TELEFÔNICA BRASIL S.A. 79,679,574 Preferred Shares, without par value Including Preferred Shares in the Form of American Depositary Shares INTERNATIONAL UNDERWRITING AGREEMENTUnderwriting Agreement • April 28th, 2015 • Telefonica Brasil S.A. • Telephone communications (no radiotelephone) • New York
Contract Type FiledApril 28th, 2015 Company Industry JurisdictionThis letter is furnished to you pursuant to (i) Section 8.1(a) of the Brazilian Underwriting Agreement and (ii) Section 7(e) of the International Underwriting Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the International Underwriting Agreement.