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 August, 2020
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:
| Form 20-F | X | 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):
| Yes | No | X |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
| Yes | No | X |
TELEFÔNICA BRASIL S.A.
Publicly-held Company
CNPJ 02.558.157/0001-62 – NIRE 35.3.0015881-4
Special General Meeting of Preferred Shareholders
Call Notice
The Preferred Shareholders of Telefônica Brasil S.A. (the "Company") are hereby called to attend the Special General Meeting of Preferred Shareholders (the “AGESP"), which will be held at 12:00 noon on October 1, 2020, at the Company's headquarters at Avenida Engenheiro Luiz Carlos Berrini, 1376, Cidade Monções, in the Capital of the State of São Paulo, to resolve on the following agenda:
(1) ratify, pursuant to article 136, first paragraph, 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 shall be subject to a resolution by the Extraordinary General Meeting of the Company to be 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, caput and sole paragraph, of the Company's Bylaws, which shall be subject to a resolution by the Extraordinary General Meeting of the Company to be held at 10:00 a.m., on October 1, 2020:
The Company reports that it will adopt the remote voting system for the AGESP and that, therefore, on the date hereof, the distance voting ballot will be made available to the Preferred Shareholders as established in CVM Instruction No. 481/09, as amended ("ICVM 481").
GENERAL INSTRUCTIONS:
| (i) | In accordance with article 12 of the Company's Bylaws: |
| · | Only preferred shareholders whose preferred shares are registered in their name in the records of the bookkeeping institution at least seventy-two (72) hours before the date scheduled for the AGESP may take part in and vote at the AGESP; and |
| · | Preferred shareholders must also submit, at least seventy-two (72) hours in advance of the date scheduled for the AGESP, a physical copy of the updated statement containing the respective shareholding, issued by the custodian body, in accordance with the terms of the Manual for the AGESP. |
TELEFÔNICA BRASIL S.A.
Publicly-held Company
CNPJ 02.558.157/0001-62 – NIRE 35.3.0015881-4
| (ii) | Participation by the preferred shareholders may be in person, or by proxy/legal representative duly appointed, or by means of a distance voting ballot, and detailed guidelines on the documentation required in each case are mentioned in the Manual for the AGESP disclosed on the date hereof: |
| · | In Person: Should a preferred shareholder choose to attend the AGESP in person, he must attend the AGESP with a document proving his identity (ID card and CPF); |
| · | By Legal Representative/Proxy: In order to speed up and increase the efficiency of the AGESP, pursuant to the provisions of article 12, second paragraph of the Bylaws, the Company requests that the preferred shareholders who intend to be represented at the AGESP by means of a duly appointed legal representative/proxy, deposit the power-of-attorney/proxy instruments and documentation described in the Manual for the AGESP at the Company's headquarters at Avenida Engenheiro Luiz Carlos Berrini, 1376, 17th floor, Cidade Monções, in the Capital of the State of São Paulo, CEP 04571-936, to the attention of the Investor Relations Office on business days, from Monday to Friday, from 9:00 a.m. to 6:00 p.m., at least seventy-two (72) hours prior to the date scheduled for the AGESP; and |
| · | Distance Voting Ballot: If the preferred shareholder chooses to exercise its voting right remotely, pursuant to ICVM 481, it may send the distance voting ballot through its respective custody agent, the Company's bookkeeping institution (Banco Bradesco S.A.) or directly to the Company, according to the guidelines set forth in the Manual for the AGESP and the distance voting ballot. Due to the COVID-19 pandemic, the Company recommends that its preferred shareholders cast their votes for the AGESP using the distance voting ballot, to be sent through the options indicated above, avoiding attending the AGESP in person. In any event, the Company clarifies that during the AGESP it will adopt the necessary health prevention measures. The Company further informs that in case of worsening of the COVID-19 pandemic, this AGESP may be converted into an exclusively digital meeting, pursuant to ICVM 481. In this case, the Company will resubmit the documents related to the AGESP, therein informing the shareholders of the means for participation and related procedures. |
| (iii) | All documents related to the Agenda for the AGESP are available to the shareholders who hold preferred shares at the Company's headquarters, and may also be analyzed at the websites of the Brazilian Securities and Exchange Commission - CVM (www.cvm.gov.br), B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br), and the Company |
TELEFÔNICA BRASIL S.A.
Publicly-held Company
CNPJ 02.558.157/0001-62 – NIRE 35.3.0015881-4
(www.telefonica.com.br/ri), in accordance with the provisions of the Brazilian Corporations Law and ICVM 481.
São Paulo, August 13, 2020.
Eduardo Navarro de Carvalho
Chairman of the Board of Directors
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.
| TELEFÔNICA BRASIL S.A. | |||||
| Date: | August 13, 2020 | By: | /s/ Luis Carlos da Costa Plaster | ||
| Name: | Luis Carlos da Costa Plaster | ||||
| Title: | Investor Relations Director | ||||