNDS P L COMPANY / BRANDES E M V FUND ITAU FUNDS - LATIN AMERICA EQUITY FUND PUBLIC EMPLOYEES' LONG-TERM CARE FUND VANGUARD INTERNATIONAL HIGH DIVIDEND YIELD INDEX F VOYA MULTI-MANAGER EMERGING MARKETS EQUITY FUND INVESCO GLOBAL EMERGING MARKETS FUND (UK) VOYA VACS SERIES EME FUND DANILO BRAGA RIBEIRO ROSEANITA RANGEL CORREA DO PRADO ARILDO PASCOALINO CARDOSO MAURO CESAR DA SILVA GUIMARAES KATE LANE MARQUES MARTINS ALEXANDRE HENRIQUE BRESCOVITT NILTON DONISETI RODRIGUES HUMBERTO DE VASCONCELOS PRESSER DUKE POWER CO EMPLOYEE RETIREMENT PLAN FIREMEN S ANNUITY AND BEN. FD OF CHICAGO ILLINOIS STATE BOARD OF INVESTMENT UTAH STATE RETIREMENT SYSTEMS LSV EMERGING MARKETS EQUITY FUND LP RUTGERS, THE STATE UNIVERSITY NEBRASKA PUBLIC EMPLOYEES RETIREMENT SYSTEMS FUTURE FUND BOARD OF GUARDIANS SEI INST INT TRUST EM MKTS EQUITY FUND LACM GLOBAL EQUITY FUND L.P. SEI CATHOLIC VALUES TRUST - CATHOLIC VALUES EQUITY FUND SEI GLOBAL MASTER FUND PLC - THE SEI FACTOR ALLOCA VANGUARD FUNDS PLC / VANGUARD ESG GLOBAL ALL CAP U SEI GLOBAL MASTER FUND PLC, THE SEI EMERGING MKT EQUITY FUND SEI SELECT EMERGING MARKETS EQUITY ETF SEI INSTITUTIONAL INVESTMENTS TRUST SWE EX-US FUND SEI INST INVEST TR WORLD EQ EX-US FUND SEI INSTITUCIONAL INVESTMENT TRUST - WORLD S. E. F. LSV GLOBAL MANAGED VOLATILITY FUND LSV EMERGING MARKETS EQUITY FUND USA RUSSELL INVESTMENT COMPANY - RUSSELL I D MARKETS FUND RUSSELL TR COMPANY COMMINGLED E. B. F. T. R. L. D. I. S. SAN DIEGO CITY EMPLOYEES RETIREMENT SYSTEM RUSSELL INVESTMENT COMPANY EMERGING MARKETS FUND RUSSELL INVESTMENT COMPANY GLOBAL EQUITY FUND SCHWAB EMERGING MARKETS EQUITY ETF THE METHODIST HOSPITAL SCHWAB FUNDAMENTAL EMERG0ING MARKETS LARGE COMPANY INDEX ETF RUSSELL TRUST COMPANY COMMINGLED EMPLOYEE BENEFIT FUNDS T RUSSELL INVESTMENT COMPANY PUBLIC LIMITED COMPANY RUSSELL INVESTMENT COMPANY RUSSELL TAX-MANAGED INTERNATIONAL RUSSELL INVESTMENT MANAGEMENT LTD.AS T OF THE R M-A F E FUND RUSSEL INVESTIMENT FUNDS NON.US. FUND FRANKLIN TEMPLETON ETF T - FRANKLIN LIBERTYQ EMERGING M ETF RUSSELL INSTITUTIONAL FDS, LLC - RI EQUITY FD RUSSELL INSTITUTIONAL FUNDS, LLC - REM EQUITY PLUS FUND RUSSELL INVESTMENT MANAGEMENT LTD AS TRUSTEE OF THE RUSSELL RUSSEL EMERGING MARKETS EQUITY POOL RUSSEL INVESTMENTS GLOBAL EQUITY POOL RUSSEL OVERSEAS EQUITY POOL FRANKLIN TEMPLETON ETF TRUST - FRANKLIN FTSE BRAZI FRANKLIN TEMPLETON ETF TRUST - FRANKLIN FTSE LATIN ALBERTA INVESTMENT MANAGEMENT CORPORATION RUSSELL INVESTMENTS INTERNATIONAL SHARES FUND LOS ANGELES COUNTY EMPLOYEES RET ASSOCIATION SCHWAB INTERNATIONAL DIVIDEND EQUITY ETF RUSSELL INVESTMENTS CANADIAN DIVIDEND POOL STATE TREASURER OF MICH CUSTODIAN OF PUBLIC S EMPL RTMNT S CARDANO GLOBAL SUSTAINABLE EQUITY FUND OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM NOW: PENSION TRUSTEE LIMITED IN ITS CAPACITY AS TR FRANKLIN LIBERTYSHARES ICAV AVIVA INVESTORS GLOBAL MANAGED VOLATILITY FUND ENSIGN PEAK ADVISORS,INC CENTRAL STATES SOUTHEAST AND SOUTHWEST AREAS H AND W FUND BRIDGEWATER PURE ALPHA STERLING FUND, LTD. CIBC EMERGING MARKETS EQUITY INDEX ETF BWSP GLOBAL MACRO TRADING LIMITED BRIDGEWATER IMPLEMENTATION FUND IV, LLC BRIDGEWATER PURE ALPHA EURO FUND, LTD. BRIDGEWATER ACTIVE SUSTAINABLE EQUITIES, LP COMMONWEALTH EMERGING MARKETS FUND 6 STICHTING PGGM DEPOSITARY PRUDENTIAL ASSURANCE COMPANY SINGAPORE (PTE) LTD SCHWAB FUNDAMENTAL EMERGING MARKETS LARGE COMPANY INDEX FUND NBIMC LOW VOLATILITY EMERGING MARKETS EQUITY FUND NTGI-QM COMMON DAC WORLD EX-US INVESTABLE MIF - LENDING FIDELITY SALEM STREET TRUST: FIDELITY SERIES G EX US I FD FIDELITY SALEM STREET TRUST: FIDELITY FLEX INTERNATIONAL IND SPARTAN GROUP TRUST FOR EMPLYEE BENEFIT PLANS: SPARTAN EMERG SPARTAN GROUP TRUST FOR EMPLOYEE BENEFIT PLANS: SP LAZARD/WILMINGTON EMERGING MARKETS EQUITY ADVANTAG LAZARD/WILMINGTON COLLECTIVE TRUST LAZARD/WILMINGTON ACW EX-US DIVERSIFIED ADVANTAGE FIDELITY SALEM STREET T: FIDELITY G EX U.S INDEX FUND FIDELITY SALEM STREET T: FIDELITY TOTAL INTE INDEX FUND FIDELITY CONCORD STREET TRUST: FIDELITY ZERO INT. INDEX FUND FIDELITY SALEM STREET TRUST: FIDELITY SAI EMERGING CANADA PENSION PLAN INVESTMENT BOARD PACIFIC SELECT FUND - PD EMERGING MARKETS PORTFOLIO LAZARD EMERGING MARKETS EQUITY ADVANTAGE PORTFOLIO LAZARD EM EQUITY ADVANTAGE FUND LAZARD ASSET MANAGEMENT LLC FIDELITY GLOBAL EX-U.S. EQUITY INDEX INSTITUTIONAL GREAT-WEST EMERGING MARKETS EQUITY FUND ANDRE LUIZ SILVA MARCELO SANTOS DE FARIAS VAGNER JIAN MOTA DA SILVA STICHITING BLUE SKY ACT EQ EM MK GL FUND HOSPITAL AUTHRORITY PROVIDENT FUND SCHEME ILLINOIS MUNICIPAL RETIREMENT FUND UTD NAT RELIEF AND WORKS AG FOR PAL REFUGEE IN THE NEAR EAST INTERNATIONAL EXPATRIATE BENEFIT MASTER TRUST ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND FORD MOTOR COMPANY OF CANADA, L PENSION TRUST THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF IBM 401 (K) PLUS PLAN STATE STREET ACTIVE EM MKTS SEC LEND QP COM TR FD STATE OF MINNESOTA STATE EMPLOYEES RET PLAN STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC BRIGHTHOUSE FUNDS TRUST I B/ABERDEEN EMER MARKETS EQU PORTF SPDR SP EMERGING MARKETS ETF STATE STREET EMERGING MARKETS E N-L C TRUST FUND CUSTODY B.O.J,L..AS.T.F.S.E.E.INDEX MOTHER FUND STATE STREET GLOBAL A. L. S. - S. S. E. M. ESG S. E. E. F. ISHARES MSCI EMERGING MARKETS ETF SSGA MSCI ACWI EX-USA INDEX NON-LENDING DAILY TRUST WASHINGTON STATE INVESTMENT BOARD STATE STREET GLOBAL A LUX SICAV - SS EM SRI ENHANCED E F STATE STREET IRELAND UNIT TRUST SPDR SP EMERGING MARKETS FUND ST STR MSCI ACWI EX USA IMI SCREENED NON-LENDING COMM TR FD STATE STREET GLOBAL ALL CAP EQUITY EX-US INDEX PORTFOLIO ARROWSTREET (CANADA) GLOBAL ALL-COUNTRY FUND I ROCHE U.S. RETIREMENT PLANS MASTER TRUST STATE STREET GLOBAL ADVISORS LUX SICAV - S S G E M I E FUND STATE STREET EMERGING MARKETS EQUITY INDEX FUND ARROWSTREET INTERNATIONAL EQUITY ACWI EX US ALPHA EXT T FUND ARROWSTREET INTERNATIONAL EQUITY ACWI EX US TRUST FUND ARROWSTREET GLOBAL EQUITY ACWI TRUST FUND SPDR MSCI EMERGING MARKETS FOSSIL FUEL FREE ETF STATE ST GL ADV TRUST COMPANY INV FF TAX EX RET PLANS ARROW. CAP. IR. LTD FAOBO ARR. GL. EQ. CCF, ASFOTA CCF ARROWSTREET CAPITAL GLOBAL EQUITY LONG/SHORT FUND LIMITED ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND L PIMCO EQUITY SERIES: PIMCO RAFI DYNAMIC MULTI-FACTOR EMERGIN INTERNATIONAL MONETARY FUND ISHARES (DE) I INVESTMENTAKTIENGESELLSCHAFT MIT TG ARROWSTREET EMERGING MARKET ALPHA EXTENSION TRUST CITY OF NEW YORK GROUP TRUST NEW YORK STATE TEACHERS RETIREMENT SYSTEM BRIGHTHOUSE FUNDS TRUST I-SSGA EMERGING MARKETS EN ARROWSTREET EMERGING MARKET TRUST FUND HSBC BANK PLC AS TRUSTEE OF STATE STREET AUT EMERG NAT WEST BK PLC AS TR OF ST JAMES PL GL EQUITY UNIT TRUST SSGA SPDR ETFS EUROPE II PUBLIC LIMITED COMPANY THE MASTER TRUST BANK OF JAP, LTD. AS TR. FOR MTBJ400045828 THE MASTER TRUST BANK OF JAPAN, LTD. AS TRU FO MTBJ400045849 SCOTIA EMERGING MARKETS EQUITY INDEX TRACKER ETF QSUPER ARROWSTREET (DELAWARE) L/S FUND L.P. ARROWSTREET CLARENDON TRUST FUND STATE STREET SCREENED MSCI ACWI MINIMUM VOLATILITY ARROWSTREET CAPITAL NEWBURY FUND LIMITED MANAGED PENSION FUNDS LIMITED CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM THRIFT SAVINGS PLAN SPDR S&P EMERGING MARKETS EX-CHINA ETF ABERDEEN SELECT INTERNATIONAL EQUITY FUND ARROWSTREET CAPITAL COPLEY FUND LIMITED EUROPEAN CENTRAL BANK INVESTERINGSFORENINGEN SPARINVEST INDEX EMERGING MARKETS INVESTERINGSFORENINGEN NYKREDIT INVEST, TAKTISK ALLOKERING BOARD OF PENSIONS OF THE EVANGELICAL LUTHERAN CHURCH IN AMER COUNTY EMPLOYEES ANNUITY AND BENEFIT FD OF THE COOK COUNTY PUBLIC EMPLOYES RET SYSTEM OF MISSISSIPPI ARIZONA PSPRS TRUST ALASKA PERMANENT FUND ARROWSTREET US GROUP TRUST ARROWSTREET COLLECTIVE INVESTMENT TRUST MACKENZIE CORPORATE KNIGHTS GLOBAL 100 INDEX ETF JOHN HANCOCK VARIABLE INS TRUST INTERN EQUITY INDEX TRUST IGOR SIPRIANO SILVA THOMAS ALEXANDER SEABRA SALES CHRISTENSEN RAFAEL MATEUS TEIXEIRA RAFAEL ANGELO LASCALA FEMINELI BRUNO MILARE GARAVELLO LEONARDO GOMES BALTAR 4UM MARLIM DIVIDENDOS FUNDO DE INVESTIMENTO EM ACOES FUNDO DE INVESTIMENTO MULTIMERCADO CP IE -3102 JUNTO PARTICIPACOES FIA VIDALVO SILVINO DA COSTA FILHO SWISS FONDS AG, FAOBO SWC (CH) IND FD I - SWC CH I EQ F E MK NORGES BANK WM POOL - GLOBAL EQUITIESTRUST N 6 SWISSCANTO F. AG A. B. OF S. S. E. M. E. FUND WM POOL - EQUITIES TRUST NO 74 S. F. AG O. B. O. S. (CH) I. F. V. S. (CH) I. E. F. E. M. R WM POOL - EQUITIES TRUST NO. 75 JANA DIVERSIFIED GLOBAL SHARE TRUST FORD MOTOR CO DEFINED BENEF MASTER TRUST NORTHERN EMERGING MARKETS EQUITY INDEX FUND ACTIVE M INTERNATIONAL EQUITY FUND NATIONAL COUNCIL FOR SOCIAL SECURITY FUND DRIEHAUS EMERGING MARKETS GROWTH FUND GREATBANC COLLECTIVE INVESTMENT TRUST IV GENERAL ORGANISATION FOR SOCIAL INSURANCE TEACHERS RETIREMENT SYSTEM OF OKLAHOMA CHEVRON UK PENSION PLAN NORTHERN TRUST INVESTIMENT FUNDS PLC DRIEHAUS EMERGING MARKETS FUND, L.P. DRIEHAUS EMERGING MARKETS EX-CHINA EQUITY FUND, L. VARIABLE INSURANCE PRODUCTS FUND II: INTERNATIONAL VANGUARD FUNDS PLC / VANGUARD ESG EMERGING MARKETS AQUARIUS INTERNATIONAL FUND CHALLENGE FUNDS PGIM FUNDS PUBLIC LIMITED COMPANY TEACHER RETIREMENT SYSTEM OF TEXAS ISHARES VI PUBLIC LIMITED COMPANY INVESCO OPPENHEIMER GLOBAL MULTI-ASSET GROWTH FUND STATE OF CONNECTICUT ACTING T. ITS TREASURER TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS INVESCO MARKETS III PLC - INV FTSE RI EMERGING MARK U ETF INVESCO FUNDS INVESCO MSCI EMERGING MARKETS ESG UNIVERSAL SCREEN INVESCO INVESTMENT MANAGEMENT LTD, ACTING AS MANAG THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD UNIV OF PITTSBURGH MEDICAL CENTER SYSTEM UPMC HEALTH SYSTEM BASIC RETIREMENT PLAN IPROFILE INTERNATIONAL EQUITY PRIVATE POOL BRIDGEWATER PURE ALPHA FUND III, LTD. BRIDGEWATER PURE ALPHA MAJOR MARKETS TRADING COMPA BRIDGEWATER PURE ALPHA MAJOR MARKETS TRADING COMPA BRIDGEWATER PURE ALPHA TRADING COMPANY II, LTD. BRIDGEWATER PURE ALPHA TRADING COMPANY LTD. IVESCO FTSE RAFI EMERGING MARKETS ETF INVESCO SP EMERGING MARKETS LOW VOLATILITY ETF UTIMCO SP II LLC BW DMO FUND, LTD. BW PASPG, LTD. BW-M PA 24, LTD. BRIDGEWATER BLUE PEAK FUND, LP EWP PA FUND, LTD. WILSHIRE BRIDGEWATER MANAGED ALPHA MASTER FUND LIM CITITRUST LIMITED AS T OF A F S A MODERATE GROWTH FUND CITITRUST LTD A T VANGUARD FDS SERIES VANGUARD INCOME FUND HERMES BEZERRA DA SILVA NETO UARLEY SANTOS DA SILVA LEOPOLDO DE SOUZA FERREIRA FELIPE GAMA MATAS ANDERSON FRANCISCO DA SILVA BB BNC ACOES NOSSA CAIXA NOSSO CLUBE DE INVESTIMENTO BB CAP ACOES FUNDO DE INVESTIMENTO BB ECO GOLD FUNDO DE INVESTIMENTO EM ACOES BB ETF IBOVESPA FUNDO DE INDICE BB ETF INDICE BOVESPA B3 BR+ FUNDO DE INDICE RESP LTDA OLIMPIO FIA IE BB PREVIDENCIA ACOES IBRX FUNDO DE INVESTIMENTO BB TERRA DO SOL FUNDO DE INVESTIMENTO MM CREDITO PRIVADO BB TOP ACOES ASG BRASIL FIA BB TOP ACOES DIVIDENDOS FIA BB BR 962 FUNDO DE INVESTIMENTO FINANCEIRO RENDA FIXA RESPON BB TOP ACOES IBOVESPA ATIVO FI BB TOP ACOES IBOVESPA INDEXADO FI BB TOP ACOES INDICE DE SUST EMP FI EM ACOES BB TOP ACOES INFRAESTRUTURA FIA BB TOP MASTER FI MULTIMERCADO LP BB TOP MM BALANCEADO FI LP BRASILPREV TOP A FUNDO DE INV DE ACOES BRASILPREV TOP ACOES DIVIDENDOS FI BRASILPREV TOP ASG BRASIL FIA BRASILPREV TOP PLUS FDO DE INVEST DE ACOES BRASILPREV TOP VALOR FUNDO DE INVESTIMENTO EM ACOES BB BR 860 FUNDO DE INVESTIMENTO RENDA FIXA CITIBANK N.A. OTAVIO LUIZ DIBE VESCOVI AMP CAPITAL FUNDS MANAGEMENT LIMITED AS R E F F D E M S F UNIVERSAL-IVEST-GESELLSCHAFT MBH ON BEHALF OF BAYVK A2-FONDS MERCER UNHEDGED OVERSEAS SHARES TRUST BAYERNINVEST KAPITALVERWALTUNGSGESELLSCHAFT MBH ON BEHALF OF STICHTING JURIDISCH EIGENAAR ACTIAM BELEGGINGSFONDSEN THE NEW ZEALAND GUARDIAN TRUST COMPANY LIMITED IN ITS CAPAC LORENTZ BEST INVESTMENT CORPORATION THE NEW ZEALAND GUARDIAN TRUST COMPANY LIMITED AS TRUSTEE FO CCANDL Q EMERGING MARKETS EQUITY UCITS FUND A SUB FUND OF CO HSBC ETFS PLC HSBC EMERG MARKET SUSTAIN EQUITY UCITS ETF HSBC ETFS PUBLIC LIMITED COMPANY REASSURE LIMITED MG FUNDS 1 BLACKROCK EMERGING MARKETS EQUITY FUND HSBC BANK PLC AS TRUSTEE FOR PUTM ACS EMERGING MARKETS FUND HSBC INDEX TRACKER INVEST. FUNDS FTSE ALL WORLD INDEX FUND ROYAL LONDON EQUITY FUNDS ICVC PHOENIX U T M L R P A S INDEX EMERGING MARKET EQUITY FUND ALLIANZ GLOBAL INVESTORS GMBH ON BEHALF OF ALLIANZGI-FONDS V HSBC ETFS PLC HSBC MSCI EMERGING MARKETS CLIMATE PARIS ALIGN AGIPI ACTIONS EMERGENTS CANDRIAM INVESTORS WHOLESALE EMERGING MARKETS EQUITIES TRUST AVIVA INVESTORS FUNDS ACS - AVIVA INVESTORS EMERGING MARKET LEMANIA GLOBAL EQUITY AMUNDI ETF ICAV - AMUNDI PRIME ALL COUNTRY WORLD UCITS ETF STICHTING AHOLD DELHAIZE PENSIOEN LEONARDO DA VENDA NASCIMENTO COLORADO PUBLIC EMPLOYEES RET. ASSOCIATION THE PUBLIC INSTITUITION FOR SOCIAL SECURITY NEW ZEALAND SUPERANNUATION FUND NTGI-QM COMMON DAILY EMERGING MARKETS EQUITY I F- NON L GENERAL PENSION AND SOCIAL SECURITY AUTHORITY FIDELITY SALEM STREET TRUST: FIDELITY INTERNATIONAL SUSTAINA RIZE UCITS ICAV MBB PUBLIC MARKETS I LLC NORTHERN TRUST UCITS FGR FUND PUBLIC SECTOR PENSION INVESTMENT BOARD BRITISH COLUMBIA INVESTMENT MANAGEMENT CORPORATION NN (L) FIDELITY SALEM STREET T: FIDELITY E M INDEX FUND VANGUARD FUNDS PUBLIC LIMITED COMPANY FIDELITY SALEM STREET TRUST: FIDELITY SAI EMERGING M I FUND SSGA MSCI BRAZIL INDEX NON-LENDING QP COMMON TRUST FUND PARAMETRIC TAX-MANAGED EMERGING MARKETS FUND PACIFIC SELECT FUND WELLINGTON DIVERSIFIED INFLATION HEDGES FUND ISHARES MSCI BRAZIL ETF SSGA SPDR ETFS EUROPE I PLC ISHARES EDGE MSCI MIN VOL EMERGING MARKETS ETF ISHARES III PUBLIC LIMITED COMPANY DWS ADVISORS EMERGING MARKETS EQUITIES-PASSIVE ISHARES EDGE MSCI MIN VOL GLOBAL ETF ISHARES CORE MSCI TOTAL INTERNATIONAL STOCK ETF ISHARES CORE MSCI EMERGING MARKETS ETF XTRACKERS SPDR MSCI EMERGING MARKETS STRATEGICFACTORS ETF TEXAS MUNICIPAL RETIREMENT SYSTEM XTRACKERS (IE) PUBLIC LIMITED COMPANY PIMCO EQUITY SERIES: PIMCO RAE EMERGING MARKETS FUND PIMCO RAE EMERGING MARKETS FUND LLC VICTORIAN FUNDS MAN C A T F V E M T RUSSELL INSTITUTIONAL FUNDS, LLC-RUSSELL GLOBAL EQUITY P F FRANKLIN LIBERTYQT EMERGING MARKETS INDEX ETF ISHARES IV PUBLIC LIMITED COMPANY LVIP SSGA EMERGING MARKETS EQUITY INDEX FUND DESJARDINS RI EMERGING MARKETS MULTIFACTOR - LOW C WELLINGTON TRUST COMPANY N.A. ARROWSTREET EMK ALPHA EXTENSION FUND L.P. NATIONAL EMPLOYMENT SAVINGS TRUST DESJARDINS RI EMERGING MARKETS - LOW CO2 INDEX ETF LAZARD GLOBAL ACTIVE FUNDS, PLC THE MASTER TRUST BANK OF JAPAN, LTD. TRUSTEE MUTB400045794 CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM BEWAARSTICHTING NNIP I GOLDMAN SACHS ETF ICAV ACTING SOLELY ON BEHALF OF KAPITALFORENINGEN EMD INVEST, EMERGING MARKETS IND 3M EMPLOYEE RETIREMENT INCOME PLAN TRUST VERIZON MASTER SAVINGS TRUST GOLDMAN SACHS ETF TRUST - GOLDMAN S ACTIVEBETA E M E ETF VOYA VACS INDEX SERIES EM PORTFOLIO USAA INTERNATIONAL FUND CLEBER FABIO DA SILVA RODRIGO SFREDO KRUGER PABLO MARTINS CAZZARO AVELINO ANDRE ROQUE SAMPAIO FERREIRA RICARDO FRITSCHER ATANAZIO ANDRE GUSTAVO YONEZAWA THIAGO MOURA DA ROCHA DUARTE DELFINO ALECSANDRO PESSOA MARCELO PACHOLSKI DANIEL SANTOS TAVARES DE FREITAS VINICIUS DALTRO DE ALMEIDA JPMORGAN GLOBAL ALLOCATION FUND JEFFREY LLC ONEPATH GLOBAL EMERGING MARKETS SHARES(UNHEDGED) INDEX POOL FLEXSHARES MORNINGSTAR EMERGING MARKETS FACTOR TILT INDEX F HANDELSBANKEN TILLVAXTMARKNAD TEMA HANDELSBANKEN LATINAMERIKA TEMA EQ/EMERGING MARKETS EQUITY PLUS PORTFOLIO MISSOURI EDUCATION PENSION TRUST CONNECTICUT GENERAL LIFE INSURANCE COMPANY FIDELITY INVESTMENT FUNDS FIDELITY INDEX EMERG MARKETS FUND UNIVERSAL-INVESTMENT-GE. MBH ON B. OF LVUI EQ. EM. MKTS CONSTRUCTION BUILDING UNIONS SUPER FUND JPMORGAN DIVERSIFIED RETURN EMERGING MARKETS EQUITY ETF SHELL FOUNDATION GODFOND SVERIGE VARLDEN AQR FUNDS - AQR TM EMERGING MULTI-STYLE FUND AQR UCITS FUNDS ACCIDENT COMPENSATION CORPORATION QSMA1 LLC SPP EMERGING MARKETS PLUS VERDIPAPIRFONDET STOREBRAND INDEKS ALLE MARKEDER VERDIPAPIRFONDET STOREBRAND INDEKS NYE MARKEDER AQR EMERGING EQUITIES FUND LP MINISTRY OF ECONOMY AND FINANCE COMMINGLED PENSION TRUST FUND (EMERGING MARKETS EQUITY INDEX BLACKROCK BALANCED CAPITAL PORTFOLIO OF BLACKROCK SERIES FUN EMERGING MARKETS EQUITY INDEX ESG SCREENED FUND B GLOBAL EX-US ALPHA TILTS FUND GLOBAL EX-US ALPHA TILTS FUND B NEW SOUTH WALLES TR CORP AS TR FOR THE TC EMER MKT SHAR FUND AQR INNOVATION FUND, L.P. NATIONAL PENSION INSURANCE FUND VANGUARD EMERGING MARKETS STOCK INDEX FUND MSCI EQUITY INDEX FUND B - BRAZIL MSCI ACWI EX-U.S. IMI INDEX FUND B2 GLOBAL TRUST COMP FBO AQR COLLEC INV TRUST-AQR E E C I FUND VANGUARD ESG INTERNATIONAL COMMINGLED PENSION TRUST FUND EMERGING MARKETS RESEARCH ENHA JPMORGAN EMERGING MARKETS RESEARCH ENHANCED EQUITY FUND AVIVA I INVESTMENT FUNDS ICVC - AVIVA I INTERNATIONAL I T F HANDELSBANKEN EMERGING MARKETS INDEX HANDELSBANKEN GLOBAL INDEX CRITERIA VANGUARD FIDUCIARY TRT COMPANY INSTIT T INTL STK MKT INDEX T BLACKROCK MSCI ACWI EX USA DIVERSIFIED FACTOR MIX FUND AQR LUX FUNDS II - AQR STYLE PREMIA: ALL COUNTRY EQUITY FUND FLEXSHARES EMERGING MARKETS QUALITY LOW VOLATILITY INDEX FUN VANGUARD INTERNATIONAL CORE STOCK FUND VANGUARD F. T. C. INST. TOTAL INTL STOCK M. INDEX TRUST II KAPITALFORENINGEN LD, SMART BETA-MANDAT THRIFT SAVINGS PLAN KAPITALFORENINGEN PENSAM INVEST, PSI 3 GLOBALE AKTIER 3 JPMORGAN FUND ICVC - JPM EMERGING MARKETS SUSTAINABLE EQUITY JPMORGAN ACTIVEBUILDERS EMERGING MARKETS EQUITY ETF JNL EMERGING MARKETS INDEX FUND MACQUARIE MULTI-FACTOR FUND MACQUARIE TRUE INDEX EMERGING MARKETS FUND TRINITY COLLEGE CAMBRIDGE COMMINGLED PEN TR FD (ACTIVEBUILDERS EM MKTS EQ) OF JPMCB NA MULTIMIX WHOLESALE INTERNATIONAL SHARES TRUST JPMORGAN BETABUILDERS EMERGING MARKETS EQUITY ETF BLACKROCK SUSTAINABLE ADVANTAGE GL EQUITY FD OF BLKRK FDS STICHTING DEPOSITARY APG EME MULTI CLIENT POOL ALASKA COMMON TRUST FUND ANDRA AP-FONDEN STICHTING PENSIOENFDSVOOR DE WONINGCORPOR. SPIRIT SUPER LOCAL AUTHORITIES SUPERANNUATION FUND UNIVERSAL-INVESTMENT-GESELLSCHAFT MBH ON BEHALF OF UI-S SCHRODER EMERGING MARKETS VALUE FUND DWS INVESTMENT GMBH RE DEAM-FONDS BBR 1 STOREBRAND SICAV FT WILSHIRE GLOBAL LARGE MINIMUM VARIANCE INDEX FUND ALLIANZ GL INVESTORS GMBH ON BEHALF OF ALLIANZGI-FONDS DSPT AUSTRALIANSUPER PTY LTD AS TRUSTEE FOR AUSTRALIASUPER AVIVA LIFE PENSIONS UK LIMITED BLACKROCK ASSET MANAG IR LT I ITS CAP A M F T BKR I S FD ISHARES EMERGING MARKETS IMI EQUITY INDEX FUND BUREAU OF LABOR FUNDS - LABOR INSURANCE FUND CIFM GLOBAL EMERGING MARKETS FUND COMMINGLED P T F (EM M E) OF JP M CHASE BANK H.E.S.T. AUSTRALIA LIMITED JPMORGAN FUNDS LATIN AMERICA EQUITY FUND JPMORGAN FUNDS J P MORGAN INVESTMENT FUNDS BUREAU OF LABOR FUNDS - LABOR PENSION FUND BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND ARROWSTREET GLOBAL EQUITY FUND MANAGEMENT BOARD PUBLIC SERVICE PENSION FUND NEW YORK STATE COMMON RETIREMENT FUND QANTAS S LIMITED AS TRU FOR THE QANTAS S PLAN SAS TRUSTEE CORPORATION POOLED FUND SBC MASTER PENSION TRUST SCHRODER INTERNATIONAL SELECTION FUND SPP EMERGING MARKETS SRI STATE OF CALIFORNIA MASTER TRUST STATE OF WYOMING STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL STICHING PENSIOENFONDS VOOR HUISARTSEN THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST THE CHASE MAN BK AS TR OF DELTA MASTER FD VANGUARD EMERGING MARKETS SHARES INDEX FUND VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F PAULO FRANCISCO DE ANDRADE JUNIOR LUCAS VINICIUS ARGUELLO DE MELLO ROGERIO DE ARAUJO TEIXEIRA LUIZ CARLOS DELGADO AGIPI ACTIONS EMERGENTS AMUNDI ARROWSTREET CAPITAL GLOBAL EQUITY LONG/SHORT FUND LIMITED ARROWSTREET ACWI ALPHA EXTENSION FUND III (CAYMAN) ARROWSTREET ACWI ALPHA EXTENSION FUND V (CAYMAN) L ARROWSTREET (CANADA) GLOBAL ALL-COUNTRY ALPHA EXT FUND I ARROWSTREET (CANADA) ACWI MINIMUM VOLATILITY ALPHA EXTENSION ARROWSTREET (CANADA) INTERNATIONAL DEVELOPED MARKE ARROWSTREET (DELAWARE) ALPHA EXTENSION FUND L.P. ARROWSTREET EMK ALPHA EXTENSION FUND L.P. ARROWSTREET ACWI EX US ALPHA ESTENSION TRUST FUND ARROWSTREET CLARENDON TRUST FUND ARROWSTREET EMERGING MARKET ALPHA EXTENSION TRUST LIS DIVIDENDOS FUNDO DE INVESTIMENTO FINANCEIRO DE AÇÕES - RESPONSABILIDADE LIMITADA INTER DIVIDENDOS FUNDO DE INVESTIMENTO EM AÇÕES |
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
Those attending in person:
|
TELEFÓNICA LATINOAMÉRICA HOLDING, S. L. TELEFÓNICA S.A. TELEFÓNICA CHILE S.A. (POA Nathalia Pereira Leite) |
|
TELEFÓNICA LATINOAMÉRICA HOLDING, S. L. TELEFÓNICA S.A. Represented by S3 Caceis Brasil Distribuidora de Títulos e Valores Mobiliários S.A. (POA Nathalia Pereira Leite)
|
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
|
ITAÚ AÇÕES DIVIDENDOS FI ITAÚ ALVORADA MASTER FUNDO DE INVESTIMENTO FINANCEIRO MULTIMERCADO RESPONSABILIDADE LIMITADA ITAÚ ARTAX ULTRA MULTIMERCADO FUNDO DE INVESTIMENTO ITAÚ CAIXA AÇÕES FI ITAÚ EXCELÊNCIA SOCIAL AÇÕES FUNDO DE INVESTIMENTO SUSTENTÁVEL ITAÚ FTSE RAFI BRAZIL 50 CAPPED INDEX FIA ITAÚ HUNTER TOTAL RETURN MULTIMERCADO FI ITAÚ IBOVESPA ATIVO MASTER FIA ITAÚ IBRX ATIVO MASTER FIA ITAÚ INDEX AÇÕES IBOVESPA FI ITAÚ INDEX AÇÕES IBRX FI ITAÚ MASTER GLOBAL DINÂMICO MULTIMERCADO FUNDO DE INVESTIMENTO ITAÚ MASTER GLOBAL DINÂMICO ULTRA MULTIMERCADO FUNDO DE INVESTIMENTO ITAÚ MASTER HUNTER LONG ONLY FUNDO DE INVESTIMENTO FINANCEIRO EM AÇÕES - RESPONSABILIDADE LIMITADA ITAÚ MOMENTO II AÇÕES FUNDO DE INVESTIMENTO ITAÚ OPTIMUS EXTREME MULTIMERCADO FUNDO DE INVESTIMENTO ITAÚ OPTIMUS LONG BIAS MULTIMERCADO FUNDO DE INVESTIMENTO ITAÚ OPTIMUS TITAN MULTIMERCADO FUNDO DE INVESTIMENTO ITAÚ PHOENIX AÇÕES FI ITAÚ SIRIUS FUNDO DE INVESTIMENTO EM AÇÕES ITAÚ S&P B3 LOW VOLATILITY FUNDO DE INVESTIMENTO EM AÇÕES ITAÚ VÉRTICE OMNI FUNDO DE INVESTIMENTO FINANCEIRO MULTIMERCADO RESPONSABILIDADE LIMITADA ITAÚ VOTL FUNDO DE INVESTIMENTO FINANCEIRO MULTIMERCADO RESPONSABILIDADE LIMITADA IT NOW IBOVESPA B3 BR+ FUNDO DE ÍNDICE RESPONSABILIDADE LIMITADA IT NOW IBOVESPA FUNDO DE ÍNDICE IT NOW IDIV FUNDO DE ÍNDICE IT NOW IDIV RENDA DIVIDENDOS FUNDO DE ÍNDICE - RESPONSABILIDADE LIMITADA IT NOW ISE FUNDO DE ÍNDICE IT NOW PIBB IBRX-50 FUNDO DE ÍNDICE Represented by Itaú Unibanco S.A. / Itaú Unibanco Asset Management Ltda. POA Christiano Marques de Godoy
|
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
|
ALLIANZ EQUITY EMERGING MARKETS 1 AMUNDI ESG GLOBAL LOW CARBON FUND AMUNDI FUNDS AMUNDI INDEX SOLUTIONS CANDRIAM SUSTAINABLE EMERGENCE M LBPAM ISR ACTIONS EMERGENTS MOST DIVERSIFIED PORTFOLIO SICAV ONEMARKETS FUND STICHTING PENSIOENFONDS VOOR DE ARCHITECTENBUREAUS Represented by S3 Caceis Brasil Distribuidora de Títulos e Valores Mobiliários S.A. POA Christiano Marques de Godoy
|
|
ERIVALDO COELHO BASTOS Acionista |
|
VERA MARIA RAMOS BASTOS Acionista |
Other:
Gabriela Soares Pedercini
Member of the Fiscal Board
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
Exhibit A
Final Summary Voting Map
| 1. | Approve the reverse split of all the common shares issued by the Company, at the ratio of 40 (forty) shares to 1 (one) share, and the subsequent share split, so that 1 (one) grouped share will correspond to 80 (eighty) shares, without altering the Company's share capital, but only the total number of shares ("Operation"). |
| ON | Approve | Reject | Abstain |
| 1,478,989,145 | 1,478,810,807 | 117,500 | 60,838 |
| 2. | Amend Article 5, caput, of the Company's Bylaws, which addresses the share capital, to reflect the new number of shares into which the Company's share capital will be divided as a result of the Operation, as well as the cancellation of 21,944,664 (twenty-one million, nine hundred forty-four thousand, six hundred sixty-four) ordinary shares issued by the Company, held in treasury, as approved by the Board of Directors in the meeting held on December 20, 2024. |
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
| ON | Approve | Reject | Abstain |
| 1,478,989,145 | 1,478,814,039 | 105,395 | 69,711 |
| 3. | Restate the Company’s Bylaws, in order to reflect the amendment proposed in item 2 above, if approved; and |
| ON | Approve | Reject | Abstain |
| 1,478,989,145 | 1,478,815,839 | 104,019 | 69,287 |
| 4. | Authorize the Company's management to perform all necessary acts for the conclusion of the resolutions above. |
| ON | Approve | Reject | Abstain |
| 1,478,989,145 | 1,478,819,488 | 101,308 | 68,349 |
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
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;
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
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.
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
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 R$60,071,415,865.09 (sixty billion, seventy-one million, four hundred and fifteen thousand, eight hundred and sixty-five reais and nine centavos), divided into 3,261,287,392 (three billion, two hundred and sixty-one million, two hundred and eighty-seven thousand, three hundred and ninety-two) 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.
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
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.
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
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.
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
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;
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
(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;
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
(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;
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
(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.
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
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;
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
(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.
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
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.
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
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;
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
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.
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
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.
|
|
|
TELEFÔNICA BRASIL S.A. Publicly held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4
MINUTES OF THE 60th EXTRAORDINARY SHAREHOLDERS’ MEETING OF TELEFÔNICA BRASIL S.A., HELD ON MARCH 13th, 2025
|
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 Chairman 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.
|
|
|
TELEFÔNICA BRASIL S.A. |
|||
|
Date: |
March 13, 2025 |
|
By: |
/s/ João Pedro Carneiro |
|
|
|
|
|
|
Name: |
João Pedro Carneiro |
|
|
|
|
|
Title: |
Investor Relations Director |