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 November, 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 |
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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 |
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| 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 |
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| No | X |
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TELEFÔNICA BRASIL S.A.
Public-held Company
CNPJ/MF Nº. 02.558.157/0001-62 - NIRE 35.3.0015881-4
MINUTES OF THE 188th MEETING OF THE FISCAL BOARD OF TELEFÔNICA BRASIL S.A., HELD ON NOVEMBER 16, 2020.
1. DATE, TIME AND PLACE: November 16, 2020, at 09:00 a.m., exceptionally held remotely, due to the COVID-19 pandemic, pursuant to the article 17, paragraph 1 of the Internal Regulations of the Board of Directors and of the Technical and Advisory Committees of Telefônica Brasil S.A. (“Company”).
2. CALL NOTICE AND ATTENDANCE: The call was waived, in view of the presence of all members of the Fiscal Board of the Company (“Fiscal Board”), who subscribe these minutes, as provided for in Article 13, paragraph 2 of the Internal Regulations of the Fiscal Board of the Company. In addition, Ms. Nathalia Pereira Leite, Senior Manager of Corporate Affairs, attended the Meeting as Secretary of the Meeting.
3. AGENDA AND DELIBERATION: After examining and debating on the matter on the Agenda, the Fiscal Board members, who attended the Meeting, deliberated unanimously, as described below:
3.1. DISTRIBUTION OF INTEREST ON OWN CAPITAL OF THE COMPANY: The proposal of distribution of Interest on Own Capital (“IOC”) to be submitted to the deliberation of the Company’s Board of Directors, in the following terms:
“Proposal of deliberation of IOC based on the balance sheet of October 31, 2020, in the gross amount of R$ 400,000,000.00, which is equivalent to R$ 340,000,000.00 net of income tax. The interest per share equals R$ 0.23690201678 per common share (R$ 0.20136671426 net of income tax).
The conversion of all preferred shares issued by the Company into common shares (“Conversion”), approved at the Extraordinary General Meeting and ratified at the Special General Meeting of the Preferred Shareholders of the Company, held on October 1, 2020, had immediate effects. For that reason, all the shares issued by the Company started, on that date, to have the same treatment, regardless of the ticker under which they are traded, until the formalization of the Conversion, which will occur on November 23, 2020, as Material Fact and Notice to Shareholders disclosed on October 1, 2020 and November 10, 2020, respectively.
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TELEFÔNICA BRASIL S.A.
Public-held Company
CNPJ/MF Nº. 02.558.157/0001-62 - NIRE 35.3.0015881-4
The Interest on Own Capital shall be credited individually to shareholders, in accordance to the shareholders registry book position by the end of November 27, 2020. After this date, the shares will be considered “ex-Interest on Own Capital”.
The Interest on Own Capital will be imputed to the minimum mandatory dividend of the fiscal year 2020 ad referendum of the General Shareholders Meeting to be held in 2021, and the payment will be carried out before the end of 2021, in a date to be defined by the Company’s Management.”
The Fiscal Board members unanimously issued a favorable opinion to the proposal, according to which consider such document in accordance to the applicable legislation.
| 4. | CLOSING: Since there was no other business to be transacted, the meeting was closed, and these minutes were drawn-up. São Paulo, November 16, 2020. |
| Gabriela Soares Pedercini | Cremênio Medola Netto |
| Fiscal Board Member | Fiscal Board Member |
| Charles Edwards Allen | Nathalia Pereira Leite |
| Fiscal Board Member | Secretary of the Meeting |
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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.
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| TELEFÔNICA BRASIL S.A. | |||
Date: | November 16, 2020 |
| By: | /s/ Luis Carlos da Costa Plaster | |
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| Name: | Luis Carlos da Costa Plaster |
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| Title: | Investor Relations Director |