Oi S A : Material Fact - Blow out of the restructuring term sheet presented to creditors

Oi S.A. - In Judicial Reorganization

CNPJ/ME No. 76.535.764/0001-43

NIRE 33.3.0029520-8

Publicly-Held Company

MATERIAL FACT

Update on the Judicial Reorganization Plan

Oi S.A. - In Judicial Reorganization ("Oi" or "Company"), in accordance with Paragraph 4 of Article 157 of Law No. 6.404/1976 ("Brazilian Corporation Law") and the provisions of CVM Resolution No. 44/21, and further to the Material Facts disclosed on February 2 and 3, 2023, March 2 and 16, 2023, May 20, 2023 and February 6, 2024 and the Notices to the Market of September 13, 2023, November 14, 2023, December 5 and 11, 2023, hereby informs its shareholders and the market in general that in connection with the negotiations regarding its judicial restructuring plan (the "RJ Plan") to be voted in a General Meeting of Creditors in the context of the judicial reorganization (recuperação judicial) proceeding nº 0809863-36.2023.8.19.0001("RJ Proceeding") commenced by the Company and its subsidiaries Portugal Telecom International Finance B.V. - In Judicial Recovery and Oi Brasil Holdings Coöperatief U.A. - In Judicial Recovery ("Oi Group" or "Debtors") before the 7th Business Court of the Capital of the State of Rio de Janeiro ("RJ Court"), the Company has entered into confidentiality agreements ("Confidentiality Agreements") with (i) certain holders of 10%/12% Senior PIK Toggle Notes due in 2025 ("Prepetition Notes") issued by Oi, on July 27, 2018, and guaranteed, jointly and severally, by Telemar Norte Leste S.A. - Em Recuperação Judicial, Oi Móvel S.A. - Em Recuperação Judicial, Oi Brasil Holdings Coöperatief U.A.

• Em Recuperação Judicial and Portugal Telecom International Finance B.V. - Em Recuperação Judicial; (ii) certain holders of credits against the Company, deriving from Export Credit Agencies (such holders, the "ECAs" and such credits, the "ECAs Credits") and (iii) certain holders of 14.00% Senior Secured Superpriority Post-Petition Notes due
  2024 (the "DIP Notes" and, together with the Prepetition Notes, the "Notes", and its holders, the "Noteholders"); as well as with their respective legal and financial advisors ("Representatives"), for the purpose of sharing certain non-public material information ("Confidential Information") for the purpose of discussions and negotiations involving a potential restructuring of certain debts of Oi and its subsidiaries ("Financial Restructuring").

Upon the execution of the Confidentiality Agreements, and after the General Meeting of Creditors that was installed on March 5, 2024 and adjourned until March 25, 2024, the Company's representatives and their legal and financial advisors held meetings with the Noteholders, ECAs and their Representatives to further discussions regarding the Financial Restructuring.

In the context of such discussions, the Company presented to such creditors the most updated terms and conditions (the "Materials") regarding the proposal for the RJ Plan and the Financial Restructuring that remain under negotiations between the Company and its creditors. The Materials are attached as an Exhibit to this notice of material fact.

No definitive agreement has been reached at this point regarding the Plan, and, therefore, the parties intend to continue discussions about the Financial Restructuring aiming to reach a satisfactory solution to all parties in interest to the RJ Proceeding.

All information contained in the Materials is accurate on the date of delivery to the respective interested parties, has not been updated since the date of delivery and shall not be used for any purpose. The information included in this Material Fact and the Materials made available are being made public to comply with the Company's disclosure obligations provided for in the Confidentiality Agreements.

The documents required by the Brazilian Corporation Law and the CVM rules applicable to the matter covered by this Material Fact, including the New version of the Judicial Reorganization Plan, are available to the Company's shareholders on the Company's websites (www.oi.com.br/ri) and (www.recjud.com.br). A copy of this material is also available on the CVM's Empresas.NET System (www.cvm.gov.br), in addition to the B3 S.A. - Brasil, Bolsa, Balcão website (www.b3.com.br).

The Company will keep its shareholders and the market informed about the development of the matter related to this Material Fact.

Rio de Janeiro, March 13, 2024.

Oi S.A. - In Judicial Reorganization

Cristiane Barretto Sales

Chief Financial and Investor Relations Officer

Note Regarding Forward-Looking Statements:

This Material Fact contains forward-looking statements. Statements that are not historical facts, including statements of Oi's beliefs and expectations, business strategies, future synergies, cost savings, future costs and future liquidity, are considered forward-looking statements. The words "will", "shall", "would", "should", "anticipates", "intends", "believes", "estimates", "expects", "anticipates", "plans", "targets", "purpose", "projects", "forecasts" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. There is no guarantee that the expected events, tendencies or expected results will actually occur. Such statements reflect the current view of Oi's management and are subject to various risks and uncertainties. These statements are based on several assumptions and factors, including general economic and market conditions, industry conditions, corporate approvals, operating factors and other factors. Any changes in such assumptions or factors could cause material differences between the actual results and current expectations. All forward-looking statements attributable to the Company or its affiliates, or people acting on their behalf, are expressly qualified in their entirety by the cautionary notices set forth in this paragraph. Undue reliance should not be placed on these statements. Forward-looking statements only speak as of the date on which they were made. Except as otherwise required by the Brazilian securities legislation and the rules and regulations of the CVM, or applicable regulatory authorities of other countries, the Company and its affiliates do not have any intention or obligation to update or publicly announce the results of any revisions to any of its forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting forward-looking statements. However, it is advisable to consult other disclosures made by the Company on matters related to reports and communications filed by the Company within the CVM.

COMMERCIAL TERM-SHEET PROPOSED BY OI ON MARCH 9, 2024 (CONT'D)