TELEFONICA BRASIL S.A. (VIV) SEC Filings, Jun-Aug 2026

Telefônica Brasil S.A. held an Extraordinary Shareholders’ Meeting on July 31, 2026, with shareholders representing approximately 92.71% of common shares. Shareholders approved the merger of wholly owned subsidiary Fibrasil into the company, effective August 1, 2026, as an internal reorganization.

Fibrasil’s net equity to be merged was valued at R$812,613,844.28, based on book value as of December 31, 2025; any equity changes between that date and the merger date will be absorbed by Telefônica Brasil. The merger will not change share capital, lead to new share issuance, or alter the existing shareholding structure, so there is no share exchange ratio or withdrawal right. Shareholders also ratified PricewaterhouseCoopers as appraiser, approved the Protocol and Justification, authorized management to implement the merger, and ratified the election and independence status of board member María Cristina Rotondo Urcola, whose term runs until the 2028 annual meeting.

Telefônica Brasil S.A. sets out detailed internal regulations governing its Board of Directors and its technical and consulting committees, as last consolidated at the Board’s 531st meeting on July 23, 2026. The rules cover composition, appointment, meetings, decision‑making, and evaluation of these bodies.

The Board comprises 5 to 17 directors with three‑year terms, limits Independent Directors to four consecutive mandates, caps external board seats at five, and requires at least 75% meeting attendance. Three advisory committees are formalized: an Audit Committee overseeing financial reporting, controls and auditors; a Quality and Sustainability Committee monitoring service quality and environmental and social matters; and an Appointing Committee handling nominations, executive remuneration policy, labor adjustment frameworks and corporate governance topics.

Telefônica Brasil reported solid Q2 2026 growth, with net revenue of R$15,757.4 million, up 7.6% year over year, driven by postpaid mobile, FTTH and Corporate Data, ICT and Digital Services. Total accesses reached 118.8 million and mobile accesses 105.1 million, both increasing over the prior year.

Profitability strengthened as EBITDA rose 10.9% YoY to R$6,580.8 million, with margin expanding to 41.8%, while net income grew 17.0% YoY to R$1,572.5 million. Operating cash flow increased 14.3% YoY to R$3,992.3 million, although free cash flow fell 10.7% to R$2,661.0 million on higher tax payments and less favorable working capital. The company ended the quarter with a net cash position of R$3,786.9 million excluding IFRS 16 leases and distributed R$6,990.0 million to shareholders in the first seven months of 2026, reaffirming its commitment to pay at least 100% of 2026 net income.

Telefônica Brasil S.A. reported decisions from its 531st Board of Directors meeting held on July 23, 2026 in Madrid. The Board approved the Company’s 2026 Climate Action Plan after a recommendation from the Quality and Sustainability Committee.

The Board, following proposals from the Nominations, Compensation and Corporate Governance Committee, also approved amendments to the Internal Regulations of the Board and its technical and advisory committees, an update to the Company’s Human Rights Policy, and a new Artificial Intelligence Governance Model Policy. In addition, it formally renumbered prior June 15 and 16, 2026 board meetings as the 528th and 529th meetings, respectively, with all other content of those minutes remaining in force.

Telefônica Brasil S.A. proposed declaring Interest on Capital based on its June 30, 2026 balance sheet in a gross amount of R$500,000,000.00, equal to R$412,500,000.00 net of withholding income tax, with the Fiscal Council issuing a unanimous favorable opinion.

The proposal corresponds to IoC of R$0.156464828562 per share gross and R$0.129083483561 per share net, credited to shareholders of record at the end of July 27, 2026; shares will trade “ex-IoC” after that date. Per-share amounts may change due to the Share Buyback Program and the shareholding position on July 27, 2026. The net IoC will be allocated to the mandatory minimum dividend for the 2026 fiscal year, with payment to be made by April 30, 2027 on a date set by management.

Telefônica Brasil S.A.'s board approved a distribution of R$500,000,000.00 in interest on capital (IoC), based on the balance sheet as of June 30, 2026. The net amount after withholding income tax is R$412,500,000.00, using a standard tax rate of 17.5%.

The IoC corresponds to R$0.156464828562 gross per share and R$0.129083483561 net per share, initially calculated on the shareholding position of June 30, 2026 and subject to adjustment due to the share buyback program. Shareholders of record at the end of July 27, 2026 will be entitled to the IoC; from the following day, shares trade ex-IoC. The net IoC will count toward the mandatory minimum dividend for the 2026 fiscal year, subject to approval at the 2027 ordinary general meeting, and payment will be made by April 30, 2027, on a date to be set by management.

Telefônica Brasil S.A. approved the declaration of Interest on Capital (IoC) based on the June 30, 2026 balance sheet. The gross IoC is R$500,000,000.00, subject to 17.5% withholding income tax, resulting in a net amount of R$412,500,000.00. The initial gross IoC per share is R$0.15646482856, with net per share of R$0.12908348356, for shareholders holding shares at the end of July 27, 2026.

The IoC will be considered part of the mandatory dividends for the fiscal year ending December 31, 2026, subject to approval at the Ordinary General Shareholders’ Meeting in 2027. Shares trade ex-IoC after July 27, 2026, and payment will be made by April 30, 2027. The per-share amount may be adjusted depending on share repurchases under the ongoing Share Buyback Program, with any changes disclosed to the market. Shareholders with differentiated, exempt, or immune tax status must evidence this by August 3, 2026 to Banco Bradesco S.A., the share depositary.

Telefônica Brasil S.A. reports that its indirectly controlled company Telefônica Infraestrutura e Segurança Ltda. (TIS) has merged its wholly owned subsidiary Telefônica Cibersegurança e Tecnologia do Brasil Ltda. (Cyberco Brasil), effective July 1, 2026. Cyberco Brasil was dissolved and all of its assets, liabilities, rights, and obligations were transferred to TIS.

The company states that this corporate and operational reorganization is aimed at simplifying operating structures, reducing costs related to the activities of Cyberco Brasil and TIS, and capturing internal synergies. The merger was carried out at the book value of Cyberco Brasil’s net assets and did not change TIS’s share capital or Telefônica Brasil’s indirect equity interest in TIS.

Telefônica Brasil S.A. is calling an Extraordinary Shareholders’ Meeting for July 31, 2026 at 2:00 p.m. in São Paulo. Shareholders will be asked to ratify the appointment of PriceWaterhouseCoopers as appraiser of Fibrasil’s equity, review the appraisal report, and approve the Protocol and Justification governing the proposed merger of Fibrasil Infraestrutura e Fibra Ótica S.A. into Telefônica Brasil, effective August 1, 2026. The agenda also includes approving the merger itself, authorizing management to implement it, and ratifying the prior election of an independent board member. The meeting will be held in person, with the option to vote by remote ballot subject to document and deadline requirements.