Oi S A : Protocol and Justification of Merger, Merger or Spin-off

PROTOCOL AND JUSTIFICATION OF THE MERGER OF BRT CARD SERVIÇOS FINANCEIROS LTDA. WITH AND INTO OI S.A. - IN JUDICIAL REORGANIZATION

BRT CARD SERVIÇOS FINANCEIROS LTDA., limited liability company, with headquarters in the city Santana de Parnaíba, state of São Paulo, Calçada Antares, 249 - room 23, Centro de Apoio II, Alphaville, taxpayer identification (CNPJ/ME) number 10.213.810/0001-80 and with its corporate documents filed with the Commercial Registry of the State of São Paulo ("JUCESP") under NIRE number 35.2.2251710-6, herein represented pursuant to its Bylaws ("BrT Card"); and

OI S.A. - IN JUDICIAL REORGANIZATION, a publicly-held company, with headquarters in the city and state of Rio de Janeiro, at Rua do Lavradio, 71, 2nd floor, Centro, CEP 20.230-070, taxpayer identification (CNPJ/ME) number 76.535.764/0001-43 and with its corporate documents filed with the Commercial Registry of the State of Rio de Janeiro ("JUCERJA") under NIRE number 33.3.0029520-8, herein represented pursuant to its Bylaws (hereinafter referred to individually as "Oi" and, jointly and indistinctly with BrT Card, the "Parties"),

WHEREAS:

1. BrT Card is a limited liability company and whole owned subsidiary of Oi, wich, in turn, is a publicly-held company, with no defined control;
2. BrT Card's corporate purpose is to provide services related to the management, control and assistance for the development and sale of financial products and services, as well as participation in the capital stock of other companies, as a shareholder, in consortiums or another entities;
3. Oi's corporate purpose is the exploration of telecommunication services and activities required or useful for the execution of such services, in accordance with the concessions, authorizations and permissions granted to it, among other activities contained in its bylaws;
4. Oi's assets comprise its direct investment in BrT Card, consisting of 500,000 shares, each with a par value of BRL 1.00, representing 100% of BrT Card's capital stock;
5. Oi continues to implement the restructuring process set forth in its Judicial
   Reorganization Plan ("PRJ"), as amended, focusing on (i) the execution of the core, aiming to increase revenues through the expansion of fiber optic services, the development of new revenues in verticals such as health, education and finance, and in the corporate market offering innovative IT solutions through Oi Soluções; as well as (ii) in the rationalization of financial and operational resources of the Oi Companies, with reduction of costs related to business management and obtaining a more efficient structure, including through corporate reorganizations (such as the merger proposed herein) to simplify its corporate structure direct and indirect subsidiaries; and
6. the PRJ authorized corporate reorganization aiming, specially, to obtain a more efficient and adequate structure for the implementation of the proposals set forth in the PRJ and the continuity of the activities of the Oi Companies;

The Parties resolve, in compliance with the provisions of articles 224, 225 and 227 of Law No. 6,404/76 (the "Brazilian Corporate Law"), to enter into this Protocol and Justification for the Merger of BrT Card with and into Oi (the "Protocol and Justification"), aiming to regulate the

terms and conditions applicable to the merger of BrT Card with and into Oi:

CLAUSE ONE - PROPOSED TRANSACTION AND JUSTIFICATION

1. Proposed Transaction. The transaction consists of the merger of BrT Card by Oi, with the transfer of the entirety of BrT Card's assets to Oi, which shall succeed the former universally, in all its assets, rights and obligations, so that BrT Card shall be terminated, pursuant to articles 1,116, 1,117 and 1,118 of the Brazilian Civil Code ("Merger").
2. Justification for the Merger. The maintenance of a different administrative structure may lead to an increase in operating costs, while implying the loss of relevant synergies in the conduct of the business of Oi Companies. The merger of the wholly-owned subsidiary is being proposed in order to reduce operating costs and optimize the administrative and financial organization, as well as the exchange of information between Oi Companies, allowing them to achieve a more efficient and adequate structure to their transformation process.
3. BrT Card account balances. The balances of BrT Card's creditor and debtor accounts shall be transferred to the corresponding accounts in Oi's accounting books, with the necessary adjustments. Thus, BrT Card's assets and liabilities, shall be transferred to Oi's equity, and BrT Card shall be terminated.

CLAUSE TWO - CRITERIA FOR THE APPRAISAL OF THE NET EQUITY OF BRT CARD

1. Appraisal of the Net Equity of BrT Card. BrT Card's net equity was appraised based on its book value, according to the analytical interim balance sheet prepared on the base date of July 31, 2022 ("Base Date"), as well as on the analytical opening of the most relevant equity items, among other documents. In compliance with the provisions of articles 226 and 227 of the Brazilian Corporate Law, the specialized company Meden Consultoria Empresarial Ltda., with headquarters at Rua Primeiro de Março, No. 23, pavement 2, in the city and state of Rio de Janeiro, taxpayer identification (CNPJ/ME) number 27.936.447/0001-23 ("Meden") was selected to evaluate the net equity of BrT Card, which shall be merged into Oi. The selection and engagement of Meden shall be ratified and approved by Oi, as the sole partner of BrT Card, and by Oi's shareholders, at its Extraordinary General Meeting. As provided in the appraisal report included in Annex I ("Equity Report"), the book value of BrT Card's net equity, on the Base Date, is BRL 493,976.57 (Four hundred and ninety-three thousand, nine hundred and seventy-six Brazilian reais and fifty-seven cents).
2. Meden's Autonomy. Meden declared that it has no, direct or indirect, interest in the companies involved in the Merger, nor in the Merger itself, that could impair or affect the preparation of the Equity Report, for the purposes of the Merger.
3. Treatment of Equity Variations. The equity variations occurred in BrT Card between the Base Date and the effective date of the Merger shall be appropriated in Oi's accumulated profits or loss account.

CLAUSE THREE - MERGER EFFECTS

3.1. Oi's Capital Increase.The Merger will not result in any increase or decrease in Oi's net equity, given that all shares issued by BrT Card are held by Oi and that Oi already has the consolidated record of BrT Card in its net equity, by equity equivalence., The Merger will not result in any change in Oi's net equity, as BrT Card's successor, nor will it have any effect on the Oi's capital stock or Bylaws.

1. Replacement Ratio. There shall be no replacement ratio of shares, capital increase or issuance of new shares by Oi, the provisions of article 264 of the Brazilian Corporate Law do not apply.
2. Treatment of Shares of a Company and Held by the Other. Upon the approval of the Merger proposal and the consequent termination of BrT Card, the totality of shares issued by BrT Card held by Oi shall be extinguished.

CLAUSE FOUR - APPROVAL BY BRT CARD PARTNERS' MEETING AND BY OI EXTRAORDINARY GENERAL MEETING.

4.1. Corporate Approvals. Upon the opinion of the Fiscal Council and the approval by the Board of Directors of Oi, the proposal for the Merger shall be submitted to the Extraordinary General Meeting of Oi, accompanied by the opinion of Oi's Fiscal Council. The Merger shall also be submitted to the approval of the BrT Card Partners' Meeting.

CLAUSE FIVE - MISCELLANEOUS

1. Right of Withdrawal. Given that Oi shall be the sole partner of BrT Card and the acquiring company, there shall be no exercise of withdrawal rights as a result of the Merger.
2. Termination of BrT Card. Upon implementation of the Merger, BrT Card shall be terminated and all its assets, rights, obligations and responsibilities shall be merged into Oi, which shall succeed BrT Card.
3. Authorization to the Parties Management. Once the Merger is approved by BrT Card's Partners' Meeting and by Oi's Extraordinary General Meeting, the Parties managers shall be authorized to perform any and all acts necessary for implementation and formalization of the Merger, including the transfer of BrT Card's equity, assets and liabilities to Oi.
4. Survival of Valid Clauses. In case any clause, provision, term or condition of this Protocol and Justification is found to be invalid, the other clauses, provisions, terms and conditions not affected by such invalidation will remain valid.
5. Jurisdiction. The Courts of the Central Judiciary District of the Capital of the State of Rio de Janeiro are hereby elected to settle all matters arising from this Protocol and justification, waiving any other, however privileged it may be or may come to be.
6. Signatures. The Parties acknowledge that this Protocol and Justification may be electronically signed by the Parties and witnesses, strictly producing the same legal effects as the physically signed copy, pursuant to Law No. 13.874/2019 and Decree No. 10.278/2020, and agree not to contest its validity, content, authenticity and integrity. The Parties also agree that this document may be signed in handwritten form, by electronic means, or both forms without distinction, even if through an electronic signature platform not accredited by the Brazilian Public Key Infrastructure (ICP-Brasil) and without digital signature certificate, pursuant to art. 10, § 2, of Provisional Measure No. 2200-2/2001.

In witness whereof, the parties hereto have electronically executed this Protocol and Justification, together with two witnesses identified below.

Rio de Janeiro, October 17, 2022.

BRT CARD SERVIÇOS FINANCEIROS LTDA.

OI S.A. - IN JUDICIAL REORGANIZATION

Witnesses:

Annex I

Equity Report of the Net Equity of BRT CARD SERVIÇOS FINANCEIROS LTDA.