Oi S A : AEGM (Apr 29, 2024) - Notice of Non-Commencement of AEGM

Oi S.A. - In Judicial Reorganization

Corporate Taxpayer's Registry (CNPJ/ME) No. 76.535.764/0001-43

Board of Trade (NIRE) No. 33.30029520-8

PUBLICLY-HELD COMPANY

NOTICE OF NON-COMMENCEMENT OF THE

ANNUAL AND EXTRAORDINARY GENERAL MEETING CONVENED FOR

APRIL 29, 2024.

1. Date, time and place: On April 29, 2024, at 03 p.m., to be held exclusively digitally, pursuant to article 5, paragraph 2, item I, and article 28, paragraphs 2 and 3, of CVM Resolution No. 81, of March 29, 2022 ("CVM Resolution 81"), through the digital platform Ten Meetings ("Digital Platform"), which shall be considered held at the head office of Oi S.A. - In Judicial Reorganization ("Oi" or the "Company").
2. Agenda: At the Annual General Meeting: (1) Analysis of management accounts, examine, discuss and vote on the financial statements for the fiscal year ended on decemeber 31, 2023; (2) Discuss the allocation of net income for the fiscal year ended on December 31, 2023; (3) Define the amount of overall annual compensation for Company management for the 2024 fiscal year; (4) Elect members of Fiscal Council and their respective alternates; and
   (5) Define the compensation for the Fiscal Council members for the 2024 fiscal year. At the Extraordinary General Meeting: (6) Approval of the proposal of reverse split of all common and preferred shares issued by the Company, both in the proportion of 10 shares of each type to 1 share of the same type ("Reverse Split"); (7) Approval of the amendment to Article 5 of the Company's Bylaws to reflect the Reverse Split; (8) Ratification of the appointment and engagement of the specialized company Meden Consultoria Empresarial Ltda. ("Meden") as the company responsible for preparing the appraisal reports, at book value, of the net equity of Oi Serviços Financeiros S.A. ("Oi Serviços Financeiros") and of Pointer Networks S.A. ("Pointer" and, whenever jointly with Oi Serviços Financeiros, all companies 100% controlled, directly or indirectly, by the Company, named "Merged Companies"), to be merged with and into the Company's shareholders' equity (jointly, the "Appraisal Reports");
   (9) Approval of the Appraisal Reports prepared by Meden, for purposes of merging the Merged Companies with and into the Company; (10) Approval of the Protocols and
   Justification for the Merger of Oi Serviços Financeiros ("Oi Serviços Financeiros Protocol") and of Pointer ("Pointer Protocol") with and into the Company, including all attachments (jointly, "Protocols and Justification of Merger"), which establishes the terms and conditions of the merger of the Merged Companies; (11) Approval of the proposed mergers of Oi Serviços Financeiros and Pointer with and into the Company, pursuant to the provisions of the Oi Serviços Financeiros Protocol ("Oi Serviços Financeiros Merger") and of the Pointer Protocol ("Pointer Merger" and, whenever jointly with Oi Serviços Financeiros Merger, "Mergers"); and (12) Authorization for the Company's management to practice all acts necessary to effect all the deliberations herein taken.
3. Call Notice: The call notice was published in the newspaper Valor Econômico - National Edition, in the editions dated March 28, 2024, page B10; March 29, 30 and 31, 2024, and April 01, 2024 page C7; and April 02, 2024, page C3, as well as on its website, pursuant to the caption and Paragraph 1 of Article 124 of Law No. 6,404/76. All documents and information related to the Agenda were made available to the shareholders on March 28, 2024, in accordance with CVM Resolution 81.
4. Presiding Board: Eleazar de Carvalho Filho - Chairman; Rafael Padilha Calábria - Secretary.

1. Attendance: Shareholders representing 7.45% of the common shares, 18.73% of the preferred shares, and therefore, 7.74% of the Company's total capital stock were present, as verified (i) by the registrations made in the Digital Platform and (ii) by the valid distance voting bulletins received through the Central Depository of B3, by the bookkeeping bank or directly by the Company, pursuant to CVM Resolution 81, as per voting maps disclosed by the Company on April 25 and April 26, 2024, not meeting the required quorum to install the Annual and Extraordinary General Meeting ("AEGM") on first call.
2. Notice of Non- Commencement of the Annual and Extraordinary General Meeting: The AEGM called for this date was not installed due to the failure to reach the minimum legal quorums required on first call, pursuant to articles 125, caput and 135, caput both of the Brazilian Corporation Law. The Company's management will, in due time, publish a second call for the AEGM, in which the AEGM will be installed with the presence of any number of shareholders, pursuant to articles 124, §1, item II, and 125, both of the Brazilian Corporation Law.
3. Closure: There being no further business to address, the present Term of Non Commencement was recorded and signed by the Presiding Board. Signatures: Presiding Board: Eleazar de Carvalho Filho - Chairman; Rafael Padilha Calabria - Secretary of the Presiding Board.

Rio de Janeiro, April 29, 2024.