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") hereby announces that on this date its controlling company, Telefónica S.A., announced in the markets where its shares are traded a material fact informing that it has signed an agreement with Vivendi S.A., the content of which is reproduced below in the form of free translation.
São Paulo, July 29, 2015.
Alberto Manuel Horcajo Aguirre
Investor Relations Officer Telefônica Brasil S.A. - Investor Relations Tel: +55 11 3430-3687
Email:ir.br@telefonica.comwww.telefonica.com.br/ir
TELEFÔNICA BRASIL S.A.
Publicly-Held Company
CNPJ MF 02.558.157/0001-62 - NIRE 35.3.001.5881-4
RAMIRO SÁNCHEZ DE LERÍN GARCÍA-OVIESGeneral Secretary and Secretary to the Board of Directors TELEFÓNICA, S.A.
TELEFÓNICA S.A., ("Telefónica") pursuant to article 82 of the Spanish Securities
Market Act (Ley del Mercado de Valores), hereby reports the following
Telefónica has entered today into an agreement with Vivendi, S.A. through which Telefónica has committed to deliver 46.0 million of its treasury shares, representing 0.95% of its share capital, in exchange for 58.4 million preferred shares of Telefonica Brasil, S.A, (received by Vivendi, S.A. in the context of the acquisition of GVT Participaçoes, S.A.) representing approximately 3.5% of the share capital of Telefonica Brasil, S.A.
Under this agreement, Vivendi, S.A. has committed, among other obligations: (i) to refrain from selling the Telefónica shares during specified periods (lock up), and (ii) to comply with certain restrictions that, in case of sale, and once the lock up periods have lapsed, would ensure an orderly sale of such shares.
The execution of this agreement is subject to approval by the Brazilian competition authority (CADE).
Madrid, July, 29, 2015.
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