Telefônica Brasil S A : 02/19/2020 Minutes of the 125th Meeting of the Audit and Control Committee

TELEFÔNICA BRASIL S.A.

Publicly-Held Company

CNPJ/MF n.º 02.558.157/0001-62

NIRE 35.3.0015881-4

EXTRACT FROM THE MINUTES OF THE 125th MEETING OF THE AUDIT AND CONTROL

COMMITTEE OF TELEFÔNICA BRASIL S.A., HELD ON FEBRUARY 13, 2020

1. DATE, TIME AND PLACE: On February 13, 2020, at 3:00 p.m., at the headquarters of Telefônica Brasil S.A. ("Company") located at Avenida Engenheiro Luiz Carlos Berrini, 1376, 32º floor, A Side, 4G+ Room, Cidade Monções neighborhood, in the City of São Paulo, State of São Paulo.
2. CALL AND ATTENDANCE: A call was made in accordance with the Company's Bylaws, and all
   members of the Audit and Control Committee ("Committee") of the Company were present: Mr. José María Del Rey Osorio, Chairman of the Committee; Mr. Narcís Serra Serra, Member of the Board of Directors; and by videoconference from Madrid, Mr. Julio Esteban Linares Lopez, Member of the Board of Directors. The following persons also attended the Meeting: the Chief Financial and Investor Relations Officer, Mr. David Melcon Sanchez-Friera; The Chief Audit Officer, Ms. Paula Bragança França Mansur; The Director of Internal Audit, Mr. Roberto Tezzon; The Senior Audit Manager, Ms. Patricia Aparecida Vieira de Andrade; The Director of Inspection, Ms. Renata Guida Barison; The Compliance Director, Ms. Andrea Maria da Silva Mattos; The Director of Accounting and Commissioning, Mr. João Orlando Lima Carneiro; The Company's Accountant, Mr. Carlos Cesar Mazur; The Secretary General and Legal Officer, Mr. Breno Rodrigo Pacheco de Oliveira; and the Senior Corporate Affairs Manager, Ms. Nathalia Pereira Leite, as Secretary of the Meeting, in addition to the presenters individually named in each of the themes below, whose participation was restricted to the time of appreciation of the same themes. The representatives of PriceWaterhouseCoopers Auditores Independentes ("PwC"), Messrs. Sérgio Zamora, Rodrigo Marcatti and Marcos Martins and Ms. Bruna Lins, were also present.
3. PRESIDING BOARD: José Maria Del Rey Osorio - Chairman of the Meeting; and Nathalia Pereira Leite - Secretary of the Meeting.
4. EXPOSITIONS AND RESOLUTIONS: Having examined and debated the matters on the Agenda, the members of the Committee who attended the Meeting deliberated as described below:

1. Consideration of the Financial Statements, together with the Opinion from the Independent Auditors and Annual Management Report relative to the fiscal year ended December 31, 2019: The Director of Accounting and Commissioning, Mr. João Orlando Lima Carneiro, together with the Company's Accountant Mr. Carlos Cesar Mazur, presented the results of the fiscal year ended December 31, 2019, answering questions related to the financial statements. Afterwards, the Director of Investor Relations, Mr. Luis Carlos da Costa Plaster,

TELEFÔNICA BRASIL S.A.

Publicly-Held Company

CNPJ/MF n.º 02.558.157/0001-62

NIRE 35.3.0015881-4

EXTRACT FROM THE MINUTES OF THE 125th MEETING OF THE AUDIT AND CONTROL

COMMITTEE OF TELEFÔNICA BRASIL S.A., HELD ON FEBRUARY 13, 2020

presented the highlights of the Management Report. The representative of the independent auditors, PwC, Mr. Sergio Eduardo Zamora, informed that he had no reservations regarding the Financial Statements, having submitted the final draft of the Independent Auditors' Report, without reservations, which will be signed, without changes to the final draft now. It was clarified that the Financial Statements were submitted to the Fiscal Board and would be submitted to the Board of Directors at meetings held on February 13 and 14, 2020. The members of the Committee, having analyzed such information and heard the comments of the external and internal auditors, will issue a favorable opinion, without reservations, on the date of the next meeting of the Board of Directors, which will be filed at the Company's headquarters, having decided to recommend to the Board of Directors of the Company the approval of the referred documents.

1. Consideration of the Proposal for Capital Budget for the fiscal year ending on December 31, 2020, including the report for the execution of 2019 budget; and of the Proposal for Income Allocation for the year ended December 31, 2019: The Director of Accounting and Commissioning, Mr. João Orlando Lima Carneiro, presented the report for the execution of the capital budget for the fiscal year 2019; as well as the Proposal for Capital Budget for the fiscal year to end on December 31, 2020; and the Management Proposal for Income Allocation for the fiscal year 2019. In addition, he clarified that such information was submitted to the Fiscal Board and will be submitted to the Company's Board of Directors at the meetings of February 13 and 14, 2020, respectively. The members of the Committee, having analyzed this information, will issue a favorable opinion, without reservations, on the date of the next meeting of the Board of Directors, which will be filed at the Company's headquarters, having decided to recommend to the Board of Directors of the Company the approval of the referred documents.

5. CLOSING: Since there was no other business to be transacted, the meeting was closed and these minutes were drawn-up. São Paulo, February 14, 2020. (signatures) José Maria Del Rey Osorio - Chairman of the Committee; Julio Esteban Linares Lopez - Member of the Board of Directors; Narcís Serra Serra - Member of the Board of Directors; Nathalia Pereira Leite - Secretary of the Meeting.

I hereby certify that the resolution recorded in these minutes appears in the minutes of the 125th Meeting of the Audit and Control Committee of Telefônica Brasil S.A., held on February 14, 2020, which was drawn-up in the proper book.

Nathalia Pereira Leite

Secretary of the Meeting

Erro! Nome de propriedade do documento desconhecido.

ANNEX

OPINION OF THE AUDIT AND CONTROL COMMITTEE

The members of the Audit and Control Committee of Telefônica Brasil S.A. ("Company" or "Telefônica Brasil"), in the exercise of their duties and legal responsibilities, examined and analyzed the Company's Financial Statements, accompanied by the Independent Auditors' Report and the Annual Report of the Management, related to the fiscal year ended December 31, 2019 ("Annual Financial Statements for 2019"), as well as the Proposal for Capital Budget for the fiscal year of 2020, including the Report on the Execution of the Capital Budget for 2019, and the Proposal for Income Allocation for the fiscal year of 2019 and, considering the information provided by the Board of Executive Officers of the Company and by PricewaterhouseCoopers Auditores Independentes, unanimously approve such documents, as they adequately reflect the Company's equity and financial position in all material respects, and recommend approval of the documents by the Company's Board of Directors and its forwarding to the Company's Ordinary Shareholders' Meeting, pursuant to the Brazilian Corporate Law.

São Paulo, February 14, 2020

José María Del Rey Osorio

Chairman of the Audit and Control Committee

Julio Esteban Linares Lopez

Member of the Audit and Control Committee

Narcís Serra Serra

Member of the Audit and Control Committee