Microsoft Word - Fato Relevante - Fechamento - Finalizac¸a~o da Aquisic¸a~o (ENG) TELEFÔNICA BRASIL S.A. Publicly‐Held Corporation CNPJ/MF 02.558.157/0001‐62 ‐ NIRE 35.3.001.5881‐4 MA TER I A L FAC T

Telefônica Brasil S.A. ("Company" or "Telefônica Brasil"), in the manner and for the purposes of CVM Instruction No. 358/02, as amended, and in addition to the Material Facts published on August 5, 2014, August 28, 2014, August 29 2014, September 18, 2014, March 26, 2015, and May 12, 2015 ("Material Facts"), hereby informs its shareholders and the market in general that, on this date, the General Shareholders' Meeting of the Company ("GSM") approved the ratification of the Stock Purchase Agreement and Other Covenants, entered into by the Company, as Buyer, and Vivendi S.A. ("Vivendi") and its subsidiaries, Société d'Investissements et de Gestion 108 SAS ("FrHolding108") and Société d'Investissements et de Gestion 72 S.A., as Sellers ("Agreement"), whereby all the shares issued by GVT Participações S.A. ("GVTPar"), the controlling shareholder of Global Village Telecom S.A. ("GVT Operator", GVTPar and GVT

Operator collectively referred to as "GVT"), were acquired by the Company ("Acquisition").

Therefore, as provided for in the Agreement, in consideration of the Acquisition, the Company paid a portion of the price in cash, receiving shares of GVTPar and GVT Operator, and another portion in shares, delivered to FrHolding108 due to the merger of GVTPar's shares by the Company ("Merger of Shares"), representing 12% of the Company's share capital after the Merger of Shares.

Furthermore, Mr. Amos Genish, on this date, was elected Chief Executive Officer and member of the Board of Directors of the Company, pursuant to the Meeting of the Board of Directors and the GSM, respectively, both held on this date.
After the Merger of Shares and as a result of the Acquisition, the corporate structure of GVT and the Company will be as follows:

TELEFÔNICA BRASIL S.A. Publicly‐Held Corporation CNPJ/MF 02.558.157/0001‐62 ‐ NIRE 35.3.001.5881‐4 Corporate structure of the Company and GVT as a result of the Acquisition.



With the completion of the acquisition of GVT by the Company, the Company's shareholding structure on this date is as follows:

Common Shares

Preferred Shares

Total

Controlling Group

471,435,958

637,748,602

1,109,184,560

82.47%

56.98%

65.59%

Vivendi Group

68,597,306

134,320,885

202,918,191

12.00%

12.00%

12.00%

Other

31,610,953

347,271,219

378,882,172

5.53%

31.02%

22.41%

Total of Shares

571,644,217

1,119,340,706

1,690,984,923



São Paulo, May 28, 2015.
Alberto Manuel Horcajo Aguirre Investor Relations Officer Telefônica Brasil - Investor Relations Phone: +55 11 3430‐3687

E‐mail: ir.br@telefonica.com

Information available at www.telefonica.com.br/ir

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