Telefônica Brasil S A : Minutes of the 52nd Extraordinary Shareholders Meeting

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

1. DATE, TIME, AND PLACE: On October 1, 2020, at 10:00 a.m., at the corporate headquarters of Telefônica Brasil S.A. (the "Company"), located at Avenida Engenheiro Luiz Carlos Berrini, 1,376, Bairro Cidade Monções, City of São Paulo, State of São Paulo.
2. CALL NOTICE: A call notice was published in the Official Gazette of the State of São Paulo on August 14, 15, and 18, 2020, on pages 21, 4, and 14, respectively, and in the newspaper Valor Econômico on August 14, 15/16/17, and 18, 2020, on pages B3, B5, and B5, respectively.
3. ATTENDANCE: Upon first call, shareholders representing approximately 95,38% of the common shares issued by the Company, fulfilling, therefore, the legal quorum for installing this Meeting, , according to the register in the Shareholders' Attendance Book No. 003, page 023 (front) to page 024 (front), considering, further, the valid remote voting ballots received through Banco Bradesco S.A., as the bookkeeper of the shares of the Company, per the terms of CVM Instruction No. 481/09, as amended ("ICVM 481"), as per the summary voting map released on September 30, 2020 (the "Consolidated Map"). Therefore, the legal quorum for installing this Extraordinary General Meeting (the "Meeting") and for resolving on the matters on the Agenda has been verified.

Present, further, was the General Secretary and Chief Legal Officer, Mr. Breno Rodrigo Pacheco de Oliveira, and Mr. Charles Edwards Allen, member of the Company's Audit Committee.

1. REMOTE VOTING: As mentioned in item (3) above, the Company adopted the remote voting system, making remote voting ballots available to its shareholders within the terms and manner established in ICVM 481, having received remote votes according to the Consolidated Map.
2. CHAIRMAN AND SECRETARY: Breno Rodrigo Pacheco de Oliveira - Chairman of the Meeting; and Carolina Simões Cardoso - Secretary of the Meeting.
3. AGENDA: (1) Evaluate and resolve on the conversion of all the preferred shares issued by the Company into common shares, in the proportion of one (1) common share for each one (1) preferred share and its implementation by the Company's officers (the "Conversion"); (2) Resolve, as a result of the Conversion proposed, on the amendment and/or exclusion of article

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TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

4, head paragraph and paragraphs, article 5, head paragraph, article 7, head paragraph and sole paragraph, article 9, head paragraph and sole paragraph, article 10, head paragraph and subsections (i), (ii), and (iii) and article 14, head paragraph, of the Company's Bylaws; and (3) Resolve on the amendment and restatement of the Company's Bylaws.

7. RESOLUTIONS: The Chairman of the Meeting stated that the relevant documentation was available to the shareholders. Thereafter, the waiver of the reading of the documents related to the matters to be resolved on at this Meeting was proposed and accepted by the shareholders present, as they were all fully aware thereof, which were made available to the shareholders on August 13, 2020, on the websites of the Securities Commission - CVM (www.cvm.gov.br), of B3 - Brasil, Bolsa e Balcão (www.b3.com.br), and of the Company (www.telefonica.com.br/ri), as well as the Consolidated Map released to the market, all of which are documents available for consultation.

Then, the Chairman of the Meeting stated that, in the understanding of the Company's management, the Conversion will generate value for all its shareholders, given that there will be:

1. extension to all shareholders, after the Conversion, of the right to vote with their shares in the Company's General Meeting of Shareholders; and (ii) the granting, to all non-controlling shareholders, of the right to joint sale of their shares, in line with the corporate laws and regulations in force, in the event of sale of control to a third party (tag along), thus improving its Corporate Governance practices.

After examining and discussing the matters on the agenda, the shareholders resolved as follows:

(1) Conversion of all the preferred shares issued by the Company into common shares:

Approval was given, by unanimity of the votes cast by the holders of the Company's common shares present at the Meeting, according to the final summary voting map attached to these minutes as its Exhibit I, to the Conversion of all of the one billion, one hundred and nineteen million, three hundred and forty thousand, seven hundred and six (1,119,340,706) preferred shares, book-entry and without par value, issued by the Company into common, book-entry

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TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

shares with no par value, in the proportion of one (1) common share for each one (1) preferred share converted, extinguishing the preferred shares.

The ratio of one (1) common share to each one (1) preferred share converted was established by the Company's management based, among other factors, on market practice in similar transactions, being certain that each one (1) preferred share will be converted into one (1) common share.

The officers of the Company are authorized, subject to the provisions of item 8 below, to perform all acts necessary for implementation of the Conversion in accordance with the terms resolved herein.

(2) Amendment of the Company's Bylaws to reflect the result of the Conversion:

Approval was given, as a result of approval of the Conversion, by unanimity of the votes cast by the holders of the Company's common shares present at the Meeting, according to the final summary voting map attached to these minutes as its Exhibit I, to the amendment and/or exclusion of article 4, head paragraph and paragraphs, article 5, head paragraph, article 7, head paragraph and sole paragraph, article 9, head paragraph and sole paragraph, article 10, head paragraph and subsections, (i), (ii), and (iii), and article 14, head paragraph, of the Company's Bylaws, with the consequent renumbering of the remaining articles and updating of the respective references, in order to reflect the changes and/or exclusions resulting from the approval of items (1) and (2) of the Agenda, all in accordance with the new wording contained in Exhibit IIto this minutes.

(3) Amendment and Restatement of the Company's Bylaws:

Approval was given, as a result of resolution passed in item (2) of the Agenda, by unanimity of the votes cast by the holders of the Company's common shares present at the Meeting, according to the final summary voting map attached to these minutes as its Exhibit I, to amendment and restatement of the Company's Bylaws, considering the amendments resolved on at this Meeting, the full content of which is an integral part of these minutes as Exhibit II.

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TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

MINUTES OF THE 52nd EXTRAORDINARY GENERAL MEETING

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

1. EFFECTIVENESS OF THE RESOLUTIONS PASSED: Pursuant to article 136, paragraph 1, of Law No. 6,404, of December 15, 1976, as amended (the "Brazilian Corporations Law"), as well as articles 9, sole paragraph and 10, subsection I, of the Company's Bylaws, the effectiveness of the resolutions in item (1) of the Agenda and, consequently, the amendments and/or exclusions approved for the Company's Bylaws, as well as their restatement pursuant to Exhibit II, per items (2) and (3) of the Agenda, is conditioned on the ratification of the Conversion and amendment of article 9, head paragraph and sole paragraph, of the Company's Bylaws, by the holders of preferred shares of the Company, at a Special General Meeting of the Company's Preferred Shareholders ("AGESP"), to be held on the date hereof, at 12:00 noon, by a vote in favor by more than half of the Company's preferred shareholders. Once ratified by the AGESP, the Conversion approved herein shall be effective immediately and, for this reason, all shares issued by the Company shall, as of ratification, have the same treatment, regardless of the ticker under which they will be traded until the Conversion is formalized.
2. VOTING MAP: In accordance with article 21-W, paragraph 6, subsection I, of ICVM 481 and with article 30, paragraph 4, of CVM Instruction No. 480/09, the final summary voting map is signed by the Chairman and by the Secretary of the Meeting, and is part of these minutes as its Exhibit I, indicating the number of approvals, rejections, and abstentions that each resolution received.
3. ADJOURNMENT: With no further business to discuss, the Chairman of the Meeting declared the proceedings adjourned and ordered the drawing up of these minutes in the form of a summary of the facts occurred, as provided for in article 130, paragraph 1, of the Brazilian Corporations Law. It was further stated that (i) in the publication of the minutes, the shareholders' signatures will be omitted, and (ii) the votes in writing were received and authenticated by the Chairman and Secretary, and will be filed at the Company's headquarters. The minutes were read, approved, and signed by the members of the Chairman and Secretary, as well as by the shareholders and other members identified below, already considering therein the shareholders who voted remotely, pursuant to article 21-V, paragraph 1, of ICVM 481. São Paulo, October 1, 2020. Chairman and Secretary: Breno Rodrigo Pacheco de Oliveira - Chairman of the Meeting, representing Management; and Carolina Simões Cardoso - Secretary of the Meeting; Shareholders: SP TELECOMUNICAÇÕES PARTICIPAÇÕES LTDA., attorney- in-fact Carolina Simões Cardoso; TELEFÓNICA LATINOAMÉRICA HOLDING, S.L., attorney-in-

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