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OI S.A.

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Oi S A : EGM 01/27- Management Proposal

01/05/2022 EDT

EXTRAORDINARY GENERAL MEETING

MANUAL FOR PARTICIPATION AND MANAGEMENT PROPOSAL

JANUARY 27, 2022

RIO DE JANEIRO

1

TABLE OF CONTENTS

1

2

3

4

5

6

MESSAGE FROM MANAGEMENT

PG 03

INVITATION

PG 05

PROCEDURES, GUIDELINES, DEADLINES

PG 06

FOR ATTENDING THE GENERAL MEETING AND POWER ATTORNEY

MATTERS TO BE RESOLVED

PG 12

CALL NOTICE

PG 17

ANNEXES

PG 21

ANNEX I - Draft of Declararation to ANATEL

PG 21

ANNEX II - Information about appraisers

II.a Annex 21 of CVM Instruction No. 481/09

PG 22

II.b Business Proposal

PG 25

ANNEX III - Protocol and Justification for the Merger;

PG 32

ANNEX IV - Oi Móvel S.A. - In Judicial Reorganization Valuation Report PG 37

of the Accounting Shareholders' Equity; and

ANNEX V - Information about the Merger

V.a Annex 20-A of CVM Instruction No. 481/09

PG 50

V.b Copy of the minutes of the Board of Directors' meeting

PG 59

V.c Copy of the minutes of the fiscal council meeting

PG 63

2

MESSAGE FROM THE MANAGEMENT

DEAR SHAREHOLDERS,

The management of Oi S.A. - In Judicial Reorganization ("Oi" or "Company") calls the Shareholders to attend in the Company's next Extraordinary Shareholders' Meeting ("Meeting"), to be held on January 27, 2022, at 11:00 am, at the Company's headquarters, located at Rua do Lavradio, No. 71, Centro, in the City of Rio de Janeiro, RJ, which will deliberate on: (1) Consideration and resolution on the issuance, by the Company, of a statement required by Anatel for the purpose of the merger of OI Móvel S.A. - In Judicial Reorganization ("Oi Móvel"), by the Company, as provided for in the Judicial Reorganization Plan; (2) ratification of the appointment and contracting of the specialized company Meden Consuloria Empresarial LTDA. ("MEDEN"), as responsible for the preparation of the valuation report, at book value, of Oi Móvel's shareholders' equity, to be incorporated to the Company's shareholders' equity (the "Valuation Report"); (3) evaluation and resolution about the Valuation Report prepared by Meden, for the purposes of the merger of Oi Móvel by the Company; (4) examination, discussion and resolution on the Protocol and Justification of the Merger of Oi Móvel S.A. - In Judicial Reorganization with and into Oi S.A. - In Judicial Reorganization, including all its attachments ("Protocol and Justification of the Merger"), which establishes the terms and conditions of the merger of Oi Móvel with and into the Company (the "Merger"); (5) the Merger proposal, pursuant to the Protocol and Justification of the Merger and pursuant to article 227 of the Law No. 6,404 (the "Brazilian Corporation Law"); and (6) authorization for the Company's management to practice all acts necessary to effect the Merger.

The merger is one of the stages of the corporate and equity restructuring process of the Oi Group companies, provided for in the Amendment to the Judicial Reorganization Plan, approved by the creditors at a meeting held in September 2020. The objective is to ensure the optimization of the operations of the companies under reorganization, allowing for a better rationalization of administrative, economic and fiscal costs.

We emphasize that as of 2022, as a result of the company's transformation process, we will have a new Oi, a lighter and more agile company, focused on offering fiber connectivity services, but that go far beyond that. We want to be a reference in providing digital experiences, with access to content and services such as streaming, connected home, financial services, the marketplace, among others, transforming our brand into a reference for consumption platform in the country. In the corporate segment, through Oi Soluções, we already offer innovative projects in IT, information security, network management, etc. In all these cases, fiber is at the heart of our operations. It should also be noted that, as part of its strategic direction and new focus of action, Oi evolved to the model of structural separation of its infrastructure, creating V.tal neutral network

3

company that sells capacity and services to all market players of telecommunications. At V.tal, Oi now has a new partner, maintaining a relevant shareholding.

The Company's management appreciates the trust placed in Oi and its Managers, reaffirming its purpose of continuing to act in a manner that complies with the highest principles of governance and sustainability, with transparency, fairness, accountability, corporate responsibility and integrity in everything what we do.

Finally, we would like to emphasize that, in order to favor investors' understanding of important recent developments in the Company and in order to encourage the voting process, we chose to build a single document containing information from the Shareholder Participation Manual, additional explanations on the matters to be voted on and the Management Proposal.

Cordially,

RODRIGO MODESTO DE ABREU

ELEAZAR DE CARVALHO FILHO

Chief Executive Officer

Chairman of the Board of Directors

4

INVITATION

EXTRAORDINARY GENERAL

MEETING OF OI S.A. - IN JUDICIAL REORGANIZATION

Information about the Meeting

DATE

TIME

LOCATION

JANUARY

27, 2022

11:00

AM

Rua do Lavradio,

71, Centro

Rio de Janeiro - RJ

CEP 20230-070

How to get there

Click on the map

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Oi SA em Recuperação Judicial published this content on 05 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 January 2022 18:27:02 UTC.


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