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 July, 2026
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:
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):
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):
INTERNAL REGULATIONS OF THE BOARD OF DIRECTORS AND ITS
TECHNICAL AND CONSULTING COMMITTEES OF TELEFÔNICA BRASIL S.A.
CHAPTER I - PURPOSE OF THESE REGULATIONS
Article 1 - These Internal Regulations (“Regulations”)
are intended to regulate the operation, responsibilities, and duties of the board of directors (“Board”) and its technical
and consulting committees (“Committees”) of Telefônica Brasil S.A. (“Company”), as well as the activities
of its members and their relationship with the other corporate bodies of the Company, in compliance with the legal and statutory provisions.
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CHAPTER II - COMPANY’S BOARD OF DIRECTORS
Section A Power of the Board
Article 2 - In addition to the powers attributed by the
Company’s Bylaws and the legislation in effect, it is incumbent upon the Board to:
(i) generally conduct the business of the Company; and
(ii) examine and decide on the strategies and guidelines
to be adopted and implemented by the Company’s Executive Office.
Section B Composition, Term of Office, and Investiture
of Directors
Article 3 - Pursuant to the Company’s Bylaws, the
Board of Directors is a collegiate decision-making body, with mandatory existence and permanent functioning, composed of at least five
(5) and, at most, seventeen (17) members (“Directors”), with a term of office of three (3) years.
Article 4 - The Directors shall be elected by the Shareholder’s
General Meeting of the Company, and shall have up to thirty (30) days from the resolution of their appointment to take office in their
respective positions.
Article 4A – The Directors may concurrently hold up
to five (5) positions on boards of directors of companies outside the Telefônica group.
Paragraph 1 - For calculation of this limit, all positions
held on the boards of directors of companies of the same economic group are considered a single position.
Paragraph 2 - The Board may justifiably resolve on exceptions
to the matters established in this article.
Article 4B – To remain an Independent Director, he/she
may hold the position for a maximum of four (4) consecutive mandates.
Article 5 - The following are conditions for the Director
to take office:
(i) the signing of the instrument of investiture drawn up
in the Book of Minutes of the Meetings of the Board of Directors;
(ii) the provision of the clearance statement, under the
terms of the applicable legislation and in a specific instrument; and
(iii) the provision of the information and the signing of
the documents listed in the Securities and Exchange Commission Resolutions 44/2021 and 80/2022, as amended.
Section C Absence, Temporary Impediment and Vacancy
of Directors
Article 6 - Subject to Sole Paragraph of this Article 6,
in the event of absence or temporary impediment of any Director, the Board shall function with the others, as long as the minimum number
of Directors is respected.
Sole Paragraph - In the event of absence or temporary impediment,
the absent or temporarily impeded Director may indicate, in writing, his/her substitute among the other Directors, to represent him/her
and to make resolutions at the meeting he/she is unable to attend. In this case, the absent or temporarily impeded Director will be considered
present for the purposes of instating the meeting and his/her vote will be computed as valid.
Article 7 - In the event of a definitive vacancy in the
office of any Director, the remaining Directors shall elect a substitute, who shall serve until the first general meeting of the Company’s
shareholders, pursuant to Law 6,404/1976 (“Corporations Law”).
Paragraph 1 - In the event of simultaneous vacancy in the
positions of Directors, leaving less than the minimum number of members provided for in article 3 above, the Company’s general shareholders
meeting shall be called to elect the substitutes.
Paragraph 2 - The definitive vacancy shall occur by dismissal,
resignation, death, definitive impediment, permanent disability or loss of term of office of the Director.
Section D Chairman of the Board
Article 8 - The Board will elect its Chairman, to be chosen
among the other Directors. At the Board’s discretion, the Vice-Chairman may be appointed.
Article 9 - In the absence or temporary impediment of the
Board’s Chairman, the Chairman will be temporarily replaced by the Vice-Chairman, if any. In the absence of the Vice-Chairman, the
Chairman will be substituted by another Director indicated thereby.
Article 10 - The specific duties of the Chairman of the
Board of Directors are:
(i) to ensure the efficiency and functioning of the body;
(ii) to organize and coordinate, with the collaboration
of the General Secretary and Legal Director (“General Secretary”), the agenda of the meetings;
(iii) to convene, directly or through the General Secretary,
the meetings of the Board;
(iv) to instate and chair the meetings of the Board; and
(v) to coordinate the discussions and resolutions taken
at the meetings of the Board, promoting an active debate of all members in decision making, safeguarding their free position, and taking
responsibility for the effective functioning of the meeting.
Sole Paragraph - The Chairman of the Board may designate,
at his/her convenience, another Director or the General Secretary to represent the Board before other corporate bodies of the Company.
Section E General Secretary
Article 11 - The secretary of the Board and the Committees
shall be the Company’s General Secretary and Legal Director.
Sole Paragraph - The General Secretary may be substituted
on an interim basis by another person indicated by him.
Article 12 - Within the scope of his/her attributions, the
General Secretary shall be responsible for:
(i) organizing the secretarial work of the Board and the
Committees;
(ii) preparing the proposed agenda for Board and Committee
meetings;
(iii) providing and forwarding, at the request of the Chairman
of the Board or of the Chairman of the Committees, as the case may be, the call for meetings, informing the incumbent members of the items
on the agenda for each meeting;
(iv) ensuring the timely availability of information on
the items on the meeting agendas;
(v) acting as secretary for the works and drawing up the
minutes of each meeting, the certificates of the minutes of the meetings and, as applicable, providing the registration and publication
of the minutes;
(vi) keeping the meeting documents and the corporate books
under his/her custody and responsibility, ensuring their confidentiality;
(vii) arranging for the disclosure of the Board’s
resolutions and recommendations, when applicable;
(viii) endeavoring, within the Company’s scope, to
obtain the documents necessary for the instruction of the matters to be considered by the Board and the Committees; and
(ix) performing other acts determined by the Board, by the
Board Chairman and by the Committee Chairmen.
Section F Ordinary and Extraordinary Board Meetings
Article 13 – The Board will hold an ordinary meeting
once every three (3) months, and an extraordinary meeting whenever called by the Board Chairman.
Sole Paragraph - The Board Chairman must propose to the
Board an annual calendar of Board meetings.
Section G Convening Board Meetings
Article 14 – Board meetings shall be called by the
Board Chairman, directly or through the General Secretary.
Article 15 – The meetings must be called in writing
at least forty-eight (48) hours in advance, and the call must contain the date, time, place, and matters to be included on the agenda
of the Board meeting.
Paragraph 1 – The calls shall be made by means of
e-mail or letter, with proof of receipt.
Paragraph 2 – Regardless of the formalities set forth
in these Regulations, the Board’s meeting attended by all of its Directors shall be deemed regular, and the Directors represented
as authorized herein shall also be deemed present.
Section H Information and Documents of the Board Meetings
Article 16 – The Chairman of the Board, directly or
through the General Secretary, shall forward the information and documentation necessary for the examination of the matters to be discussed
at the Board meeting.
Section I Place of Board Meetings
Article 17 - The meetings of the Board shall preferentially
be held at the Company’s principal place of business and, exceptionally, at any other location previously designated in the call
notice.
Section J Instatement and Representation at Board
Meetings
Article 18 - The meetings of the Board shall only be instated
with the presence of the majority of the Directors in office, and Directors represented in the manner authorized in these Regulations
shall also be considered present.
Paragraph 1 - In the meetings of the Board, managers, collaborators,
specialists or other third parties, whose contribution is useful to the performance of the work, may participate as guests, without the
right to vote.
Paragraph 2 – Directors must attend at least seventy-five
percent (75%) of the Board meetings.
Article 19 - Each Director in office shall be entitled to
one (1) vote, either in person or represented in the manner authorized in these Regulations.
Paragraph 1 – Without prejudice to the subsequent
signing of the respective minutes, the acting Directors may participate in meetings by conference call, videoconference or by any other
means of communication that allows the identification of the members present, as well as their simultaneous communication. In this case,
the acting member will be considered to be present at the meeting and his or her vote will be considered valid, for all legal purposes,
and incorporated into the minutes of the meeting in question. The Directors may also participate through the written statement of their
votes, even if they are not physically present.
Paragraph 2 – The absent Director may be represented
by any one of his peers upon delivery, until the beginning of the meeting, to the Chairman of the meeting, of an instrument of delegation
of powers for filing at the Company’s principal place of business.
Paragraph 3 - The instrument of delegation of powers shall
be signed by the absent Director, and the signature recognition is waived. Should the instrument of delegation of powers not contain the
vote of the absent Director, it shall be understood that the absent member shall follow the vote of the Chairman of the meeting.
Paragraph 4 – The Director whose interest conflicts
with that of the Company shall abstain from examining the documents and information of the items on the agenda object of the conflict,
as well as abstain from discussing and voting on such items at the meeting, including physically absenting himself from the discussions
and resolutions, and shall inform the other members of his impediment and have the nature and extent of his interest recorded in the minutes
of the Board of Directors’ meeting. Should the Director with a conflicting interest fail to state his impediment, any other Director
who is aware of the impediment may do so in his stead, at which time the Board shall resolve on the nature and extent of the impediment
prior to the discussion and voting on the agenda subject matter of the
conflict, and the applicable measures shall be taken as if the Director himself had stated his impediment.
Section K Order of Works for Board Meetings
Article 20 – Once the quorum for instatement has been
verified, the works will follow the order established by the Chairman of the Board meeting.
Section L Board’s Resolutions
Article 21 – Once the discussions on a certain matter
are closed, the Chairman of the Board meeting will start to collect the votes of the Directors present.
Article 22 – The matters and resolutions taken at
Board meetings will be valid if they have the favorable vote of the majority of the Directors present.
Sole Paragraph - In the event of a tie, the Chairman of
the Board meeting shall exercise the casting vote.
Article 23 – The sessions will be suspended or closed
early when circumstances require it.
Sole Paragraph - In the event of suspension of the session,
the Chairman of the Board meeting must set a date, time, and place for its continuation.
Section M Recording the Works of Board Meetings
Article 24 – Minutes shall be drawn up for each Board
meeting, to be read and submitted for the Directors’ approval at the end of each meeting or at the start of the next one.
Article 25 - The minutes will be clearly written and drawn
up in summary format, registering all decisions taken, statements, dissents, protests and abstentions of votes.
Article 26 – Unless there is a legal necessity or
in the case where the decisions taken by the Board produce effects before third parties, the minutes of Board meetings will not be disclosed
and may only be accessed by Directors and the Board Secretary.
Section N Exclusive Board Sessions
Article 27 – The Secretary of the Board must regularly
convene meetings or sessions of the Board without the presence of members of the Company’s management, even if they are part of
the Board (“Exclusive Sessions”).
Sole Paragraph - The call notices for Board meetings in
which there are Exclusive Sessions must expressly mention the existence of the Exclusive Sessions and must be addressed to all Directors,
including those who are unable to participate due to the accumulation of positions in the Company’s executive office.
Section O Board Evaluation
Article 28 - The Board must carry out an annual analysis
of its functioning, especially with regard to its composition and powers, as well as the performance of the Chairman of the Board, with
the aim of adopting the appropriate measures for its improvement.
Sole Paragraph – Every three years, the analysis of
the Board of Directors will be carried out by an external consulting service, to be hired especially for this purpose.
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CHAPTER III - BOARD COMMITTEES AND THEIR PROCEDURES
Section A Purpose and Mission of Committees
Article 29 - The Board, to better perform its functions,
may create technical and consulting committees or work groups with defined objectives and linked to the Board for its advisory purposes.
Sole Paragraph - The Company has the following committees
(“Committees”):
(i) Audit and Control Committee (“Audit Committee”);
(ii) Quality and Sustainability Committee (“Quality
and Sustainability Committee”); and
(iii) Nominations, Compensation and Corporate Governance
Committee (“Nominations Committee”).
Article 30 – The Committees shall evaluate the matters
within their competence and prepare the respective reports to be presented at the subsequent Board meeting.
Article 31 - The functions exercised by the members of the
Committees are non-delegable, except in the terms of these Regulations or by resolution of the Board.
Article 32 – The provisions of these Regulations concerning
the Board apply subsidiarily to the Committees, where applicable.
Section B Powers of the Committees
Article 33 – Without prejudice to the other powers
attributed to each Committee in these Regulations or which may be attributed by the Board, the powers and attribution of the Committees
shall be:
(i) to give opinions on any matters assigned to them by
the Board, as well as on those that they consider relevant within the scope of their activities;
(ii) to evaluate the reports issued by regulatory agencies
on the Company, insofar as they may impact the perception of the matters within its competence; and
(iii) to protect the interests of the Company within the
scope of their duties.
Section C Composition and Term of Office of Committee
Members
Article 34 - Unless otherwise resolved by the Board, the
Committees shall be composed of at least three (3) and at most five (5) members elected by the Board from among their peers, with a unified
mandate of three (3) years, and reelection is permitted.
Sole Paragraph - The end of the term of office of Committee
members will always coincide with the end of the term of office of Board members. However, as long as their term of office as a member
of the Board is in effect, Committee members must remain in their respective positions until their substitutes are elected by the Board.
Section D Absence, Temporary Impediment and Vacancy
of Committee Members
Article 35 – Observing the Sole Paragraph of this
Article 35, in the hypothesis of absence or temporary impediment of any member, the Committee shall operate with the others, as long as
the minimum number of Committee members is respected.
Sole Paragraph - In the event of absence or temporary impediment,
the absent or temporarily impeded Committee member may indicate, in writing, his/her substitute among the other Committee members, to
represent him/her and to resolve in the meeting he/she is unable to attend. In this case, the absent or temporarily impeded Committee
member will be considered present for the purposes of instating the meeting and his/her vote will be computed as valid.
Article 36 - In case of definitive vacancy of any Committee
member’s position, the Board must elect a new Committee member to complete the mandate in the first Board meeting that takes place
after the definitive vacancy.
Sole Paragraph - The definitive vacancy will occur due to
removal, resignation, death, definitive impediment, permanent disability, or loss of mandate of the acting member.
Section E Committee Chairman
Article 37 - The Board will elect the Committee Chairman
among the members of each Committee.
Article 38 - In the absence or temporary impediment of the
Committee Chairman, the Committee Chairman will be substituted by another Committee member indicated by him.
Article 39 - The Committee Chairman attributions are:
(i) to convene,
directly or through the General Secretary, the meetings of the Committee;
(ii) to instate
and preside over meetings of the Committee;
(iii) to represent
the Committee in its relationship with the Board, the Company’s statutory management, internal bodies and committees;
(iv) to report
to the Board on relevant topics analyzed at Committee meetings; and
(v) to comply and
enforce these Regulations, as well as to ensure the efficiency and good operation of the body.
Paragraph 2 - The Committee’s Chairman may be aided
and assisted by the Board’s Secretary regarding his/her secretarial duties.
Section F Ordinary and Extraordinary Committee Meetings
Article 40 - Except for the Audit Committee, the Committees
will hold ordinary meetings twice a year, and extraordinary meetings whenever called by the Committee Chairman.
Article 41 - The Audit Committee will ordinarily meet four
times a year, and extraordinarily whenever convened by the Chairman of the Audit Committee.
Section G Convening Committee Meetings
Article 42 - The meetings of the Committees must be called
by the respective Chairman, directly or by means of the General Secretary.
Article 43 - The Committees meetings must be convened in
writing at least forty-eight (48) hours in advance, and the call notice must contain the date, time, place, and matters on the meeting’s
agenda.
Paragraph 1 - The calls shall be made by means of e-mail
or letter, with proof of receipt.
Paragraph 2 - Regardless of the formalities set forth in
these Regulations, the Committees’ meetings attended by all acting members shall be considered regular.
Section H Information and Documents of Committee Meetings
Article 44 – The Chairman of the respective Committee,
directly or by means of the General Secretary, shall forward the information and the documentation necessary for the appreciation of the
matters to be discussed at the meeting of the respective Committees.
Section I Place of the Committees' Meetings
Article 45 – The meetings of the Committees shall
preferably be held at the Company's principal place of business and, exceptionally, at any other location previously designated in the
call notice.
Section J Instatement and Representation of the Committees'
Meetings
Article 46 - The meetings of the Committees shall only be
instated with the presence of the majority of the members in office, and the members represented as authorized in these Regulations shall
also be considered to be present.
Sole Paragraph - The Committees meetings may be attended
by invited guests, without the right to vote, by managers, collaborators, specialists or other third parties, whose contribution is useful
for the performance of the work.
Article 47 - Each acting member shall be entitled to one
(1) vote, either in person or represented as authorized herein.
Paragraph 1 - Without prejudice to the subsequent signing
of the respective minutes, the acting members may participate in the meetings by conference call, videoconference, or by any other means
of communication which allows the identification of the members present, as well as their simultaneous communication. In this case, the
acting member will be considered to be present at the meeting and his or her vote will be considered valid, for all legal purposes, and
incorporated into the minutes of the meeting in question. The Committee members may also participate through the written statement of
their votes, even if they are not physically present.
Paragraph 2 - The absent member may be represented by any
of his peers upon delivery, until the beginning of the meeting, to the Chairman of the Committee’s meeting, of an instrument of
delegation of powers to be filed at the Company’s principal place of business.
Paragraph 3 - The instrument of delegation of powers shall
be signed by the absent acting member, signature recognition is not required. Should the instrument of delegation of powers not contain
the vote of the absent member, it shall be understood that the absent member shall follow the vote of the Chairman of the Committee's
meeting.
Paragraph 4 - The Committee's member whose interest conflicts
with the Company’s shall abstain from examining the documents and information of the items on the agenda object of the conflict,
as well as abstain from discussing and voting on such items at the meeting, including physically distancing himself from the discussions
and eventual resolutions, and shall inform the other members of his impediment and have the nature and extent of his interest recorded
in the minutes of the Committee’s meeting. Should the Committee member with a conflicting interest not express his/her impediment,
any other Committee member who is aware of the impediment may do so in his/her place, at which time the Committee shall resolve on the
nature and extent of the impediment prior to the discussion and voting on the agenda subject matter of the conflict, and the applicable
measures shall be taken as if the Committee member had expressed his/her impediment.
Section K Order of Works of the Meetings of the Committees
Article 48 – Once the quorum for instatement has been
verified, the works will obey the order established by the Chairman of the Committee meeting.
Section L Committees’ Resolutions
Article 49 - Once the discussions about a certain matter
are finished, the Chairman of the Committee meeting will start collecting the votes from the members present.
Article 50 - The matters and resolutions taken at the Committees
meetings will be valid if they have the favorable vote of the majority of the members present.
Article 51 - The sessions will be suspended or closed early
when circumstances require it.
Sole Paragraph - In the event of suspension of the session,
the Chairman of the Committee meeting must set a date, time, and place for its continuation.
Section M Recording the Works
Article 52 - Minutes will be drawn up for each meeting of
the Committee, which will be read and submitted for the approval of its members at the end of each meeting, or at the start of the following
meeting.
Article 53 - The minutes will be clearly written and drawn
up in summary format, registering all decisions taken, statements, dissents, protests and abstentions of votes.
Article 54 - Except in the case of legal necessity or in
the case of decisions taken by the Committees producing effects before third parties, the minutes of the Committees’ meetings will
not be disclosed and will only be accessible to Directors and the General Secretary.
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CHAPTER IV - AUDIT COMMITTEE
Section A Objective and Mission of the Audit Committe
Article 55 – The Audit Committee is an advisory body,
and its objective is to exercise deliberative and advisory functions with the Board with respect to the fulfillment of its oversight responsibilities
of supervising the integrity of the Company’s financial statement processes and control systems, and its members must have the minimum
qualifications required by the applicable legislation, including the Sarbanes-Oxley Act.
Section B Competencies of the Audit Committee
Article 56 - In addition to the legal competencies and those
which may be attributed by the Board, the Audit Committee has the following competencies and attributions:
(i) propose to
the Board the appointment of independent auditors as well as the replacement of such independent auditors, and the Audit Committee shall
be responsible for: (a) recommending to the Board the compensation to be paid to the Company’s independent auditors; (b) giving
an opinion about hiring the independent auditor to render any other service to the Company; and (c) supervising the activities of the
independent auditors, to evaluate their independence, the quality of the services provided and the adequacy of the services to the Company’s
needs;
(ii) analyzing
the management report and the financial statements of the Company, including capital budgets, making such recommendations as it deems
necessary to the Board;
(iii) analyzing
the financial information prepared and disclosed periodically by the Company;
(iv) analyzing
the reporting of transactions with related parties, under the terms established in the Policy for Transactions with Related Parties;
(v) evaluating
the effectiveness and sufficiency of the structure of internal controls and the Company’s internal and independent auditing processes,
submitting recommendations for improving policies, practices and procedures that it deems necessary, and the Audit Committee is responsible
for: (a) monitoring the activities of the Company’s internal controls area; (b) monitoring the activities of the Company’s internal audit and compliance departments,
including those related to the complaints received through the Company’s complaint channel related to the scope of their respective
activities, giving their opinion or taking the appropriate action on the complaints; and (c) evaluating the effectiveness and sufficiency
of the risk and contingency management and control systems;
(vi) analyzing
the proposals of the management bodies related to changes in the capital stock, issue of debentures convertible into shares or subscription
warrants, transformation, incorporation, merger or split, making the recommendations deemed necessary to the Board;
(vii) evaluating
the compliance, by the Company’s management, with the recommendations made by the independent and internal auditors, as well as
expressing an opinion to the Board regarding possible conflicts between the internal and external auditors and/or the Company’s
executive office; and
(viii) preparing an annual opinion to be presented together
with the Company’s financial statements, under the terms of the applicable legislation.
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CHAPTER V - QUALITY AND SUSTAINABILITY COMMITTEE
Section A Objective and Mission of the Quality and
Sustainability Committee
Article 57 – The Quality and Sustainability Committee
is an advisory body, and its objective is to perform advisory functions with the Board of Directors with regard to the fulfillment of
its responsibilities of monitoring the satisfaction and quality indexes of the principal services provided by the Company and the quality
levels of customer service in the various channels. The Quality and Sustainability Committee is also responsible for monitoring the Company's
performance in environmental and social matters related to sustainability.
Section B Competencies of the Quality and Sustainability
Committee
Article 58 – In addition to the competencies that
may be attributed by the Board, the competencies and attributions of the Quality and Sustainability Committee are:
(i) to evaluate and monitor the adequacy of the Company’s
quality and sustainability strategy, as well as to propose improvements when opportunities are found;
(ii) to periodically examine, analyze and monitor the satisfaction
and quality indexes of the principal services provided by the Company, as well as the quality levels of customer service in the various
channels, recommending eventual actions when opportunities are identified;
(iii) to periodically examine, analyze and monitor the Company's
quality plans and actions;
(iv) to examine, analyze and monitor, at least annually,
the Sustainability Plan and the Company's performance in sustainability assessments (including ESG surveys, indices, ratings and rankings),
recommending appropriate actions whenever opportunities for improvement are identified;
(v) to examine, analyze and monitor the Company's sustainability
strategy, governance, metrics and targets, action plans and sustainability practices, as well as the related material environmental and
social dependencies, impacts, risks and opportunities, which matters shall be reported to the Quality
and Sustainability Committee by the Sustainability Department;
(vi) to monitor the integration of material environmental
and social matters into the Company's business strategy and value chain; and
(vii) to examine, analyze and monitor the reports of the
Sustainability Department regarding the disclosure and independent assurance processes for sustainability information, as well as the
Company's performance in relation to non-financial indicators associated with the Company's profit-sharing or results-sharing programs,
when applicable.
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CHAPTER VI – APPOINTING COMMITTEE
Section A Purpose and Mission of the Appointing Committee
Article 59 – The Appointing Committee is an advisory
body, and its objective is to exercise resolutive and advisory functions with the Board with regard to the appointment, election, hiring,
and remuneration policy for executives and members of the Company’s management, as well as the Company’s corporate governance
rules and policies.
Section B Competencies of the Appointing Committee
Article 60 – In addition to the powers that may be
attributed by the Board, the competencies and duties of the Appointing Committee are:
(i) to recommend proposals for changes to the Company’s
bylaws;
(ii) to consider proposals for the appointment of members
of the other Committees, for subsequent approval by the Board;
(iii) to recommend proposals for the appointment and removal
of the Company’s statutory officers, for subsequent approval by the Board;
(iv) to analyze, on an annual basis, the global amount of
compensation of the managers, including benefits of any nature and representation fees, taking into account their responsibilities, the
time dedicated to their functions, their competence and professional reputation and the value of their services in the market;
(v) to decide on the annual readjustments of the employees
at the managerial (annual program, premises and budget) and non-managerial (program, premises and budget) levels, including the Company's
collective labor agreements (negotiation strategy and budget) to be entered into with the unions representing the categories of the Company's
employees, as well as analyzing and approving the Company's profit sharing or result sharing programs, as and when their rules are changed;
and
(vi) to appraise corporate governance issues submitted by
the Company’s statutory office, recommending them, when applicable, to the Board.
CHAPTER VII – RIGHTS AND DUTIES OF THE DIRECTORS
AND COMMITTEE MEMBERS
Article 61 – The Board of Directors may request and
examine the corporate documents that it deems necessary for the exercise of its function, in accordance with the provisions of the Corporations
Law.
Article 62 - The Director may also formalize substantiated
requests for information and/or clarification regarding the Company’s business to the Chairman of the Board.
Article 63 - It is the duty of every Director, in addition
to those provided for by law and those imposed on him by the applicable regulations and the Company Bylaws:
(i) to attend the
meetings of the Board previously prepared, with the examination of the documents made available and to participate actively and diligently
in them;
(ii) to maintain
the confidentiality of any and all Company information to which they have access due to their position, using it only for the exercise
of their duties as director, under penalty of being held responsible for any act that contributes to its undue disclosure;
(iii) to ensure that the Company adopts good corporate governance
practices; and
(iv) to be familiar
with and comply with the Company’s policies, norms and internal regulations which are made available to them (“Norms”)
upon taking office, or which are made available to them or updated during their term of office, clarifying any doubts when necessary.
Article 64 - The members of the Committees are subject to
the same rights and duties as the Directors, under the terms defined in this Chapter VII.
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CHAPTER VIII – MISCELLANEOUS
Article 65 – Omissions in these Regulations, doubts
of interpretation, and eventual modifications to its provisions shall be decided at a meeting of the Board, after consultation with the
Committee Chairmen and in compliance with the law and the Company’s Bylaws.
Article 66 - These Regulations may be altered by the Board
at any time.
Sole Paragraph - Alterations to these Regulations shall
enter into effect on the date of their approval and shall apply solely and exclusively as from the term of office in progress.
Article 67 - These Regulations were approved at the 327th
Board meeting, and shall enter into force on December 14, 2017.
*.*.*
The last consolidated amendment to these Regulations was approved at the 531st
Board meeting held on July 23, 2026.
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: |
July 27, 2026 |
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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 |
