Material Fact - Oi Mobile: Exclusivity Agreement

TELEFÔNICA BRASIL S.A.

Publicly-held Company

CNPJ 02.558.157/0001-62 - NIRE 35.3.0015881-4

M A T E R I A L F A C T

Telefônica Brasil S.A. ("Company"), in compliance with and for the purposes of CVM Instruction No. 358/2002, as amended ("ICVM 358"), and subsequently to the Material Facts disclosed on March 10th, 2020, July 18th, 2020 and July 27th, 2020, hereby informs the shareholders and the market in general that, due to the revised binding offer presented to Oi Group on July 27th, 2020 ("Revised Offer"), jointly with TIM S.A. ("TIM") and Claro S.A. ("Claro" and, jointly with the Company and TIM, the "Bidders"), Oi Group granted the Bidders, by the execution of an Exclusivity Agreement ("Agreement"), with exclusivity to negotiate the documents and annexes related to the Revised Offer.

The Agreement aims to (i) grant security and speed to the ongoing negotiations among the Bidders and Oi Group and (ii) allow that, once the negotiations between the parties are satisfactorily concluded, the Bidders can, subject to the necessary authorizations by Oi Group, be pre-qualified as "stalking horse" bidder in the competitive process for sale of the mobile telephony assets held by Oi Group, thus assuring them the right to top other proposals received in the referred process.

The Agreement is effective until August 11, 2020 and will be automatically renewed for equal and successive periods, unless otherwise indicated by either party.

The Company shall keep its shareholders and the market in general duly informed of the progress of the process related to the new offer presented, pursuant to ICVM 358 and the applicable legislation.

São Paulo, August 7th, 2020.

David Melcon Sanchez-Friera

CFO and Investor Relations Officer

Telefônica Brasil - Investor Relations

Tel: [phone]

Email: [e-mail]

Information available at: www.telefonica.com.br/ri