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OI S.A.

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Oi S A : Minutes EGSM 04/30

04/30/2021 | 09:57pm EDT

Oi S.A. - In Judicial Reorganization

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

Board of Trade (NIRE) No. 33.30029520-8

Publicly Held Company

MINUTES OF THE EXTRAORDINARY GENERAL MEETING

(Drawn up in summary format, in accordance with article 130, paragraph 1, of Law No.

6,404/1976 and with article 19, paragraph 1, of the Bylaws)

  1. Date, time and place: On April 30, 2021, at 4:00 p.m., at the headquarters of Oi S.A - In Judicial Reorganization ("Oi" or the "Company"), located at Rua do Lavradio, No. 71, City Center, in the City and State of Rio de Janeiro.
  2. Agenda : (i) ratification of the appointment and engagement of the specialized company Meden Consultoria Empresarial Ltda. ("Meden"), responsible for preparing (a) the appraisal report, at book value, of Telemar's shareholders' equity, to be incorporated to the Company's shareholders' equity, (b) the valuation report of the shareholders' net equity of the Company and Telemar, at market prices, on the same date and according to the same criteria, for the purposes of article 264 of Law No. 6,404/1976 (the "Brazilian Corporation Law"), (c) the valuation report containing the economic and financial valuations of Telemar and Oi, according to the discounted cash flow method, and (d) the valuation report of the spun-off portion of Brasil Telecom Comunicação Multimídia S.A. ("BTCM"), indirect subsidiary of the Company, to be incorporated into the Company's shareholders' equity (jointly, the
    "Valuation Reports"); (ii) evaluation and deliberation about the valuation reports prepared by Meden, for the purposes of the merger of Telemar by the Company; (iii) evaluation and deliberation about the valuation report prepared by Meden, for the purposes of the transfer of the spun-off portion of BTCM to the Company; (iv) examination, discussion and resolution on the Protocol and Justification of the Merger of Telemar Norte Leste 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 Telemar with and into the Company (the "Merger"); (v) resolution on the Merger proposal, under the terms of the Protocol and Justification of the Merger and pursuant to article 227 of the Brazilian Corporation Law, and the corresponding amendment to the caput of Article 5 of the Company's Bylaws to reflect the issuance of common shares to be held in treasury as a result of the Merger, without changing the amount of its capital stock; (vi) examination, discussion and resolution on the Protocol and Justification of the Partial Spin-off of Brasil Telecom Comunicação Multimídia S.A. with the Transfer of the Spun-Off Portion to Oi S.A. - In Judicial Reorganization, including all its attachments
    ("Protocol and Justification of the Partial Spin-off"), which establishes the terms and conditions of the partial spin-off of BTCM (the "Partial Spin-off") with the transfer of the spun-off portion to the Company (the "Transfer of the Spun-off Portion"); (vii) resolution on the Transfer of the Spun-off Portion of BTCM proposal, in the terms of the Protocol and Justification of the Partial Spin-off and in the form of article 229 of the Brazilian Corporation Law; (viii) amendment to the wording of article 2 of the Company's Bylaws, to further detail certain activities already covered in its current corporate purpose, as a result of the Transfer of the Spun-off Portion and in preparation for the corporate reorganizations involving Oi and its subsidiaries that are necessary to comply with the Judicial Reorganization Plan; and (ix) authorization for the Company's management to practice all acts necessary to effect the Merger and the Transfer of the Spun-off Portion.
  1. Call notice: Second Call notice published in the Rio de Janeiro State Official Gazette (Diário Oficial do Estado do Rio de Janeiro), Part V, in the editions of 04/20/2021, pages
  1. and 86; 04/21/2021, page 34; and 04/22/2021, page 27, and in the Jornal Valor Econômico - National Edition, in the editions of 04/20/2021 and 04/21/2021, page B10; 04/22/2021, page A11; and 04/23/2021, page B13, in accordance with article 124 , caput and paragraph 1, of the Brazilian Corporation Law.

3.1. All documents and information regarding the Agenda were made available to shareholders on 04/20/2021, in accordance with CVM Instruction No. 481/09 ("CVM Instruction 481").

  1. Attendance: Shareholders representing 36.05% of the common shares, 8.50% of the preferred shares, and therefore, 35.32% of the voting and total capital stock of the Company attended the meeting, either at the Company's headquarters or through the exercise of their remote voting right, pursuant to article 121, sole paragraph, of the Brazilian Corporation Law and CVM Instruction 481, as evidenced (i) by the signatures entered in the "Book of Attendance of Shareholders" and (ii) by the valid remote voting ballots, received at the time of the first call through the B3 Central Depository, by the bookkeeping bank or directly by the Company, pursuant to CVM Instruction 481, according to the voting charts disclosed by the Company on 28 and 29 April 2021. Also present were Messrs. Rodrigo Modesto de Abreu, Chief Executive Officer of the Company; Antonio Reinaldo Rabelo Filho, Chief Legal Officer; and Arthur José Lavatori Correa, Corporate, Securities Market and Contracts Legal Officer, as well as Ms. Daniela Maluf Pfeiffer, member of the Fiscal Council, and Mr. Fellipe Franco Rosman, representative of Meden, the company responsible for preparing the Valuation Reports.
  2. Meeting Board: Once the legal quorum was verified, and in accordance with the provisions set forth in article 15 of the Company's Bylaws, the General Meeting was opened by Mr. Eleazar de Carvalho Filho, who acted as chairman of the meeting and appointed Mr. Rafael Padilha Calábria as secretary of the meeting.
  3. Resolutions: Following the waiver of the reading of the consolidated summary chart of the votes cast through remote voting ballots sent at the time of the first call, considering the most recent shareholdings included in the Company's books, which was available for consultation by attending shareholders, pursuant to paragraph 4 of article 21-W and item I in conjunction with the sole paragraph of article 21-X of the CVM Instruction 481, the Secretary clarified that the preferred shares shall bear voting rights on the matters to be resolved in the
    General Meeting, pursuant to paragraph 3 of article 12 of the Company's Bylaws and paragraph 1 of article 111 of the Brazilian Corporation Law. The Secretary also registered that, in accordance with the paragraph 1 of article 19 of the Company's Bylaws, the minutes shall be drawn up in the form of a summary of the facts, including dissents and protests, and shall contain only the transcription of the resolutions taken, observing the conditions indicated in items "a" and "b" of paragraph 1 of article 130 of the Brazilian Corporation Law. The reading of the matters included on the Agenda of this General Meeting and related documents was unanimously waived.

6.1. Regarding item (i) of the Agenda, after discussion, the appointment and engagement of Meden as the specialized company responsible for preparing the Valuation Reports was ratified by majority, pursuant to the Management Proposal, with 1,975,448,653 votes in favor representing more than 99.99% of the valid votes and with 131,481 opposing votes and the abstention by holders of 127,008,896 shares;

  1. Regarding item (ii) of the Agenda, the valuation reports prepared by Meden for the purposes of the Merger, which are (a) the valuation report, at book value, of Telemar's shareholders' equity, to be merged with and into the Company's assets, (b) the valuation report of the shareholders' equity of the Company and Telemar, at market prices, on the same date and according to the same criteria, pursuant to article 264 of the Brazilian Corporation Law, and (c) the valuation report containing the economic and financial valuations of Telemar and the Company, according to the discounted cash flow method, were approved by majority, in accordance with the Management Proposal, with 1,975,459,246 votes in favor representing 99.99% of the valid votes and with 130,943 opposing votes and the abstention by holders of 126,998,841 shares;
  2. Regarding item (iii) of the Agenda, the valuation report of the spun-off portion of BTCM, prepared by Meden, for the purposes of the Transfer of the Spun-off Portion, was approved by majority, in accordance with the Management Proposal, with 1,975,420,192 votes in favor representing 99.99% of the valid votes and with 143,542 opposing votes and the abstention by holders of 127,025,296 shares;
  3. Regarding item (iv) of the Agenda, after discussion, the Protocol and Justification of the Merger, which establishes the terms and conditions of the Merger, a copy of which was initialed by the Secretary and is a part of these minutes, was approved by majority, in accordance with the Management Proposal, with 1,975,390,023 votes in favor representing 99.99% of the valid votes and with 269,151 opposing votes and the abstention by holders of 126,929,856 shares;
  4. Regarding item (v) of the Agenda, after discussion, the proposed Merger and the corresponding amendment to the head of article 5 of the Company's Bylaws to reflect the issuance of new common shares, to be held in Oi's treasury as a result of the Merger, pursuant to article 226, paragraph 1, of the Brazilian Corporation Law, without changing the value of its share capital, were approved in accordance with the Management Proposal, by majority, with 1,975,548,403 votes in favor representing 99.99% of the valid votes and with 131,266 opposing votes and the abstention by holders of 126,909,361 shares. The head of article 5 of the Company's Bylaws shall read as follows:

"Article 5 - The subscribed and fully paid-in capital stock is thirty-two billion, five hundred thirty-eight million, nine hundred thirty-seven thousand, three hundred seventy reais (R$ 32,538,937,370.00), represented by six billion, five hundred and ninety-eight million, two hundred and twenty-four thousand and ninety-one (6,598,224,091) shares, with six billion, four hundred and forty million, four hundred and ninety-six thousand, eight hundred and fifty (6,440,496,850) common shares and one hundred fifty-seven million, seven hundred twenty-seven thousand, two hundred forty-one (157,727,241) preferred shares, all of them registered and with no par value."

Pursuant to the Management Proposal, it is recorded in these minutes that the Merger is subject to the publication in the Official Gazette of the Federal Executive of the act of transfer to Oi of the licenses held by Telemar for the provision of public and private land switched telephone service ("STFC") and multimedia communication service ("SCM"), including the associated radio frequency rights-of-use authorizations. Thus, the Merger will only be effective and implemented on the date on which the publication of such act of license transfer occurs.

  1. Regarding item (vi) of the Agenda, after discussion, the Protocol and Justification of the Partial Spin-off, which lays down the terms and conditions of the Partial Spin-off with the Transfer of the Spun-off Portion, a copy of which was initialed by the Secretary and is a part of these minutes, was approved in accordance with the Management Proposal, by majority, with 1,975,547,487 votes in favor representing 99.99% of the valid votes and with 131,202 opposing votes and the abstention by holders of 126,910,341 shares;
  2. Regarding item (vii) of the Agenda, after discussion, the proposed Transfer of the Spun- off Portion, pursuant to the Protocol and Justification of the Partial Spin-off and to article 229 of the Brazilian Corporation Law, was approved in accordance with the Management Proposal, by majority, with 1,975,481,455 votes in favor representing 99.99% of the valid votes and with 131,229 opposing votes and the abstention by holders of 126,976,346 shares.
  3. Regarding item (viii) of the Agenda, after discussion, the amendment to the wording of article 2 of the Company's Bylaws, in order to further detail certain activities already covered in its current corporate purpose, as a result of the Transfer of the Spun-off Portion and in preparation for the corporate reorganizations involving the Company and its subsidiaries, which are necessary for the fulfillment of the Judicial Reorganization Plan, was approved in accordance with the Management Proposal, by majority, with 1,975,496,712 votes in favor representing 99.99% of the valid votes and with 134,957 opposing votes and the abstention by holders of 126,957,361 shares. As a result of the approval, article 2 of the Bylaws shall have the following wording:

"Article 2 - The object of the Company is to offer telecommunications services, in any of its categories, and to perform all activities required or useful for the delivery of these services, in accordance with concessions, authorizations and permits granted thereto.

Sole Paragraph - In connection with achieving of its object, the Company may include goods and rights of third parties in its assets, as well as:

  1. hold equity interests in the capital of other companies;
  1. organize fully-owned subsidiaries for the performance of activities comprising its object, which are recommended to be decentralized;
  1. perform or procure the importation of goods and services that are necessary for the execution of the activities comprised in its object;
    IV. provide services of maintenance and installation of network infrastructure and lease of physical means, including the placement of equipment, as well as perform activities related to access, storage, presentation, movement, retrieval and transmission of information, including consulting, project development, execution, implementation, marketing, operation, maintenance (technical assistance) and billing of systems related to these activities and other value-added services;
  1. operate in the specialized retail and wholesale trade of telecommunication services and telephony, communication, information technology and computer products, supplies and equipment;
    VI. carry out the rental, maintenance, resale, operation, marketing and distribution of equipment, appliances and accessories, as well as the management, security and monitoring of mobile appliances, always in accordance with the licenses that confer such exploitation rights;
    VII. commercialize, including, but not limited to, dispose of, buy, sell, lend, lease for free, rent, donate goods and/or commodities necessary or useful for the operation of telecommunications services;

VIII. perform research and development activities seeking to develop the telecommunications and technology sector;

IX. enter into contracts and agreements with other telecommunications service companies or any person or entity, seeking to ensure the operation of its services, without prejudicing its activities and responsibilities;

  1. develop, build and operate telecommunications networks and provide value added services, in particular: (i) alternative local access to data, video and voice ancillary services; (ii) internet access; and (iii) distribution of content in various formats, applications and additional services owned or provided by third parties; XI. offer and manage content and connectivity solutions for data access, storage, presentation, movement and retrieval;
    XII. sell, license and assign the use of software;
    XIII. provide online movie rental subscription service, owned by the Company and/or by third parties, via the internet;
    XIV. distribute video on demand content from any available technology;
    XV. provide Electronic Mass Communication Packaging services on a subscription basis;
    XVI. transmit publicity and advertising via the Internet, as well as provide promotion and marketing services;
    XVII. provide billing and collection services against its customers and those of third parties;
    XVIII. provide help-desk and customer support services, related to telecommunications and information technology and security, as well as maintain and manage any and all relationships with the end-user and the user derived from the Company's activities;
    XIX. offer and exploit integrated solutions, manage and provide services related to: (i) data center, including cloud, hosting and colocation; (ii) storage, processing and managing data, information, text, images, videos, applications and information systems and akin; (iii) information technology, (iv) information and communication security; (v) electronic security system, and (vi) internet of things; and
  1. perform other activities related or correlated to the Company's corporate object, including to the activities set forth in this Sole Paragraph."

A copy of the Company's consolidated Bylaws, reflecting the amendments to wording of article 2 and the head of article 5, as approved at this Meeting, was initialed by the Secretary and is a part of these minutes.

6.9. Regarding item (ix) of the Agenda, after discussion, authorization for the Company's management to practice all the acts necessary for the implementation of the Merger and the Transfer of the Spun-off Portion was approved in accordance with the Management Proposal, by majority, with 1,975,500,496 votes in favor representing 99.99% of the valid votes and with 180,062 opposing votes and the abstention by holders of 126,908,472 shares.

7. Opposing votes, vote statements and abstentions: opposing votes, vote statements and abstentions submitted to the Meeting Board were registered and shall remain filed in the Company's records.

Closing: With nothing further to discuss, the meeting was adjourned for the drawing up of these minutes. Once read, the minutes were approved by the shareholders representing the required quorum for approval of the above resolutions. Signed by: Meeting Board: Eleazar de Carvalho Filho - Chairman of the Meeting; Rafael Padilha Calábria - Secretary of the Meeting; Attending Shareholders: ROGERIO LUCHIARI; DIEGO PENADES BARRETO;

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 30 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 May 2021 01:56:04 UTC.


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