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OI S.A.

(OIBR4)
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Oi S A : Participation Manual & Management Proposal- Annual ESGM April 30, 2021

04/28/2021 | 08:15pm EDT

ANNUAL AND EXTRAORDINARY GENERAL MEETING

MANUAL FOR PARTICIPATION

AND MANAGEMENT PROPOSAL

APRIL 30, 2021

RIO DE JANEIRO

1

TABLE OF CONTENTS

1 MESSAGE FROM MANAGEMENT

2 INVITATION

3

PROCEDURES, GUIDELINES AND DEADLINES

FOR ATTENDING THE GENERAL MEETING

4 PURPOSE, VISION AND CORE ATTITUDES

5 HIGHLIGHTS

6 MATTERS TO BE RESOLVED

7

CALL NOTICE

8

MANAGEMENT PROPOSAL

  1. Comments from Directors on the Company's financial situation (Item 10 of Reference Form);
  2. Information on Director compensation

(Items 13.1 to 13.16 of the Reference Form);

8.3. Information on nominees to the Board of Directors

and Fiscal Council (Items 12.5 to 12.10 of the Reference Form);

  1. Attachment 13 of CVM Instruction no. 481;
  1. Share-BasedCompensation Plan;

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PG 13

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PG 58

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PG 140

PG 178

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PG 200

2

MESSAGE FROM THE MANAGEMENT

Dear Shareholders,

The Management of Oi S.A. -In Judicial Reorganization ("Oi" or the "Company") hereby invites you to attend the next Company Annual and Extraordinary General Meeting ("AEGM"), to be held on April 30, 2021, at 2 p.m., at the Company's headquarters located at Rua do Lavradio, nº 71, Centro, Rio de Janeiro - RJ.

The AEGM will deliberate the following items:

At the Annual General Meeting: (i) Analysis of management accounts, examine, discuss and vote for approval of the financial statements for the fiscal year ended on December 31, 2020;

  1. Define Allocation of the results of the fiscal year ended December 31, 2020; (iii) Define the amount of overall annual compensation for Company Management and Fiscal Council members; and (iv) Elect the slate indicated by the Company management for the composition of the Board of Directors; (v) Elect members of Fiscal Council and their respective alternates; and At the Extraordinary General Meeting; and

At the Extraordinary General Meeting: (i) Approval of the Long-Term Incentive Plan based on share issued by the Company for the Chief Executive Officer.

2020 brought an extra challenge to the Company which was to manage the Judicial Restructuring ("RJ") and implement several business transformations in the midst of the Coronavirus pandemic. Most employees are working from home and Oi has organized its operations so to provide services without interruption which ensuring maintenance of the level of quality and agility. The Company has adopted all measures to preserve the health of its employees, suppliers and customers, in compliance with the protocols from public health authorities, and additionally, to offer broad and on-going support to our team during the pandemic. The Company has accelerated its automation process and expanded digital service to customers, which, at the end of the year, represented 85% of interactions on service channels such as Minha Oi and Joice.

With regard to the RJ, at the General Creditors' Meeting, Oi approved a proposal for Amendment of the Judicial Reorganization, allowing for greater flexibility on some previously approved measures, such as the possibility of selling some assets and business units as UPIs (Isolated Productive Units), negotiation of terms for pre-payment at a discount of a relevant portion of the outstanding debt and new treatment for the debt with Anatel. These initiatives will help ensure the success of the company's financial restructuring and pave the way for its future sustainability.

Despite the recessive economic scenario, Oi closed the year reaching its operating objectives, in line with the forecast in the Transformation Plan. The rapid expansion of Oi Fibra, which reached the mark of 2.1 million customers in all of Brazil in December, positively

3

impacted the year's results. Oi Fibra is the main pillar of the Transformation Plan, providing solutions for residential, business and corporate applications.

In 2021, Oi will maintain its high level of investments that contribute to the expansion of Oi Fibra, making it one of the most important companies in connectivity and digital services in Brazil, while, at the same time, moving forward in the process of selling the UPIs, implementing the strategy for structural separation of the business model, by creating the country's largest infrastructure company, and initiatives towards simplification and operating efficiency, bringing the Company back on track to long term financial and strategic sustainability.

It is worth mentioning that the Company is executing 15 transformation programs, including the sale of the UPIs, the final InfraCo format, transformation of the remaining company into a "New Oi", systematic cost reduction, process digitalization, shareholder and corporate reorganization, among others.

The Company`s management appreciates the confidence placed in Oi and its Managers, reiterating its intention to continue acting ethically and with integrity and complying with the principles of transparency, equity, accountability and corporate responsibility.

Finally, we would like to emphasize that, in order to make it easier for investors to understand important recent Company developments and stimulate the voting process, we decided to create a single document including the information of the Shareholders Participation Manual, additional explanations on matters to be voted and the Management Proposal.

Sincerely,

RODRIGO MODESTO DE ABREU

ELEAZAR DE CARVALHO FILHO

Chief Executive Officer

Chairman of the Board of Directors

4

INVITATION

ANNUAL AND EXTRAORDINARY GENERAL

MEETING OF OI S.A. in JUDICIAL REORGANIZATION

Information about the Meeting

DATE

TIME

LOCATION

APRIL

30, 2021

2:00 pm

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 30 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 00:14:05 UTC.


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