Oi S.A. - In Judicial Reorganization

CNPJ/ME 76.535.764/0001-43

NIRE 33.30029520-8 PUBLICLY HELD COMPANY

EXCERPT OF ITEMS 11 (IV) AND 11 (V) OF THE MINUTES OF THE 379th BOARD

OF DIRECTORS MEETING HELD ON MARCH 27th, 2024

As Secretary of the Board of Directors Meeting of Oi S.A.- In Judicial Reorganization ("Company") held on March 27th, 2024, at 9:30 a.m., by videoconference, I CERTIFY, pursuant to article 29, paragraph 1 of the Company's bylaws, that items 11 (iv) "Reverse split of shares" and 11 (v) "Merger of the wholy-owned subsidiaries Pointer Networks S.A. and Oi Serviços Financeiros S.A. by the Company", of the Agenda of the minutes of the aforementioned meeting are worded as follows:

As per subitem (iv), Mr. Luis Carlos Plaster recalled that the Company had received, on 09.27.2023, an official letter from B3 - Brasil Bolsa, Balcão S.A. ("B3") instructing the Company to take, by 03.27.2024, the necessary measures to bring the quotation of the Company's shares to a value equal to or greater than R$ 1.00; that a request was submitted to B3 seeking an extension of the originally granted deadline, which was only partially granted, so that the compliance measures are to be taken by 04.30.2024, as disclosed to the market on 03.13.2024 through a Material Fact. Mr. Luis Carlos Plaster also recalled the history of the Company's reverse split of shares approved by the shareholders on 02.12.2022. Thereafter, and in view of B3's determination, a proposal was presented to reverse split all ordinary and preferred shares issued by the Company, in the ratio of 10:1, so that each lot of 10 shares of each type would be consolidated into a single share of the same type ("Reverse Split"), clarifying the rationale for the proposed factor, which was extensively discussed beforehand with the members of the People, Nominations and Corporative Governance Committee ('CGNG'). Mr. Luis Plaster also informed that the parities of the American Depositary Shares ('ADSs') with the local shares would be adjusted to maintain the total number of ADSs. Consequently, each ordinary share will now represent 20 ON ADSs (1:20), while each preferred share will be equivalent to 100 PN ADSs (1:100). After extensive discussion of the Reverse Split of Shares proposal with the Company's representatives, considering (i) that the 10:1 reverse split factor is the same as approved at the Extraordinary General Meeting held on 12.01.2022 and obtained the favorable vote of the substantial majority of the shareholders present on that occasion; (ii) that the 10:1 reverse split factor is more suitable when compared to lower factors because it allows for a new price reference, closer to the quotation of other listed companies of the same size as the Company; (iii) that the 10:1 reverse split factor, when compared to lower factors, aims to allow for a greater reduction in the volatility of the share price; (iv) the history of share price quotation, lower factors than the proposed factor could lead to the need for new reverse splits in the short term, so the 10:1 factor reduces these risks; (v) historically, reverse split of shares announcements have caused significant pressure on share prices, so it is in the Company's interest to mitigate the risk of further reverse splits in the short term; and (vi) the 10:1 reverse split factor seems to be the most appropriate given the current context of the Company, establishing a price for Oi's OIBR3 and OIBR4 shares in line with B3's recommendation; the majority of the members of the Board of Directors approved the Reverse Split of shares proposal, based on the supporting material presented and considering CGNG's recommendation of 03.19.2024 after a series of interactions between its members and the Company's representatives on the impacts of the different reverse split factors. It was also authorized to adopt all the necessary measures to submit the topic to the Company's Annual and Extraordinary General Meeting, which will be held, on first call,

on 04.29.2024, as well as the disclosure, on this date, of a Material Fact with the necessary information about the Reverse Split now approved. A dissenting vote from Mr. Raphael Manhães Martins, who was not present in the debates, is recorded in the attached terms.

"As for subitem (v), Mr. André Tavares Paradizi presented the proposal for the mergers, by the Company, of Oi Serviços Financeiros S.A. ('Oi Serviços Financeiros') and Pointer Networks S.A. ('Pointer', and when taken together with Oi Serviços Financeiros, 'Merged Companies'), both wholly-owned subsidiaries of the Company, with the aim of reducing the complexity and operational and managerial costs of the Oi Companies, through a corporate simplification plan aimed at obtaining a more efficient and suitable structure for the Company and its subsidiaries' transformation process. Because of the mergers, Oi Serviços Financeiros and Pointer will be extinguished, and the Company will succeed them in all their rights and obligations. The net assets of Oi Serviços Financeiros and Pointer are, respectively, (i) R$ 2,429,051.01 (negative) and (ii) R$ 6,106,076.92 (negative), according to appraisal reports, at book value, prepared by Meden Consultoria Empresarial Ltda. ('Meden') considering the base date of 12.31.2023. Mr. André also clarified that the mentioned mergers will not result in any modification of Oi's net equity - since all the shares issued by the companies are held by Oi and the net assets of the Merged Companies are already fully reflected in Oi's net equity (due to the application of the equity equivalence method) - nor will they produce any effect on the share capital. After clarifications provided by the Company's representatives and, furthermore, it being recorded that the Fiscal Council opined favorably on the Mergers, the Board of Directors, unanimously (i) ratified the appointment and hiring of Meden as responsible for preparing the appraisal reports, at book value, of the net equities of Oi Serviços Financeiros and Pointer, to be merged into the Company's equity (the 'Appraisal Reports'); (ii) approved the Appraisal Reports prepared by Meden, for the purposes of the mergers; (iii) approved the Protocols and Justification of the mergers, including their annexes ('Protocols and Justification of the Mergers'), which establish the terms and conditions of the mergers; (iv) authorized the Company's Officers to adopt the necessary measures to implement the mergers; and (v) approved the convening of the Company's Annual and Extraordinary General Meeting to be held exclusively digitally on 04.29.2024, to deliberate on the mergers and other related documents."

All of the members of the Board of Directors were present at the meeting, which was undersigned by Mr. Eleazar de Carvalho Filho (Chairman), Mr. Marcos Grodetzky, Mr. Paulino do Rego Barros Jr., Mr. Henrique José Fernandes Luz, Ms. Claudia Quintella Woods, Mr. Armando Lins Netto, Mr. Mateus Affonso Bandeira, Mr. Rodrigo Modesto de Abreu and Mr. Raphael Manhães Martins. Also were present at the meeting Mr. Luis Claudio Santana Santoro and Mr. Carlos Buzogany Jr, representing Anatel.

Rio de Janeiro, March 27th, 2024.

Daniella Geszikter Ventura

Secretary of the Meeting

At the request of Oi S.A. - In Judicial Reorganization ("Company"), I ratify the following excerpt from part of the document entitled: STATEMENT PRESENTED BY THE MEMBER OF THE BOARD OF DIRECTORS OF OI S/A - IN JUDICIAL REORGANIZATION AT THE MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 27, 2024, referring to item 11 (iv) "Proposal of Reverse split of shares" of the Agenda of the minutes of the Board of Directors Meeting, held on March 27, 2024, at 9:30, by videoconference:

"(a) the proposal for the reverse split, which, in the undersigned's understanding, should consider the limit set in the resolution of the Extraordinary General Meeting held on December 1, 2022 ("EGM"), which rejected the 50-to-1 reverse split, so that, at this moment, a reverse split of 3 (301) or 4 (40) to 1 would be justifiable and would comply with B3's requirement;"

Raphael Manhães Martins

1 Considering, logically, the 10-to-1 reverse split already resolved through the aforementioned EGM.

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Oi SA em Recuperação Judicial published this content on 28 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2024 02:47:04 UTC.