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 February, 2022
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
Corporate Taxpayer’s ID (CNPJ): 02.558.157/0001-62 – Company Registry (NIRE) 35.3.0015881-4
MINUTES OF THE 202nd FISCAL COUNCIL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON FEBRUARY 15th, 2022
1. DATE, TIME AND VENUE: On February 15th, 2022, at 10:00 a.m., held remotely, as provided in the Article 17, sole paragraph of the Internal Rules of the Fiscal Council (“Rules”) of Telefônica Brasil S.A. (“Company”).
2. CALL NOTICE AND ATTENDANCE: The call was waived given the presence of all members of the Company’s Fiscal Council (“Fiscal Council”), who subscribe these minutes, pursuant to the Article 13, paragraph 2 of the Company’s Rules. The Director of Corporate and Business Affairs, Mrs. Carolina Simões Cardoso, as Meeting Secretary.
3. AGENDA AND RESOLUTION: After examining and deliberating on the matter in the Agenda, the members of the Fiscal Council unanimously decided as follows:
3.1. STATEMENT OF INTEREST ON CAPITAL: The proposal for the statement of Interest on Capital (“IoC”) to be submitted to the Company’s Board of Directors, was appreciated, in the following terms:
“The proposal to declare Interest on Capital (“IoC”) based on the balance sheet of January 31st, 2022, in the gross amount of R$ 180,000,000.00, corresponding to the net amount of R$ 153,000,000.00 withholding income tax, was approved. The interest per share is equivalent to R$ 0.10739500713 per common share (R$ 0.09128575606 net of income tax).
The IoC will be credited individually to each shareholder, in accordance with the shareholding position in the Company’s records at the end of February 25th, 2022. After said date, the shares will be considered as “ex-interests”.
The IoC will be included in the minimum required dividend for the fiscal year of 2022 “ad referendum” of the General Shareholders’ Meeting to be held in 2023, and the payment will be made until July 31st, 2023, in a date yet to be determined by the Company’s Board.”
Unanimously, the members of the Fiscal Council approved the proposal, given that they consider it to be in compliance with the applicable legislation.
| 1 |
TELEFÔNICA BRASIL S.A.
Publicly Held Company
Corporate Taxpayer’s ID (CNPJ): 02.558.157/0001-62 – Company Registry (NIRE) 35.3.0015881-4
4. CLOSURE: There being no further matters to discuss, the meeting was adjourned, and these minutes were drawn up. São Paulo, February 15th, 2022.
| Gabriela Soares Pedercini | Cremênio Medola Netto |
| Fiscal Council Member | Fiscal Council Member |
| Charles Edwards Allen | Carolina Simões Cardoso |
| Fiscal Council Member | Meeting Secretary |
| 2 |
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: | February 16, 2022 |
| By: | /s/ João Pedro Carneiro | |
|
|
|
| Name: | João Pedro Carneiro |
|
|
|
| Title: | Investor Relations Director |