Business Context and Reporting Period
This Form 6-K filing contains the minutes of the 58th Extraordinary and 26th Ordinary Shareholders' Meetings of TELEFONICA BRASIL S.A., held on April 11, 2024. The meetings addressed corporate governance matters, the approval of financial statements for the fiscal year ended December 31, 2023, and amendments to the Company's Bylaws. Shareholder attendance represented approximately 89.4% of common shares for the Extraordinary Meeting and 89.3% for the Ordinary Meeting.
Key Financial Metrics (Fiscal Year 2023)
- Net Profit: R$5,029,389,118.20
- Adjusted Net Profit: R$4,678,788,105.49
- Interest on Own Capital (IOC) Declared: R$2,586,000,000.00 (Gross); R$2,198,100,000.00 (Net)
- Profit Available for Distribution: R$1,730,972,048.95
- Share Capital: R$62,071,415,865.09 divided into 1,652,588,360 common shares.
- Administrative Remuneration Limit (2024): R$64,495,190.33 (Gross)
Note: The filing does not provide specific values for revenue, operating margins, cash flow, or total debt for the period.
Material Changes and Resolutions
Bylaw Amendments (Extraordinary Meeting)
- Share Capital Adjustment: Approved the cancellation of 10,968,371 treasury shares. The share count was updated to 1,652,588,360 shares without reducing the total share capital value.
- New Profit Reserve: Created a statutory "Reserve for Remuneration to Shareholders and Investments." Up to 50% of net profit may be allocated to this reserve (capped at 20% of share capital) to fund share buybacks, dividends, or strategic investments.
Profit Allocation (Ordinary Meeting)
- Approved the allocation of the 2023 net profit.
- Legal Reserve: R$251,469,455.91
- Non-distributable Tax Incentives: R$99,131,556.80
- Reserve for Shareholder Remuneration and Investments: The remaining balance of R$1,730,972,048.95 was allocated to this new reserve.
Governance and Compensation
- Fiscal Board Elections: Elected new members for the Fiscal Board, including minority representatives (Gabriela Soares Pedercini and Letícia Pedercini Issa) and controlling shareholder representatives (Stael Prata Silva Filho and Luciana Doria Wilson).
- Remuneration Limits: Re-ratified the 2023 global remuneration limit at R$39.7 million and established the 2024 limit at R$64.5 million, reflecting an increase in the number of statutory directors.
- Verify the impact of the 10.9 million treasury share cancellation on earnings per share (EPS) metrics.
- Confirm the specific utilization timeline for the R$1.73 billion allocated to the new "Reserve for Remuneration to Shareholders and Investments."
- Review the full 2023 Annual Report (Form 20-F) for detailed revenue, EBITDA, and debt figures not included in these minutes.
- Monitor future Board resolutions regarding the deployment of the new reserve for share buybacks or interim dividends.
Outlook, Risks, and Contingencies
The filing does not contain forward-looking guidance, management commentary on future performance, or specific risk factors beyond the standard corporate governance disclosures. The creation of the new profit reserve indicates a strategic intent to maintain flexibility for capital returns (dividends/buybacks) and investments.