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 November, 2024
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:
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Form 20-F |
X |
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Form 40-F |
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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):
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Yes |
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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):
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Yes |
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No |
X |
TELEFÔNICA BRASIL S.A.
Publicly Held Company
CNPJ nº 02.558.157/0001-62 – NIRE 35.3.0015881-4
Extraordinary Shareholder’s Meeting
Call Notice
The Shareholders of Telefônica Brasil S.A. (“Company”) are hereby called to attend the Extraordinary Shareholders’ Meeting (“Meeting”), which will be held at 02:00 p.m., on December 18, 2024, at the Company’s headquarters, located at Engenheiro Luiz Carlos Berrini Avenue, 1376, Cidade Monções, City of São Paulo, São Paulo State, to resolve on the following items of the agenda:
(1)
deliberate the reduction in the Company's capital stock, in the amount
of
R$ 2,000,000,000.00 (two billion reais), without the cancellation of shares, through the reimbursement of funds to shareholders, as provided
for in Article 173 of Law No. 6,404 of December 15, 1976, as amended ("Corporation Law");
(2) amend Article 5, caput of the Company's Bylaws to reflect the new Company’s capital stock, resulting from the proposal set forth in item 1 above, if approved;
(3) consolidate the Company's Bylaws to reflect the amendment proposed in item 2 above, if approved; and
(4) authorize the Company's Management to carry out all necessary acts to implement the above resolutions.
The Company informs that it will adopt the remote voting procedure for the Meeting and, therefore, on this date, the remote voting ballot will be made available to Shareholders, as established in the CVM Resolution No. 81, of March 29, 2022 (“RCVM 81”).
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GENERAL INSTRUCTIONS:
(i) According to Article 10 and following paragraphs of the Company’s Bylaw, only shareholders whose shares are registered in their name in the records of the bookkeeping institution at least seventy-two (72) hours before the date scheduled for the Meeting, may take part and vote in the Meeting.
(ii) Participation by the shareholders may be in person, or by proxy/legal representative duly appointed, or by means of a remote voting ballot, and detailed guidelines on the documentation required in each case are mentioned in the Manual disclosed on the date hereof (“Manual”):
| · | In Person: Should a shareholder choose to attend the Meeting in person, they must attend the Meeting with a document proving their identity (ID card and CPF). |
| · | By Legal Representative/Proxy: In order to speed up and increase the efficiency of the Meeting, pursuant to the provisions of Article 10, second paragraph of the Bylaws, the Company requests that the shareholders who intend to be represented at the Meeting by means of a duly appointed legal representative/proxy, deposit the power-of-attorney/proxy instruments and documentation described in the Manual at the Company's headquarters at Avenida Engenheiro Luiz Carlos Berrini, 1376, 18th floor, Cidade Monções, in the Capital of the State of São Paulo, CEP 04571-936, to the attention of the Investor Relations Office, on business days, from Monday to Friday, from 9:00 a.m. to 6:00 p.m., at least 72 (seventy-two) hours prior to the date scheduled for the Meeting. |
Alternatively, with the intention to ensure the participation of the shareholders, the consignment of representation mandate and documentation described in the Manual will be accepted through the website address https://assembleia.ten.com.br/674617713, up to 72 (seventy-two) hours prior to the date scheduled for the Meeting, in accordance with the guidelines set out in the Manual, with each shareholder being responsible for the accuracy and integrity of the documents presented.
| · | Remote Voting Ballot: If the shareholder chooses to exercise the voting right remotely, pursuant to RCVM 81, they may send the remote voting ballot through its respective custody agent, the Company's bookkeeping institution (Banco Bradesco S.A.) or directly to the Company, according to the guidelines set forth in the Manual and in the Remote Voting Ballot. |
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| · | For all participation means mentioned above, the shareholders and/or legal representative/proxy must present an updated statement containing the respective shareholding position, issued by the custody agent, up to 72 (seventy-two) hours prior to the date scheduled for the Meeting, under the terms of the Manual. |
| · | The documents executed abroad in a foreign language must be notarized, apostilled, translated into Portuguese, and registered in the Registry of Titles and Documents. |
(iii) All documents related to the Meeting Call Notice are available at Company's headquarters and may also be consulted at the websites of the Brazilian Securities Exchange Commission - CVM (http://www.gov.br/cvm/), B3 S.A. – Brasil, Bolsa, Balcão (https://www.b3.com.br), and the Company (https://ri.telefonica.com.br/en), in accordance with the provisions of the Brazilian Corporation Law and RCVM 81.
São Paulo, November 5, 2024.
Eduardo Navarro de Carvalho
Chairman of the Board of Directors
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TELEFÔNICA BRASIL S.A. | |||
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Date: |
November 5, 2024 |
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By: |
/s/ João Pedro Carneiro | |
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Name: |
João Pedro Carneiro |
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Title: |
Investor Relations Director |