VIV Telefonica Brasil SA

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 March, 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:

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):

 

 

 

 

 

1. DATE, TIME AND VENUE: On March 4^th, 2024, at 04:00 p.m. (São Paulo local time), held remotely, as provided for in Article 19, First Paragraph of the Internal Regulations of the Board of Directors and Technical and Consultant Committees (“Regulations”) da Telefônica Brasil S.A. (“Company”).

 

2. CALL NOTICE AND ATTENDANCE: The call notice was waived, given the presence of all members of the Board of Directors, who subscribe these minutes, as provided for in Article 15, Second Paragraph of the Company’s Regulations, establishing, therefore, quorum in accordance with the Article 18 of the Company’s Regulations. The General-Secretary and Legal Officer, Mr. Breno Rodrigo Pacheco de Oliveira was also present, as the Meeting Secretary.

 

3. PRESIDING BOARD: Eduardo Navarro de Carvalho – Chairman of the Board of Directors; Breno Rodrigo Pacheco de Oliveira – Meeting Secretary.

 

4. AGENDA AND RESOLUTION: After examining the matters on the Agenda, the members of the Board of Directors unanimously decided as follows:

4.1. Buyback Program of Shares issued by the Company: Having analyzed the market conditions, the management deemed it appropriate to approve a new share buyback program of common shares issued by the Company (“Program”).

Therefore, the Board of Directors, in compliance with article 15, item XV, of the Company’s Bylaws, as well as with CVM Resolution No. 77, from March 29^th, 2022 (“RCVM 77/2022”), approved a new Program, having authorized the following:

(i)

Program objective: Acquisition of common shares issued by the Company for treasury purposes, future cancellation or alienation, without reduction of the capital stock, to increment the value to the shareholders by the efficient investment of the funds available in cash, optimizing the allocation of the Company’s capital;

 

(ii)

Funds: the share buybacks will be carried out utilizing the available funds in the statutory reserve of income, and the income for the current fiscal year may also be used, in accordance with Article 8, paragraph 1, items I and II, of RCVM 77/2022. The maximum amount to be used in the program is R$ 1 billion;

 

(iii)

Term: The Program will begin on March 5th, 2024, and end on March 4th, 2025;

 

(iv)	Price and acquisition method: The acquisitions shall be made in the Stock Exchange (B3 – Brasil, Bolsa e Balcão), at market prices;

 

(v)	Number of shares to be acquired: Up to 40,827,672 common shares;

 

(vi)

Intermediary Financial Institutions: the buyback operations carried out under the Program will be intermediated by the following financial institutions: (i) Bradesco Corretora S.A. CTVM, headquartered at Avenida Presidente Juscelino Kubitschek, No. 1309, 11th floor, São Paulo - SP; (ii) BTG Pactual Corretora de Títulos e Valores Mobiliários S.A., headquartered at Avenida Brigadeiro Faria Lima, 3477, 14th floor – Parte, São Paulo - SP; (iii) Itaú Corretora de Valores S.A., headquartered at Avenida Brigadeiro Faria Lima, 3500, 3rd floor, - Parte, São Paulo - SP; (iv) Santander Corretora de Câmbio e Valores Mobiliários S.A., headquartered at Avenida Presidente Juscelino Kubitschek, No. 2041, Conj. 241, Bloco A – Cond. WTorre JK, São Paulo - SP; and (v) XP Investimentos CCTVM S.A., headquartered at Avenida Ataulfo de Paiva, 153, Room 201, Rio de Janeiro – RJ.

 

Lastly, in accordance with article 6º of RCVM 77, the members of the Company’s Board of Directors provided the information contained in Exhibit I of these minutes, and authorized the Company’s Management to take all necessary actions to implement the Program.

 

4.2. Approval of the proposal, to amend the Company’s Disclosure Policy of Material Fact and Trading of Securities (“Policy”): the proposal to amend the Policy was presented to authorize the possibility of adopting an investment or divestment plan in

favor of the Company, the controlling shareholder, or the Company’s management, as well as updating provisions due to changes in applicable regulation. The members of the Board of Directors have approved the amendment of the Policy, as presented.

 

5.      CLOSING: there being no further matters to discuss, the Chairman of the Board of Directors adjourned the meeting, and these minutes were drawn up. São Paulo, March 4^th, 2024. (aa) Eduardo Navarro de Carvalho – Chairman of the Board of Directors; Alfredo Arahuetes García; Ana Theresa Masetti Borsari; Andrea Capelo Pinheiro; Christian Mauad Gebara; Denise Soares dos Santos; Francisco Javier de Paz Mancho; Ignácio Moreno Martínez; Jordi Gual Solé; José María Del Rey Osorio; Juan Carlos Ros Brugueras; e Solange Sobral Targa. Secretary of the Meeting: Breno Rodrigo Pacheco de Oliveira.

I hereby certify that these minutes are a faithful copy of the minutes of the 463^rd Meeting of the Board of Directors of Telefônica Brasil S.A., held on March 04^th, 2024, drawn up in the Company’s book. This is a free English translation.

 

________________________________________

Breno Rodrigo Pacheco de Oliveira
Meeting Secretary

 

 

 

 

 

 

 

EXHIBIT I

Exhibit G to CVM Resolution No. 80/22

Trading of Shares of Own Emission

1. Justify in detail the objective and expected economic effects of the operation:

The program of buyback of shares issued by Telefônica Brasil S.A. (“Company”) approved at the meeting of the Company’s Board of Directors held on March 4^th, 2024, is intended for the acquisition of common shares issued by the Company for treasury purposes, future cancellation or alienation, without reduction in the capital stock, to increment the value to the shareholders by the efficient investment of the funds available in cash, optimizing the allocation of the Company’s capital (“Program”).

2. Inform the number of (i) outstanding shares and (ii) treasury shares:

The number of Company’s shares: (i) that are outstanding is 408,320,278 common shares, as defined by Article 1, sole paragraph, item I, of CVM Resolution No. 77, of March 29^th, 2022 (“Resolution 77”); and (ii) held in treasury is 4,356 common shares.

3. Inform the number of shares that may be acquired or alienated:

Up to 40,827,672 (forty million, eight hundred and twenty-seven thousand and six hundred and seventy-two) common shares may be acquired.

4. Describe the main characteristics of the derivative instruments the Company may use, if any:

Not applicable. The Company will not use derivative instruments.

5. Describe, if any, agreements or voting instructions between the Company and the counterparty of the transactions:

Not applicable. The acquisition of shares shall occur by means of stock Exchange transactions and, therefore, there are no voting instructions between the Company counterparties in the transaction.

6. In the case of transactions carried out outside the organized securities market, inform: a. the maximum (minimum) price for which the shares shall be acquired (sold); and b. if it is the case, the reasons that justify the transaction at prices higher than 10% (ten percent), in case of acquisition, or lower than 10% (ten percent), in case of alienation, than the average quote, weighed by volume, in the 10 (ten) previous trading days:

Not applicable. The transactions shall be carried out at the stock exchange, at market values.

7. Inform, if any, the impacts the negotiation will have on the composition of the controlling interest or the company’s administrative structure:

Not applicable. There will be no impact on the composition of control or administrative structure of the Company due to the implementation of the Program.

8. Identify the counterparties, if known, and in case of a related party, as defined by the accounting standards that govern the matter, also provide the information required by article 9 of CVM Resolution No. 81, of March 29^th, 2022:

Not applicable. The acquisition of shares shall occur through stock exchange transactions, and thus the counterparties are not known.

9. State the allocation of the funds earned, if applicable:

In case of the subsequent sale of the shares acquired within the context of the Program, the allocation of the funds shall be timely decided, when there shall be a proper communication to the market.

10. Indicate the maximum term for the liquidation of the authorized transactions:

The Program will begin on March 5^th, 2024, remaining in effect for 12 (twelve) months, until March 4^th, 2025.

11. Identify the institutions that will act as intermediaries, if any:

The buyback operations carried out under the Program will be intermediated by the following financial institutions: (i) Bradesco Corretora S.A. CTVM, headquartered at Avenida Presidente Juscelino Kubitschek, No. 1309, 11^th floor, São Paulo - SP; (ii) BTG Pactual Corretora de Títulos e Valores Mobiliários S.A., headquartered at Avenida Brigadeiro Faria Lima, 3477, 14^th floor – Parte, São Paulo - SP; (iii) Itaú Corretora de Valores S.A., headquartered at Avenida Brigadeiro Faria Lima, 3500, 3^rd floor, - Parte, São Paulo - SP; (iv) Santander Corretora de Câmbio e Valores Mobiliários S.A., headquartered at Avenida Presidente Juscelino Kubitschek, No. 2041, Conj. 241, Bloco A – Cond. WTorre JK, São Paulo - SP; and (v) XP Investimentos CCTVM S.A., headquartered at Avenida Ataulfo de Paiva, 153, Room 201, Rio de Janeiro – RJ.

12. Specify the funds available to be used, as per article 8, paragraph 1, of CVM Resolution No. 77, of March 29^th, 2022:

The share buybacks will be carried out utilizing the available funds in the statutory reserve of income, and the income for the current fiscal year may also be used, in accordance with Article 8, paragraph 1, items I and II, of RCVM 77/2022. The maximum amount to be used in the program is R$ 1 billion.

13. Specify the reasons why the members of the Board of Directors are comfortable that the repurchase of shares will not hinder the fulfillment of obligations assumed before creditors nor the payment of fixed or minimum mandatory dividends:

 

The Board of Directors evaluates that the Company’s current financial position, its capital structure and its high capacity for cash generation and low level of indebtedness, are compatible with the execution of the Program in the proposed amount, without prejudice of its ability to fulfill the other obligations assumed before creditors, as well as the payment of mandatory dividends.

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.

 

 

 

---

 

 

---