| 1 |
To ratify the appointment of PriceWaterhouseCoopers Auditores Independentes Ltda., enrolled with CNPJ under No. 61.562.112/0001-20 (“Appraiser”), as the appraisal firm responsible for the preparation of the appraisal report of the shareholders’ equity of Fibrasil Infraestrutura e Fibra Ótica S.A., a corporation, enrolled with CNPJ under No. 36.619.747/0001-70, with headquarters at Alameda Santos, No. 647, 14th floor, suite 141, Cerqueira César, ZIP Code 01419-901, in the City of São Paulo, State of São Paulo (“Appraisal Report” and “Fibrasil”, respectively), for the purposes of its merger into the Company |
✓ For(3437.43)
|
| 2 |
To examine and resolve on the Appraisal Report |
✓ For(3437.43)
|
| 3 |
To examine and resolve on the “Protocol and Justification of Merger of Fibrasil Infraestrutura e Fibra Ótica S.A. into Telefônica Brasil S.A.” entered into by the management of Fibrasil and the Company on June 16, 2026 (“Protocol and Justification”) |
✓ For(3437.43)
|
| 4 |
To resolve on the merger of Fibrasil into the Company, pursuant to the terms of the Protocol and Justification, effective as of August 1, 2026 (“Merger”) |
✓ For(3437.43)
|
| 5 |
To authorize the Company’s management to perform all acts necessary to implement the Merger |
✓ For(3437.43)
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| 6 |
To ratify the election of an independent member of the Company’s Board of Directors, resolved at the Board of Directors’ meeting held on April 27, 2026, pursuant to article 150 of Law No. 6,404/1976 (“Brazilian Corporation Law”) |
✓ For(3437.43)
|
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