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Telefônica Brasil S.A. reports that its Audit and Control Committee met on February 11, 2026 to review the company’s 2025 annual accounts. Management presented the financial statements for the year ended December 31, 2025, including impairment tests, liquidity and indebtedness indicators, and comparative income statements.
Independent auditor PricewaterhouseCoopers stated that the individual and consolidated financial statements fairly present the company’s financial position, performance, and cash flows for 2025, and will issue their report on February 12, 2026. The committee unanimously issued a favorable opinion on both the 2025 financial statements and the Annual Management Report.
The committee also reviewed the management proposal for allocation of 2025 net income and issued a favorable opinion, recommending that the Board of Directors approve both the financial statements and the results allocation proposal and submit them to the Ordinary Shareholders’ Meeting.
Telefônica Brasil S.A. reported that its board approved the declaration of interest on capital based on the January 31, 2026 balance sheet, totaling R$325,000,000.00 gross, or R$268,125,000.00 net of withholding income tax. The indicated gross amount per share is R$0.101702138561, with R$0.083904264311 net per share, subject to adjustment due to the company’s ongoing share buyback program.
The interest on capital will be credited to shareholders of record at the end of February 23, 2026, after which the shares will trade ex-interest. The net amount will be attributed to the mandatory dividend for the fiscal year ending December 31, 2026, subject to approval at the ordinary shareholders’ meeting to be held in 2027, and payment is scheduled to occur by April 30, 2027. The filing also notes the resignation of board member Francisco Javier de Paz Mancho from the board and from the Nominations, Compensation and Corporate Governance Committee, effective February 13, 2026.
Telefônica Brasil S.A. approved a proposal by its Fiscal Council to declare interest on capital for the 2026 fiscal year totaling R$325,000,000.00 gross, or R$268,125,000.00 net of withholding income tax. The initial estimated IoC is R$0.101702138561 per share gross and R$0.083904264311 net, calculated on the shareholding position of January 31, 2026.
Shareholders on record at the end of February 23, 2026 will be entitled to this interest on capital, after which the shares trade ex-IoC. The net IoC will be included in the minimum mandatory dividend for the year ending December 31, 2026, subject to approval at the Ordinary General Meeting to be held in 2027, and payment is scheduled to be made by April 30, 2027.
Telefônica Brasil S.A. reports that the period for shareholders to exercise withdrawal rights related to recent extraordinary resolutions ended on February 11, 2026 with no withdrawals by holders of common shares.
Those resolutions approved the ratification of the Company’s acquisition of 24.99% of the shares and 1 subscription bonus in Fibrasil Infraestrutura e Fibra Ótica S.A. previously held by Caisse de dépôt et placement du Québec, and 25.01% of the shares and 1 subscription bonus previously held by Fibre Brasil Participações S.A. The meeting also approved an amendment to Article 2 of the Bylaws to broaden the corporate purpose and align it with the Company’s strategy and new business opportunities.
Telefônica Brasil S.A. approved an Interest on Capital distribution of R$325,000,000.00, based on the balance sheet of January 31, 2026. After 17.5% withholding income tax, the estimated net amount is R$268,125,000.00 to shareholders.
The declared IoC corresponds to a gross R$0.10170213856 per share and a net R$0.08390426431 per share, calculated from the shareholding position of January 31, 2026. Shareholders of record at the end of February 23, 2026 will be entitled to receive the payment, and the shares will trade ex-IoC after that date.
This IoC will be counted toward the mandatory dividends for the fiscal year ending December 31, 2027, subject to approval at the Ordinary General Shareholders’ Meeting to be held in 2026. Payment will be made by April 30, 2027, with the exact date to be set by the Executive Board, and the per-share value may be adjusted to reflect shares repurchased under the current buyback program.
Telefônica Brasil S.A. called an Extraordinary Shareholders’ Meeting for March 12, 2026 to vote on a proposed reduction of the company’s capital stock by R$4,000,000,000.00. The reduction would occur without cancelling shares and would be carried out through a return of funds to shareholders under Brazilian corporate law.
Shareholders will also vote on updating and consolidating the bylaws to reflect the new capital amount and on authorizing management to execute all related actions. The meeting will be held in person at the company’s São Paulo headquarters, with the option to participate via remote voting ballot, subject to advance registration and documentation requirements.
Telefônica Brasil S.A. has scheduled its 2026 Ordinary Shareholders’ Meeting for April 16, 2026, in line with Brazilian securities regulation CVM Resolution No. 81/22. The company notes that additional information about the agenda, proposals, and participation procedures will be provided when the formal call notice is published.
Telefônica Brasil S.A. reports that an Extraordinary Shareholders’ Meeting on January 9, 2026 approved the ratification of its acquisition of 24.99% of the shares and 1 subscription bonus in Fibrasil from CDPQ and 25.01% of the shares and 1 subscription bonus in Fibrasil from Fibre, under a share purchase agreement signed on July 10, 2025. The meeting also approved an amendment to Article 2 of the bylaws to expand and update the company’s corporate purpose in line with its strategy.
Shareholders who dissented, abstained, or did not attend may exercise a Withdrawal Right, receiving reimbursement for their common shares at R$21.43 per share, based on net equity as of December 31, 2024. To qualify, holders must have held shares continuously since July 10, 2025 for the Fibrasil transaction or since November 27, 2025 for the bylaws change. The withdrawal period runs from January 13, 2026 to February 11, 2026, with requests made via custodians for B3‑held shares or at Banco Bradesco branches for other shareholders.
Telefônica Brasil S.A. reported the results of its 61st Extraordinary Shareholders’ Meeting. Shareholders ratified the acquisition of 24.99% of the shares and 1 subscription bonus in Fibrasil previously held by CDPQ and 25.01% of the shares and 1 subscription bonus previously held by Fibre Brasil, confirming the Fibrasil transaction and related appraisal report and management actions.
They approved amendments to the bylaws to broaden the corporate purpose, adding a wide range of digital, IT, security, artificial intelligence, blockchain, real estate and service activities. Shareholders also approved the cancellation of 34,740,770 common treasury shares, so the fully paid-in capital remains R$60,071,415,865.09 and is now divided into 3,226,546,622 common book‑entry shares without par value.
Approximately 92.66% of common share capital was represented, and most items passed by a large majority. Dissenting shareholders in the Fibrasil transaction and corporate purpose change were granted withdrawal rights, with detailed terms to be provided in a future notice to shareholders.
Telefônica Brasil S.A. filed an amended set of bylaws that clarifies its corporate structure, governance rules, and capital framework. The company is organized as a joint-stock company with an indefinite duration and a broad corporate purpose centered on communications and telecommunications services, plus a wide range of digital, technology, infrastructure, real estate, and service activities.
The bylaws confirm authorized capital of up to 1,850,000,000 common shares and subscribed capital of R$60,071,415,865.09 divided into 3,226,546,622 book-entry common shares, each with one vote. They detail how general meetings are called and conducted, the composition and powers of the Board of Directors and Executive Office, and how the company is represented in contracts and proceedings.
The document also formalizes a permanent Fiscal Board, sets profit allocation rules including a minimum 25% dividend on adjusted net income, and creates a reserve for shareholder compensation and investments of up to 50% of annual net income, capped at 20% of share capital. It outlines conditions for interim dividends, interest on equity, and situations where profit reserves in excess of share capital must be used for capital increases or extra dividends.