Telefônica Brasil S A : Minutes of the ESMPS 2020

TELEFÔNICA BRASIL S.A.

Publicly-traded Company

CNPJ No. 02.558.157/0001-62

NIRE 35.3.0015881-4

MINUTES OF THE SPECIAL GENERAL MEETING OF PREFERRED

SHAREHOLDERS

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

1. DATE, TIME, AND PLACE: On October 1, 2020, at 12:00 noon, 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, pages 21, 19, and 15, respectively, and in the newspaper Valor Econômico on August 14, 15/16/17, and 18, 2020, pages B3, B5, and B5, respectively.
3. ATTENDANCE: In attendance at this Special General Meeting of the Preferred Shareholders of the Company were shareholders representing approximately 86,01% of the preferred shares issued by the Company, as recorded in the Shareholders' Attendance Book No. 003, page 025 (reverse) to page 041 (reverse), 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"), including the votes of the American Depositary Receipts - ADRs backed by preferred shares issued by the Company. Therefore, the legal quorum for installing this Special Meeting of Preferred Shareholders of the Company (the "Special Meeting") and for resolution of the matters on the Agenda was 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 Special Meeting; and Carolina Simões Cardoso - Secretary of the Special Meeting.
3. AGENDA: (1) Ratify, pursuant to article 136, paragraph one, of Law No. 6,404/76 (the "Brazilian Corporations Law"), the conversion of all the preferred shares issued by the Company into common shares, in the proportion of one (1) common share for one (1) preferred share, which

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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 SPECIAL GENERAL MEETING OF PREFERRED

SHAREHOLDERS

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

was subject to a resolution by the Extraordinary General Meeting of the Company held at 10:00 a.m. on October 1, 2020; and (2) Ratify, under the terms of articles 9, sole paragraph, and 10, subsection I, of the Company's Bylaws, the amendment of article 9, head paragraph and sole paragraph of the Company's Bylaws, which was subject to a resolution by the Extraordinary General Meeting of the Company held at 10:00 a.m. on October 1, 2020.

7. RESOLUTIONS: The Chairman of the Special 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 Special 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. Ratification of the conversion of all the preferred shares issued by the Company into common shares:

Approval was given, by majority of the votes cast by the holders of the Company's preferred shares present at the Special Meeting, according to the final summary voting map attached to these minutes as its Exhibit I, to ratification of 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)

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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 SPECIAL GENERAL MEETING OF PREFERRED

SHAREHOLDERS

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

preferred shares, book-entry and without par value, issued by the Company into common, book- entry 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 "Conversion"), which was approved at the aforementioned Extraordinary General Meeting by unanimity of votes.

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.

1. Ratification of the amendment of article 9, head paragraph and sole paragraph, of the Company's Bylaws:

Approval was granted, by a majority of the votes cast by the holders of preferred shares of the Company, according to the final summary voting map attached to these minutes as its Exhibit I, to the ratification, under the terms of articles 9, sole paragraph, and 10, subsection I, of the Company's Bylaws, of the amendment of article 9, head paragraph and sole paragraph of the Company's Bylaws, which was approved at the aforementioned Extraordinary General Meeting by unanimity of votes.

Due to the ratification approved in this item 2, article 9, head paragraph and sole paragraph, of the Company's Bylaws, after the applicable renumbering and reference updates, enters into effect as the new article 8, transcribed below:

"Article 8 - The following shall be submitted for prior approval by the General Meeting of Shareholders: (i) the execution of contracts with related parties, whose terms and conditions are more onerous for the Company than those normally adopted by the market in contracts of the same nature, subject, in any case, to the provisions of article 117 of Law 6,404/76; and (ii) the execution of management service agreements, including technical assistance, with foreign entities linked to the Company's controlling shareholder."

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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 SPECIAL GENERAL MEETING OF PREFERRED

SHAREHOLDERS

OF TELEFÔNICA BRASIL S.A. HELD ON

OCTOBER 1, 2020

8. RIGHT TO WITHDRAW: The approval of the ratification of the Conversion by this Special Meeting (i.e., item (1) of the agenda of this Special Meeting) gives rise to the right to withdraw for the holders of preferred shares issued by the Company who dissent from said resolution hereby approved, pursuant to article 136, subsection II, and article 137, subsection I, of the Brazilian Corporations Law.

Shareholders who do not agree with said resolution passed at this Special Meeting must, therefore, have the right to withdraw from the Company, with reimbursement of the value of all or part of their shares, to be calculated based on the equity value per preferred share issued by the Company, as described below, within thirty (30) days from the publication of the minutes of this Special Meeting ratifying the Conversion, subject to the provisions of article 137, paragraph three, of the Brazilian Corporations Law.

The right to withdraw may be exercised the shareholders who are proven to hold, on an uninterrupted basis, preferred shares issued by the Company since March 9, 2020 (inclusive), the date of disclosure of the Material Fact that initially dealt with the Conversion, until the date of effective exercise of the right. Thus, for purposes of clarification only, investors who have acquired preferred shares issued by the Company as of March 10, 2020 (inclusive) shall not have the right to withdraw as a result of the Conversion.

The reimbursement amount per preferred share to be paid as a result of the exercise of the withdrawal right, calculated based on the Company's shareholders' equity in the financial statements for the fiscal year ended December 31, 2019, duly approved by the Company's Ordinary General Meeting held on May 28, 2020 ("OGM"); and (ii) the number of common and preferred shares, excluding treasury shares, corresponds to forty-one Brazilian Reais and seventy-two cents (R$ 41.72) per share. From the reimbursement amount per share an amount equivalent to the complementary dividends declared by the Company at the OGM shall be deducted, as the amount of the dividends declared are included in the profit account and, therefore, the equity value per share on December 31, 2019. Considering that the Company's capital stock was divided into one billion, six hundred and eighty-eight million, six hundred and ninety-three thousand, seven hundred and seventy-six (1,688,693,776) shares (adding common and preferred shares together and excluding shares in treasury), the reimbursement amount to

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