Telefônica Brasil S A : MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022 - Form 6-K

MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

1. DATE, TIME AND VENUE: on August 4, 2022, at 11:00 a.m., at Telefônica Brasil S.A.'s ("Company"), headquarters, located at Avenida Engenheiro Luiz Carlos Berrini, 1,376, Bairro Cidade Monções, city of São Paulo, São Paulo state.

2. CALL NOTICE: the call notice was published in the Valor Econômico newspaper on June 15, 16/17 and 18/19/20, 2022, page B4, C5 and A12, respectively.

3. ATTENDANCE: shareholders attended, at the first call, for the Extraordinary General Meeting ("Meeting") representing approximately 90.6% of common shares issued by the Company, which are contained in the Shareholders' Attendance Book No. 003, and including the valid remote vote ballots received through Banco Bradesco S.A., as the bookkeeping agent for the Company's shares, under the terms of CMV Resolution 81, of March 29, 2022, according to the synthetic voting map consolidating the votes cast at a distance, disclosed on August 3, 2022 ("Remote Vote Consolidated Map"). Verifying, therefore, legal quorum for the installation of this Meeting and for the deliberation of the matters on the agenda.

Mr. Breno Rodrigo Pacheco de Oliveira, General Secretary and Legal Officer; and Mr. Pablo Ezequiel Sola, representative of the Evaluator, qualified below, responsible for preparing the Assessment Report (defined below), to provide any necessary clarifications, were also present.

4. PRESIDING BOARD: Breno Rodrigo Pacheco de Oliveira - Meeting Chairman; and Carolina Simões Cardoso - Meeting Secretary.

5. AGENDA:

5.1

Ratify, in the terms of Article 256, paragraph 1 of Law No. 6,404/76 ("Corporations Law"), the conclusion of the "Contract of Purchase and Sale of Shares and Other Covenants" signed on January 28, 2021 by Oi Móvel S.A. - In Judicial Recovery (succeeded by the incorporation of Oi S.A. - In Judicial Recovery) ("Oi Móvel"), as seller, and the Company, Tim S.A. and Claro S.A., as buyers, with the intervention-approval of Telemar Norte Leste S.A. - In Judicial Recovery (succeeded by the incorporation of Oi S.A. - In Judicial Recovery) and Oi S.A. - In Judicial Recovery, as agreed ("Contract"), through which the Company acquired 100% (one hundred percent) of the shares issued by "Garliava RJ Infraestrutura e Redes de Telecomunicações S.A." ("Target Society"), society of which the mobile telephony assets of Oi Móvel were exclusively contributed to ("UPI Mobile Assets"), acquired by the Company, as a result of the division and segregation of UPI Mobile Assets accorded between the buyers in the terms of the Contract ("Operation");

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

5.2

Ratify the nomination and contracting of Ernst & Young Assessoria Empresarial Ltda., a limited business company, headquartered in the City of São Paulo, São Paulo State, on Av. Juscelino Kubitschek, No. 1909, Torre Norte, 10th floor, ZIP 04543-011, registered in the CNPJ/ME under the No. 59.527.788/0001-31 ("Evaluator"), company specialized contracted by the Company's management for the preparation of the evaluation report of the Target Society provided for in Article 256, paragraph 1 of the Brazilian Corporations Law ("Assessment Report");

5.3	Approve the Assessment Report elaborated by the Evaluator; and

5.4	Ratify the provisions adopted by the Company's administration for the acquisition of the Target Society in the closing of the Operation.

6. RESOLUTIONS:

Initially, Mr. Chairman stated that he is aware of the minutes of the Preliminary Meeting of the shareholders Telefónica Latinoamérica Holding, S.L., Telefónica S.A. and SP Telecomunicações Participações Ltda., held on July 26, 2022, of which the resolution binds all votes from the shareholders who signed the Shareholders' Agreement, signed on October 1, 2020, pursuant to the provisions of Article 118 of the Corporations Law.

Mr. Chairman clarified that, as everyone was aware, the main purpose of the Meeting was to discuss and resolve on the ratification of the acquisition, by the Company, of all shares issued by the Target Society, according to Material Facts disclosed by the Company on March 10, 2020, July 18, 2020, July 27, 2020, August 7, 2020, September 7, 2020, December 14, 2020, January 29, 2021, January 31, 2022, February 9, 2022, April 13, 2022, and April 20, 2022.

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

Mr. Chairman informed that the relevant documentation pertinent to the Meeting was made available to the shareholders. The attending shareholders agreed to waive the reading of the documents, as they were of the entire understanding of all, as well as of the Remote Vote Consolidated Map disclosed to the Market, which was made available for consultation.

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

6.1 Ratify, pursuant to Article 256, Paragraph 1, of Corporations Law, the execution of the Contract, through which the Company acquired 100% (one hundred percent) of the shares issued by the Target Society of which they contributed exclusively to the assets of the mobile telephony operation of Oi Móvel acquired by the Company, resulting from the division and segregation of UPI Mobile Assets agreed between the buyers under the Contract.

It was approved, by the majority of the votes, registered abstentions (according to the final map of synthetic vote found in Exhibit A of these minutes), the ratification of the Contract execution through which the Company acquired 100% (one hundred percent) of the shares issued by the Target Society of which they contributed exclusively to the assets of the mobile telephony operation of Oi Móvel acquired by the Company, resulting from the division and segregation of UPI Mobile Assets agreed between the buyers under the Contract.

6.2Ratify the appointment and hiring of the Evaluator, a specialized company hired by the Company's management to prepare the Assessment Report.

It was approved, by majority of votes, registered abstentions (according to the final map of synthetic vote found in Exhibit A of these minutes), the ratification of the appointment and hiring of the Evaluator, a specialized company hired by the Company's management to prepare the Assessment Report.

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

6.3 Approve the Assessment Report prepared by the Evaluator.

It was approved, by majority of votes, registered abstentions (according to the final map of synthetic vote found in Exhibit A of these minutes), the Assessment Report found in Exhibit B of these minutes.

6.4 Ratify the provisions adopted by the Company's administration for the acquisition of the Target Society in the closing of the Operation.

It was approved, by majority of votes, registered abstentions (according to the final map of synthetic vote found in Exhibit A of these minutes), the ratification of all provisions adopted by the Company's administration for the acquisition of the Target Society in the closing of the Operation.

7. RIGHT TO WITHDRAW: the approval by the present Meeting of the ratification of the Contract execution through which the Company acquired 100% (one hundred percent) of shares issued by the Target Society, according to Article 256, Subparagraph "b" and Paragraph 2, of Corporations Law, gives the right to withdraw to shareholders of the Company who dissent from the aforementioned resolution taken herein, pursuant to Article 137, of Corporations Law.

The dissent shareholders of the resolution taken at the Meeting will, therefore, have the right to withdraw from the Company, upon reimbursement of the value, of all or part, of their shares, calculated based on the equity value per share issued by the Company, within 30 (thirty) days from the publication of the minutes of this Meetings

The Company will disclose the Notice to Shareholders with the terms, conditions and deadlines for exercising the right of withdraw by the shareholders of the Company dissidents from the resolution taken at this Meeting that ratified the execution of the Contract through which the Company acquired 100% (one hundred percent) of the shares issued by the Target Society.

8. VOTING MAP: according to Article 33, Paragraph 4 of CVM Resolution 80, of March 29, 2022, the final synthetic voting map is signed by the Chairman and Secretary of the Meeting, and is part of these minutes in its Exhibit A, indicating the amount of approvals, rejections, and abstentions that each resolution received.

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

9. CLOSING: there being no further matters to discuss, the Chairman of the Meeting declared the proceedings adjourned and ordered the drawing up of these minutes in a summary form. It was further stated that (i) in the publication of these minutes will be omitted the signatures of the shareholders; and (ii) the written votes were received by the Board, archived at the Company's headquarters. The minutes were read, approved and signed by the members identified below, already considering the shareholders who voted remotely, in the terms of Article 47, Paragraph 1, of the CVM Resolution 81.

Board: (aa) Breno Rodrigo Pacheco de Oliveira - Meeting Chairman and representing the Management; Carolina Simões Cardoso - Meeting Secretary.

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

Shareholders:

Present through remote voting ballots, pursuant to Article 47, Paragraph 1, RCVM 481:

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

Present in person:

_____________________________________________ SP TELECOMUNICAÇÕES PARTICIPAÇÕES LTDA. TELEFÓNICA LATINOAMÉRICA HOLDING, S.L. TELEFÓNICA S.A. TELEFÓNICA CHILE S.A. (p.p. Carolina Simões Cardoso)

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

_____________________________________________ TELEFÓNICA LATINOAMÉRICA HOLDING, S.L. TELEFÓNICA S.A. Represented by Santander Caceis Brasil DTVM S.A. (p.p. Carolina Simões Cardoso)

__________________________________________________________ ABERDEEN LATIN AMERICAN INCOME FUND LLC ABERDEEN STANDARD SICAV I - DIVERSIFIED INCOME FUND ABERDEEN STANDARD SICAV I - EMERGING MARKETS INFRASTRUCTURE EQUITY FUND ABERDEEN STANDARD SICAV I - LATIN AMERICAN EQUITY FUND AMUNDI ETF ICAV - AMUNDI MSCI ACWI SRI PAB UCITS ETF BEST INVESTMENT CORPORATION M&G FUNDS (1) BLACKROCK EMERGING MARKETS EQUITY FUND STANDARD LIFE ASSURANCE LIMITED Represented by BANCO BNP PARIBAS BRASIL S.A. (p.p. Christiano Marques de Godoy)

_____________________________________________ NUSHARES ESG EM MKTS EQ ETF Represented by ITAU UNIBANCO S.A. (p.p. Christiano Marques de Godoy)

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

_______________________________________________ IT NOW IBOVESPA FUNDO DE ÍNDICE IT NOW IDIV FUNDO DE INDICE IT NOW ISE FUNDO DE INDICE ITAU CAIXA ACOES FI ITAU FTSE RAFI BRAZIL 50 CAPPED INDEX FIA ITAU IBOVESPA ATIVO MASTER FIA ITAU INDEX ACOES IBRX FI ITAÚ AÇÕES DIVIDENDOS FI ITAÚ EXCELÊNCIA SOCIAL AÇÕES FUNDO DE INVESTIMENTO ITAÚ HUNTER TOTAL RETURN MULTIMERCADO FI ITAÚ IBRX ATIVO MASTER FIA ITAÚ INDEX AÇÕES IBOVESPA FI ITAÚ MASTER GLOBAL DINÂMICO MULTIMERCADO FUNDO DE INVESTIMENTO ITAÚ MASTER GLOBAL DINÂMICO ULTRA MULTIMERCADO FUNDO DE INVESTIMENTO ITAÚ S&P B3 LOW VOLATILITY FUNDO DE INVESTIMENTO EM AÇÕES QUANTAMENTAL HEDGE MASTER FUNDO DE INVESTIMENTO MULTIMERCADO Represented by ITAU UNIBANCO S.A. - ANBID 34 (p.p. Christiano Marques de Godoy)

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

__________________________________________ AMUNDI ESG GLOBAL LOW CARBON FUND AMUNDI FUNDS AMUNDI INDEX SOLUTIONS GLOBAL MULTI-FACTOR EQUITY FUND LUX IM MOST DIVERSIFIED PORTFOLIO SICAV Represented by SANTANDER CACEIS BRASIL DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A. (p.p. Christiano Marques de Godoy)

________________________________________________ CITIBANK N.A. Represented by CITIBANK DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A. (p.p. Christiano Marques de Godoy)

Outros:

_________________________

Pablo Ezequiel Sola

Representative of the Evaluator

I hereby certify that this is a faithful copy of the minutes of the 54^th Extraordinary General Meeting of Telefônica Brasil S.A., held on August 4, 2022, drawn up in the Company's book. This is a free English Translation.

___________________________________________

Carolina Simões Cardoso

Meeting Secretary

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

Exhibit A - Final Synthetic Voting Map

	APPROVE	REJECT	ABSTAIN
	Number of Ordinary Shares	Number of Ordinary Shares	Number of Ordinary Shares
(1) Ratify, pursuant to Article 256, Paragraph 1, of Corporations Law, the execution of the Contract, through which the Company acquired 100% (one hundred percent) of the shares issued by the Target Society of which they contributed exclusively to the assets of the mobile telephony operation of Oi Móvel acquired by the Company, resulting from the division and segregation of UPI Mobile Assets agreed between the buyers under the Contract.	1,514,265,885	204,075	67,231
(2) Ratify the appointment and hiring of the Evaluator, a specialized company hired by the Company's management to prepare the Assessment Report.	1,514,314,077	156,278	66,836
(3) Approve the Assessment Report prepared by the Evaluator.	1,514,286,197	162,890	88,104
(4) Ratify the provisions adopted by the Company's administration for the acquisition of the Target Society in the closing of the Operation.	1,514,326,113	171,514	39,564

Board:

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

___________________________________ Breno Rodrigo Pacheco de Oliveira Meeting Chairman

___________________________________ Carolina Simões Cardoso Meeting Secretary

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TELEFÔNICA BRASIL S.A. Publicly Held Company CNPJ No. 02.558.157/0001-62 NIRE 35.3.0015881-4 MINUTES OF THE 54th EXTRAORDINARY GENERAL MEETING OF TELEFÔNICA BRASIL S.A. HELD ON AUGUST 4, 2022

Exhibit B

Assessment Report

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