Microsoft Word - Notice to the Market - Telefônica Brasil - Swap TELEFÔNICA BRASIL S.A.

Publicly‐Held Company

CNPJ MF 02.558.157/0001‐62 ‐ NIRE 35.3.001.5881‐4

NOTICE TO THE MARKET

Telefônica Brasil S.A. ("Company"), complementing the Material Facts disclosed on September 18, 2014 and March 26, 2015, informs its shareholders and the market in general that, on this date, was completed the transaction for the exchange of shares ("Swap") between Telefónica and Société d'Investissements et de Gestion 108 SAS ("FrHolding108"), a company controlled by Vivendi S.A., through which FrHolding108 transferred to Telefónica 76,656,559 shares representing 4.5% of the Company's capital stock, being
68,597,306 common shares representing 12% of such class of shares and 8,059,253 preferred shares
representing 0.72% such class of shares issued by the Company, in exchange for 1,110,000,000 shares representing 8.2% of the common shares of Telecom Italia, S.p.A., previously held by Telco TE, S.p.A., a subsidiary of Telefónica.

In virtue of the Swap transaction effected, the Company's corporate structure after the Swap transaction became to be as follows:

Shareholders

Common

%

Preferred

%

Total

%

Controlling Group

540,033,264

94.47%

645,807,855

57.70%

1,185,841,119

70.13%

Minority Shareholders

31,610,953

5.53%

473,532,851

42.30%

505,143,804

29.87%

FrHolding108

0

0.00%

126,261,632

11.28%

126,261,632

7.47%

Other minority shareholders

31,610,953

5.53%

347,271,219

31.02%

378,882,172

22.40%



Total of shares 571,644,217 100% 1,119,340,706 100% 1,690,984,923 100%

As previously announced, the Swap transaction was approved by Agência Nacional de Telecomunicações ‐ ANATEL at meetings held on December 22, 2014 and March 12, 2015, as Judgements No. 429/2014‐CD and No. 87/2015‐CD, respectively, and by Conselho Administrativo de Defesa Econômica - CADE's Court, at its
61st ordinary session of trial, held on March 25, 2015.
The Investor Relations Office remains available to shareholders to clarify any issues related to the object of this Notice, through the telephone +55 11 3430‐3687 or through the ir.br@telefonica.com e‐mail.
São Paulo, June 24, 2015.

Alberto Manuel Horcajo Aguirre

Investor Relations Officer Telefônica Brasil S.A. - Investor Relations Tel: +55 11 3430‐3687
Email: ir.br@telefonica.com www.telefonica.com.br/ir

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