OI S.A. - IN JUDICIAL REORGANIZATION

Federal Taxpayers' Registry (CNPJ/ME) No. 76.535.764/0001-43

Board of Trade (NIRE) No. 33.30029520-8

PUBLICLY-HELD COMPANY

EXCERPT OF THE ITEMS 3 AND 4 OF THE MINUTES OF THE MEETING OF THE FISCAL COUNCIL

HELD ON MARCH 27TH, 2024.

As secretary of the meeting of the Fiscal Council of Oi S.A. - In Judicial Reorganization ("Company"), held on March 27th, 2024, at 08:00 a.m., by videoconference, I hereby CERTIFY, pursuant to article 42, paragraph 3, of the Company´s Bylaws, that the items (3) "Merger of the wholy-owned subsidiaries Pointer Networks S.A. and Oi Serviços Financeiros S.A. by the Company" and (4) "Reverse split of Oi shares" of the agenda of the meeting , reads as follows:

"Turning to item (3) of the Agenda Mr. Andre Tavares Paradizi presented the proposal for Merger of Oi Serviços Financeiros S.A. ("Oi Serviços Financeiros") and Pointer Networks S.A. ("Pointer, and when mentioned in conjunction with Oi Serviços Financeiros, "Merged Companies"), wholly-owned subsidiaries of the Oi S.A - In Judicial Reorganization (the "Company") with and into the Company in order to reduce the complexity and operational and managerial costs of Oi Companies, through a corporate simplification plan allowing the Company to achieve a more efficient and suitable structure to their transformation process. As a result of the Mergers, the Merged Companies will be extinguished and the Coampny will succeed them in all their rights and obligations. Mr. Andre also explained that the Mergers proposed will not result in an increase or reduction in Oi's share capital or dilution to shareholders, considering that all of the shares issued by the Merged Companies are held by Oi and that the Company already has the consolidated record of the Merged Companies in its net equity, by equity equivalence. For this reason, the Merger of the net assets of Oi Serviços Financeiros and Pointer (negative of R$ 2,429,051.01 and negative of R$ 6,106,076.92, respectively), according to the appraisal reports of the Companies, at book value, will not result in a change in Oi's net equity, nor will it produce any effect on Oi's share capital or Bylaws. Afterwards, the costs related to the Incorporation of the Company into Oi were mentioned. Then, the members of the Fiscal Council, in the exercise of the duties conferred on them by item III, of article 163 of the Brazilian Corporate Law and, within the limits of their competence, then examined , the proposed Mergers of Oi Serviços Financeiros and Pointer by the Company, under the terms of the related documents, notably (a) the Protocols and Justification of the Mergers of the Merged Companies by the Company, including all their annexes ("Protocols and Justification"); and (b) the appraisal reports, at book value, of the net assets of Oi Serviços Financeiros and Pointer prepared by Meden Consultoria Empresarial Ltda. on the data base of December 31, 2023 ("Appraisal Reports"), and, after clarifying the issues raised, they gave a unanimously favorable opinion to the proposed Merger of the Oi Serviços Financeiros and Pointer by the Company, in accordance with the Protocols and Justification and the Appraisal Reports, in form of art. 226, §1 of the Brazilian Corporate Law."

"Turning to item (4) of the Agenda, Mr. Luis Plaster recalled that the Company had received, on September 27, 2023, an official letter from B3 - Brasil Bolsa Balcão ("B3") instructing the Company to take, by March 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 April 30, 2024, as disclosed to the market on March 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 December 02nd, 2022. Subsequently, and in view of B3's determination, he presented a proposal for the reverse split of all ordinary and preferred shares issued by the Company, in the proportion 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"), explaining the rationale for the proposed ratio, which was extensively discussed beforehand with the members of the People, Nominations and Corporate Governance Committee ("CGNG"). Mr. Luis Plaster also clarified that the American Depositary Shares ("ADSs") parity of the ADSs with the local shares be adjusted in order to maintain the total number of ADSs. As consequence, each common share shall now represent twenty (20) ON ADSs (1:20), while one preferred share shall be equal to one hundred (100) PN ADSs (1:100). After extensively discussing the Reverse Split proposal with the Company's representatives, considering (i) that the 10:1 ratio is the same as approved at the Extraordinary General Meeting on 01.12.2022 and received a substantial majority vote of the shareholders present at that time; (ii) that the 10:1 ratio is more appropriate compared to lower ratios as it allows for a new price reference closer to the quotation of other listed companies of similar size to the Company; (iii) that the 10:1 ratio, when compared to lower ratios, aims to allow for a greater reduction in share price volatility; (iv) the history of share price quotations, lower ratios than the proposed ratio could lead to the need for a new reverse split in the short term, so the 10:1 ratio reduces these risks; (v) that historical announcements of share consolidations have historically 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) that the 10:1 ratio seems to be the most appropriate given the current context of the Company, establishing a price for OIBR3 and OIBR4 shares of Oi in line with B3's recommendation; the members of the Fiscal Council expressed, by majority, their favorable opinion on the Reverse Split proposal, in accordance with the supporting material presented and considering CGNG's recommendation of 19.03.2024 after a series of interactions between its members and the Company's representatives regarding the impacts of different reverse split ratios. They also expressed their favorable opinion on taking the necessary measures to submit the matter to the Company's Annual and Extraordinary General Meeting, to be held on April 29, 2024, on first call. The dissenting vote of Mrs. Cristiane do Amaral Mendonça, who advocated for a reverse split ratio of 5:1 or 4:1, is recorded."

Present all the members of the Fiscal Council and signed by the following members: Mr. Alvaro Bandeira (Chairman of the Board), Mr. Pedro Wagner Pereira Coelho, Mrs. Daniela Maluf Pfeiffer, Mrs. Cristiane do Amaral Mendonça and Daniella Geszikter Ventura, as Secretary.

Rio de Janeiro, March 27th, 2024.

Daniella Geszikter Ventura Secretary of the Meeting

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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.