VIV · Telefônica Brasil S.A.

The filing details the structure of Telefônica Brasil S.A.'s incentive plan, emphasizing performance-based payouts tied to financial and ESG metrics. For First and Second Cycles, participants can earn incentives linked to TSR relative to peers, FCF versus budgeted targets, CO2 emissions neutralization via carbon credits (requiring minimum scopes 1/2 reductions per SBTi and Paris Agreement standards), and gender equality measured by women in leadership roles. Each non-financial objective caps at 5% of granted Units. Achievement levels use scales set by the Board, with linear interpolation for intermediates and strict conditions for multipliers over 100%. Failure thresholds (e.g., FCF <92%, TSR below median) forfeit portions of the Final Multiplier. The Third Cycle focuses solely on TSR (50%, percentile-ranked against a defined Peer Group of telecom peers like America Movil and TIM S.A.) and FCF (50%, averaged annually), with potential 20-point FCF uplift for outperformance. Payouts are cash-based (Units x VShare x Final Multiplier), pro-rated for early termination or Change of Control using prior-month closing prices. The Board's discretion on scales, adjustments for corporate events, and final calculations ensures alignment with strategic goals while providing transparency on value creation and sustainability commitments.