Minutes of the 285^th MBD of 12.09.15 Page 1/2

(iii) Deadline: beginning from the date of the Board of Directors' resolution, shall remain in force up to June 8, 2017, and the acquisitions will be made in BM&FBOVESPA at market prices, and it is for the Board to decide the timing and amount of shares to be acquired, either in a single transaction or in a series of operations, and set the parameters for carrying out the purchases, all within legal limits.

(iv) Number of Shares to be acquired: up to a maximum of 870,530 common shares and 41,510,371 preferred shares, corresponding to less than 10% of the shares of each class outstanding on the date hereof, respectively.

(v) Number of Outstanding Shares: 31,606,942 common shares and 415,111,046 preferred shares; considering the 2,290,164 common shares and 734 preferred shares in treasury; and excluding shares held by controlling shareholders, by persons related to them, and by administrators, under Article 8, section I, § 3 of ICVM 567.

(vi) Intermediary Financial Institutions: the operation will be performed through Bradesco Corretora S.A. CTVM, headquartered at Avenida Paulista, 1450 / 7th floor - São Paulo/SP.

Finally, the members of the Board of Directors authorized the Executive Board to take all actions necessary for the full execution of the Program.

São Paulo, December 9, 2015. (aa) Antonio Carlos Valente da Silva – Chairman of the Board of Directors; Santiago Fernández Valbuena – Vice-President of the Board of Directors; Amos Genish; Antonio Gonçalves de Oliveira; Eduardo Navarro de Carvalho; Francisco Javier de Paz Mancho; José Fernando de Almansa Moreno-Barreda; Luciano Carvalho Ventura; Luis Javier Bastida Ibarguen; Luiz Fernando Furlan; Narcís Serra Serra and Roberto Oliveira de Lima. Secretary of the Board of Directors: Breno Rodrigo Pacheco de Oliveira.

I hereby certify that this is a faithful copy of the minutes of the 285^th meeting of the Board of Directors of Telefônica Brasil S.A., held on December 9, 2015, which was drawn-up in the proper book.

Annex 30-XXXVI of the CVM Instruction No. 480/09, as amended

Trading of Shares Issued by the Company

1. Justify in detail the purpose and expected economic effects of the operation:

The program for the buyback of shares issued by Telefônica Brasil S.A. ("Company") approved at the meeting of the Board of Directors held today aims to acquire common and preferred shares issued by the Company for subsequent cancellation, sale or hold in treasury, without capital stock reduction, for the purpose of increasing shareholder value through the efficient application of available cash, optimizing the allocation of the Company's capital;

2. Inform the number of shares (e) outstanding and (ii) already held in treasury:

The amount of Company's shares (i) outstanding is 31,606,942 common shares and 415,111,046 preferred shares, excluding the shares held by controlling shareholders, by persons related to them, and by administrators, under Article 8, item I, § 3 of CVM Instruction No. 567, of September 17, 2015 ("ICVM 567"); and (ii) held in treasury is 2,290,164 common shares and 734 preferred shares.

3. Inform the number of shares that may be acquired or disposed of:

To a maximum of 870,530 common shares and 41,510,371 preferred shares, corresponding to less than 10% of the shares of each class outstanding on the date hereof, respectively, considering the 2,290,164 common shares and 734 preferred shares held in treasury.

4. Describe the main characteristics of the derivative instruments that the company were to use, if any:

Not applicable, as the Company will not use derivative instruments in this transaction.

5. Describe, if any, any existing agreements or voting instructions between the company and the counterparty of operations:

Annex I of the Minutes of the 285^th MBD of 12.09.15 Page 1/3

Not applicable, since the operations will be held through the stock exchange, so counterparties are not known to the Company.

6. In the case of transactions carried out in organized securities markets, inform: a. the maximum price (minimum) for which the shares will be acquired (sold); and b. if applicable, the reasons to perform the operation at prices more than 10% (ten percent) higher, in the case of purchase, or more than 10% (ten percent) lower, in the case of sale, than the average price, weighted by volume, within ten (10) trading days prior:

Not applicable, the transactions will be effected on the stock exchange.

7. Inform, if any, the impacts that the trading will have on the composition of the shareholding control or management structure of society:

Not applicable, as the Company does not expect impacts on the controlling composition or on the administrative structure of society.

8. Identify counterparties, if known, and, in the case of related party company, as defined by accounting rules that address this matter, provide the information required by art. 8 of CVM Instruction No. 481, of December 17, 2009:

Not applicable as the counterparties are not known and are also not related parties of the Company.

9. State the allocation of resources earned, if any:

In case of disposal of the shares acquired within the program, the allocation of funds will be decided in due course, when there will be proper communication to the market.

10. State the deadline for the settlement of authorized operations:

Beginning from the date of the Board of Directors' resolution, shall remain in force up to June 8, 2017, and the acquisitions will be made in BM&FBOVESPA at market prices, and it is for the Board to decide the timing and amount of shares to be acquired, either in a single transaction or in a series of operations, and set the parameters for carrying out the purchases, all within legal limits.

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