OI S.A. - In Judicial Reorganization (OIBRQ) 6-KOI20210420_6K1

Exhibit 99.2

This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese, and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.

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Oi S.A. - In Judicial Reorganization

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

Board of Trade (NIRE) No. 3330029520-8

Publicly-Held Company

Management Proposal ("Proposal") to be submitted to the approval of the Extraordinary General Meeting to be held, on second call, on April 30, 2021, at 4:00 p.m., at the registered office of Oi S.A. - In Judicial reorganization ("Oi" or the "Company"), pursuant to Instruction No. 481 of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários, or "CVM") of December 17, 2009, as amended ("CVM Instruction No. 481/09").

Messrs. Shareholders,

The Company's management hereby presents to its shareholders its proposal on the subject matters included in the Agenda for the Extraordinary General Meeting to be held, on second call, on April 30, 2021 ("EGM"), at 4:00 p.m., at the Company's registered office, as per the Call Notice presented in Annex I to this Proposal, as follows:

The management of Oi proposes the ratification of the appointment and engagement, by the Company, of the specialized company Meden Consultoria Empresarial Ltda., a limited liability company with registered office at Rua Primeiro de Março, nº 23, pavimento 2, Centro, Rio de Janeiro, RJ, Postal Code [CEP] 20010-904, taxpayer identification (CNPJ/ME) number 27.936.447/0001-23, to prepare the Appraisal Reports.

Information regarding the appraisers, as required by Annex 21 to CVM Instruction No. 481/09, is available in Annex II to this Proposal.

Management proposes the approval, for the purposes of the merger of Telemar by the Company, of (i) the appraisal report, at book value, of Telemar's shareholders' equity, to be merged with and into the Company's shareholders’ equity, based on Telemar's financial statements on the base date December 31, 2020; (ii) the appraisal report on the shareholders' equity of the Company and Telemar, at market prices, according to the same criteria and on the base date December 31, 2020, solely for purposes of article 264 of the Brazilian Corporation Law, and (iii) the appraisal report containing the economic-financial valuations of Telemar and Oi, according to the discounted cash flow method (all three together, the "Merger Appraisal Reports"), which constitute Annexes III, IV and V to this Proposal, respectively.

Management proposes the approval of the appraisal report of the spun-off portion of BTCM, for the purposes of its merger into the Company's shareholders’ equity. The report was prepared based on BTCM's financial statements on the base date December 31, 2020 ("Partial Spin-off Appraisal Report"), as per Annex VI to this Proposal.

The Company's management proposes the approval of the Protocol and Justification of the Merger, as well as its annexes and relevant documents, which reflect the terms and conditions of the Merger, in accordance with Annex VII.

The Company's management submits the Merger proposal to the approval of its shareholders, pursuant to the terms and conditions of the Protocol and Justification of the Merger and the Merger Appraisal Reports.

The Merger is one of the corporate reorganizations contemplated in the JRP with a view to optimizing the operations and increasing the results of the Companies under Reorganization and Oi's other direct and indirect subsidiaries, as well as obtaining a more efficient and appropriate structure for the implementation of the proposals set forth in the JRP and the continuity of the activities of the Oi Companies. As a result of the Merger, Telemar will cease to exist and Oi will succeed it, on a universal basis, to all of its assets, rights and obligations.

Management clarifies that the Merger will not result in an increase in Oi's shareholders' equity, as all of the shares of Telemar are held by Oi, which already has the consolidated record of Telemar, by equity accounting, in its consolidated financial statements. Accordingly, Oi's capital stock will not be altered as a result of the Merger.

Upon the merger, one hundred and ninety-two million, one hundred and fifty-three thousand, five hundred and forty-four (192,153,544) registered common shares and two hundred and seven million, seven thousand and one hundred and twenty-seven (207,007,127) registered Class “A” preferred shares issued by Telemar shall be extinguished and thirty million, five hundred and ninety-five thousand, six hundred and sixteen (30,595,616) registered Class “A” preferred shares issued by Telemar shall be replaced by six hundred and forty-four million, nineteen thousand and ninety (644,019,090) common shares issued by Oi, to be held in treasury, as set forth in article 226, paragraph 1, of the Brazilian Corporation Law and having observed the limit set forth in CVM Instruction No. 567/2015 ("Shares Issued in the Merger"). All of Oi's currently outstanding shares will preserve the same rights and advantages.

Under the terms of Art. 226, paragraph 1, of the Brazilian Corporation Law, all of the Shares Issued in the Merger will replace the thirty million, five hundred and ninety-five thousand, six hundred and sixteen (30,595,616) shares of Telemar that, on this date, are pledged in favor of Pharol, SGPS S.A. (“Pharol”), as guarantee of compliance with the obligation assumed by Oi upon the contribution of assets by Pharol to Oi's capital, in the context of the strategic alliance between them in 2014. This counter-guarantee, given as a pledge of shares, is intended to hold Pharol harmless in relation to tax contingencies classified as remote risk in Portugal. Accordingly, pursuant to the Merger, all of the Shares Issued in the Merger will be pledged as security in discharge of Oi's obligations to Pharol, by replacing the shares of Telemar that are pledged on this date.

It should be noted that the Merger is conditioned upon 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 the public and private STFC and of the SCM, including the associated radio frequency rights-of-use authorizations. Thus, in the event that the aforementioned act of transfer of licenses has been published up to the time of the Meeting, the approval of the Merger at the Meeting will produce immediate effects. Otherwise, if the publication has not yet occurred, the Merger will only be effective and implemented on the date on which the publication occurs.

The main terms and conditions of the Merger, as required by article 20-A of CVM Instruction No. 481/09, are described in the Annex VIII to this Proposal.

As a result of the Merger, the management submits to the approval of Oi's shareholders a proposal to amend the head of Article 5 of the Company's Bylaws, pursuant to Annexes IX and X to this Proposal, containing, respectively, the origin and justification of the corporate amendment and the version compared to the current wording of the Bylaws. The recommended amendment is intended to reflect the issuance of common shares to be held in treasury resulting from the Merger, without altering the amount of Oi's capital stock.

Annexes IX and X also reflect the recommended resolution for item (8) of the Agenda.

The Company's management proposes the approval of the Protocol and Justification of the Partial Spin-off, as well as its attachments and pertinent documents, which reflect the terms and conditions of the Partial Spin-off, pursuant to Annex XI.

The management of Oi proposes to its shareholders the approval of the Transfer of the Spun-off Portion, pursuant to the terms and conditions of the Protocol and Justification of the Spin-off and the Partial Spin-off Appraisal Report.

The Partial Spin-off and the Transfer of the Spun-Off Portion represent one of the corporate reorganization transactions necessary for the formation of the InfraCo UPI, as provided in the JRP, with the segregation and removal from BTCM's holdings of elements that are not related to the scope of activity of such UPI and the transfer of such elements to Oi. The formation of InfraCo UPI will help the Company obtain on the market the funds necessary to preserve the Companies in Judicial Reorganization and to finance their investments, based on a more flexible and efficient capital structure, in order to accelerate the expansion of the fiber optic networks of the Oi Companies and enable them to serve a greater number of customers from all segments throughout Brazil.

The Partial Spin-off and the Transfer of the Spun-Off Portion will not affect the value of the capital stock of Oi and BTCM or the number of shares into which they are divided, and there will be no dilution of interests held by the Oi shareholders.

The Partial Spin-off and the Transfer of the Spun-off Portion shall be approved without joint liability, so that Oi shall be responsible solely for any debts, obligations or liabilities relating to the Spun-off Portion transferred to it as a result of the Partial Spin-Off, regardless of their nature, whether present, contingent, past or future, and Oi shall not assume any liability, individually or jointly, for any debts, obligations or liabilities of BTCM, of whatever nature, whether present, contingent, past or future, that have not been transferred to Oi as a result of the Partial Spin-off and the Transfer of the Spun-off Portion at issue, as permitted by the sole paragraph of article 233 of the Brazilian Corporation Law.

The main terms and conditions of the Partial Spin-Off and the Transfer of the Spin-off Portion, as required by article 20-A of CVM Instruction No. 481/09, are described in the Annex XII to this Proposal.

Oi's management hereby submits to its shareholders a proposal for approval of the amendment to the wording of Article 2 of the Company's Bylaws, in the form of Annexes IX and X of this Proposal, with a view to further detailing 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 Oi Companies, which are necessary to comply with the JRP.

It is stressed that Annexes IX and X also reflect the recommendation for item (5) of the Agenda.

The Company's management proposes that the managers be authorized to perform all acts necessary for the implementation of the matters on the Agenda, particularly the measures related to the transfer of the assets of Telemar and the spun-off portion of BTCM to Oi, as well as those resulting from the termination of Telemar.

Finally, the management clarifies to the shareholders that, pursuant to article 21-X, item I in conjunction with the sole paragraph, of CVM Instruction No. 481/09, voting instructions regarding the items of the Agenda that have been received through remote voting ballots sent by the shareholders at the time of the first call of the EGM will be treated normally on the second call.

Rio de Janeiro, April 20, 2021.

Board of Directors

Oi S.A. - In Judicial Reorganization

INDEX

ANNEX I

CALL NOTICE

Oi S.A. – In Judicial Reorganization

Federal Taxpayers’ (CNPJ/ME) No. 76.535.764/0001-43

Board of Trade (NIRE) No. 33 3 0029520-8

Publicly-held Company

SECOND CALL NOTICE

EXTRAORDINARY SHAREHOLDERS’ MEETING

Considering that the minimum quorum for opening the Extraordinary Shareholders' Meeting called for April 19, 2021, at 3 p.m., with respect to items (2) to (10) of the Agenda, as set forth in article 135 of Law No. 6,404/76, was not reached, the Board of Directors of Oi S.A. – In Judicial Reorganization (“Company” or “Oi”) invites the Shareholders, on second call, to attend the Extraordinary Shareholders’ Meeting (the “EGM”) to be held on April 30, 2021, at 4 p.m., at the Company’s headquarters’ located at Rua do Lavradio No. 71, Centro, in the City of Rio de Janeiro, RJ, to deliberate on the following items:

GENERAL INSTRUCTIONS

1.    The documentation and information relating to matters that are going to be deliberated at the EGM are available at the Company’s headquarters, in the Management's Proposal and in the Shareholders’ Participation Manual, available on the Company’s Investors Relations page (www.oi.com.br/ri), as well as on the website of the Brazilian Securities Commission (“CVM”) (www.cvm.gov.br) pursuant to CVM Instruction No. 481/09, and at B3 S.A. - Brasil, Bolsa, Balcão (“B3”) (http://www.b3.com.br/), with the purpose of examination by the Shareholders.

2.    The holders of preferred shares shall have the right to vote on all matters subject to deliberation and included in the Agenda of the EGM called herein, pursuant to paragraph 3 of article 12 of the Company’s Bylaws and paragraph 1 of article 111 of Law No. 6,404, enacted on December 15, 1976, as amended from time to time (the “Brazilian Corporation Law”), and shall always vote jointly with the common shares.

On site Participation

3. Considering the COVID-19 (Coronavirus) pandemic, Oi will have limited staff and will adopt strict sanitary measures, both to preserve the health of the participants and to mitigate the risks of transmission. Such measures will include, among others, holding the EGM in a large auditorium, adopting social distancing protocols and supplying disposable masks and hand sanitizers.

4. In order to expedite the registration process and increase the safety of all the participants, Shareholders who will attend the EGM, either in person or by proxy, are asked to send the following documents to the Company’s headquarters, at Rua Humberto de Campos No. 425, 5th Floor, Leblon, in the City and State of Rio de Janeiro, from 9:00 a.m. to 12:00 p.m. or from 2:00 p.m. to 6:00 p.m., until April 28, 2021, to the attention of the Corporate and M&A Management, or to send scanned copies of such documents in pdf format to the Company’s email address, invest@oi.net.br, until 6:00 p.m. on the same date: (i) in the case of an entity, copies of the Articles of Incorporation, Bylaws or Articles of Association, minutes of the election of the Board of Directors (if any) and minutes of the election of the Board of Executive Officers, which reflects the election of the legal representative(s) who will be present at the EGM; (ii) in the case of an individual, copies of the Shareholder’s identification document and the Individual Taxpayer Registration Number (CPF) and (iii) in the case of an investment fund, copies of the fund’s organizational document (Regulamento) and the Bylaws or Articles of Incorporation of the Fund’s manager, as well as the minutes reflecting the election of the legal representative(s) who will be present at the EGM. In addition to the documents mentioned in items (i), (ii) and (iii) above, in the event that a Shareholder is represented by a proxy, such Shareholder must also provide the respective power-of-attorney with special powers and copies of the proxy’s identification document and Individual Taxpayer Registration Number (CPF).

5. The Shareholders participating in the Fungible Custody of Registered Shares of the Stock Exchange who wish to attend the EGM must submit a statement, issued by the relevant body, demonstrating their ownership interest, up to two (2) business days prior to the EGM.

6. On an exceptional basis, Oi will not require compliance with formalities for signature certification, authenticated copies, apostille, and sworn translation of the abovementioned documentation.

Distance Voting

7. Pursuant to item I in conjunction with the sole paragraph of article 21-X of CVM Instruction No. 481/09, voting instructions received through the remote voting ballots (the “Remote Voting Ballot”) sent by the Shareholders at the time of the first call of the Meeting will be treated normally.

Remote Monitoring of the EGM

8. The Company will provide remote access to the EGM for Shareholders who wish to monitor the EGM remotely. However, it will not be possible to receive any manifestations nor exercise voting rights through the remote follow-up system.

9. The Shareholders who wish to participate remotely in the EGM must request such access until 4 p.m., Brasília time, on April 29, 2021, via email to invest@oi.net.br, with the following subject line: “EGM – remote access”, stating the full name and Individual Taxpayer Registration Number (CPF) of the individual who will participate remotely in the EGM (the Shareholder, proxy or legal representative). In order for the request to be granted, the email must also include the documents set forth in the Shareholders’ Participation Manual for the EGM, disclosed on this date, in PDF format.

10. The Company will confirm receipt of the abovementioned documents and will send instructions for remote participation via email to those Shareholders who have submitted their requests within the timeframe and in compliance with the conditions set forth above.

11. Remote monitoring the EGM is intended exclusively for Oi Shareholders or their legal representatives. The access provided by the Company will not be transferable and shall not be given, forwarded or disclosed to any third party, regardless of whether such party is a Shareholder. Shareholders or their legal representatives who receive access are not allowed to record or reproduce, in whole or in part, the content or any information transmitted during the EGM.

12. The Shareholders who participate remotely in the EGM will not be counted as present at the EGM unless they have exercised their vote via the Remote Voting Ballot at the time of the first call of the Meeting.

Rio de Janeiro, April 20, 2021

Eleazar de Carvalho Filho

Chairman of the Board of Directors

ANNEX III

Information on Appraisers

ANNEX II

(INFORMATION ON APPRAISERS)

A. Annex 21 to CVM Instruction No. 481

1. 1. List the appraisers recommended by the management

Meden Consultoria Empresarial Ltda., formerly known as Valore Consultoria Empresarial Ltda., a limited-liability company with headquarters at Rua Primeiro de Março, No. 23, pavimento 2, Centro, Rio de Janeiro, RJ, CEP 20010-904, enrolled with the Corporate Taxpayers’ Registry (CNPJ/ME) under No. 27.936.447/0001-23 (“Meden”), was hired to assess:

2.       Describe the qualification of the recommended appraisers

Meden is a limited-liability company organized since June 2017, acting in the market since its organization, which is focused on the preparation of economic reports, appraisal reports of shareholders’ net equity at book and market value, management of fixed assets, valuation of personal and real property, evaluation of intangibles, and other related services.

Valore Consultoria e Avaliações Ltda. is also part of the Meden group, with a focus on the preparation of appraisal reports of shareholders’ net equity at book value.

3.       Provide copy of work and compensation proposals of the recommended appraisers

A copy of the work and compensation proposals of the appraisers was made available to the Company’s shareholders, through IPE System, and can be verified at the websites of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários, or CVM) (www.cvm.gov.br), of B3 S.A. – Brasil, Bolsa, Balcão (“B3”) (www.b3.com.br) and the Company.

4.       Describe any relevant relationship in the last 3 (three) years between the recommended appraisers and related parties to the company, as defined by the accounting rules applicable to this subject.

Over the past 3 years, Meden has prepared a review report on the economic useful lives of Oi Companies' movable assets and two reports to meet the demands arising from the Company's judicial reorganization, as well as an Appraisal Report, at book value, of the net assets forming BTCM’s spun-off portion, which was incorporated by Oi Móvel S.A. - In Judicial Reorganization (“Oi Móvel”) in January 2021.

Furthermore, the Meden group entities have also prepared the following appraisal reports, within the scope of the Oi Companies restructuring process provided for in the Judicial Reorganization Plan of the Company and its subsidiaries under judicial reorganization:

ANNEX II

INFORMATION ON APPRAISERS

B. Commercial Proposals

ANNEX III

(MERGER APPRAISAL REPORTS)

Appraisal Report of Telemar's Shareholders' Equity

ANNEX IV

(MERGER APPRAISAL REPORTS)

Appraisal Report of Telemar’s and the Company's

shareholders' equity, at market prices

ANNEX V

(MERGER APPRAISAL REPORTS)

Appraisal Report containing the economic-financial valuations of Telemar and Oi, according

to the discounted cash flow method

ANNEX VII

(PARTIAL SPIN-OFF APPRAISAL REPORT)

Appraisal Report of the spun-off portion of BTCM

ANNEX VII

(PROTOCOL AND JUSTIFICATION OF THE MERGER)

PROTOCOL AND JUSTIFICATION OF THE MERGER OF TELEMAR NORTE LESTE S.A. – IN JUDICIAL REORGANIZATION WITH AND INTO OI S.A. – IN JUDICIAL REORGANIZATION

TELEMAR NORTE LESTE S.A. - IN JUDICIAL REORGANIZATION, a closely-held company with head office in the city and state of Rio de Janeiro, at Rua do Lavradio, No. 71, 2º floor - Centro, Postal Code (CEP) 20230-070, taxpayer identification (CNPJ/ME) number 33.000.118/0001-79, with its corporate documents filed with the Commercial Registry of the State of Rio de Janeiro ("JUCERJA") under NIRE 33300152580, herein represented under its By-laws ("Telemar"); and

OI S.A. – IN JUDICIAL REORGANIZATION, a publicly-held company with head office in the city and state of Rio de Janeiro, at Rua do Lavradio, No. 71, 2º floor - Centro, in the City and State of Rio de Janeiro, Postal Code (CEP) 20230-070, taxpayer identification (CNPJ/ME) number 76.535.764/0001-43, with its corporate documents filed with JUCERJA under NIRE 33.3.0029520-8, herein represented under its By-laws (referred to individually as "Oi" or the “Company” and, jointly and indistinctly with Telemar, as the "Parties"),

WHEREAS:

(ii)            Both Oi and Telemar are engaged in the exploitation of telecommunications services and all activities necessary or useful for the execution of such services, in accordance with the concessions, authorizations and permits granted to it, and may also, in the pursuit of such object: (a) incorporate third party’s assets and rights into its assets; (b) participate in the capital of other companies; (c) set up wholly-owned subsidiaries for the execution of activities included in its object and which are recommended to be decentralized; (d) promote the import of goods and services necessary for the performance of activities included in its object; (e) provide technical assistance services to telecommunications companies, carrying out activities of common interest; (f) carry out studies and researches activities aimed at the development of the telecommunications sector; (g) enter into contracts and agreements with other companies that exploit telecommunications services or any persons or entities, with a view to ensure the operation of the services, without prejudice to its duties and responsibilities; and (h) carry out other activities similar or related to its object;

(iii)          the Parties are undergoing a judicial reorganization process, together with other companies directly or indirectly controlled by Oi (all, jointly, the "Companies in Judicial Reorganization"), and their Consolidated Judicial Reorganization Plan was approved by the General Creditors Meeting on December 20, 2017 and confirmed by the 7^th Corporate Court of the Capital District of the State of Rio de Janeiro (“Judicial Reorganization – RJ Court”) on January 8, 2018, according to the decision published on February 5, 2018 (the “Original Judicial Reorganization Plan” or the "Original JRP");

(iv)          the Original Judicial Reorganization Plan was later amended by a resolution approved by the General Creditors Meeting on September 8, 2020, which addition was confirmed by the Judicial Reorganization - RJ Court on October 5, 2020, pursuant to the decision published on October 8, 2020 (Original JR Plan, as amended, "JR Plan");

(v)            the JRP established the adoption of a series of measures by the Companies in Judicial Reorganization with a view to overcome its momentary economic and financial crisis, among which are the implementation of corporate reorganization operations aimed at optimizing the operations and increasing the results of the Companies in Judicial Reorganization and other direct and indirect subsidiaries of Oi (all, together with the Companies in Judicial Reorganization, the "Oi Companies"), as well as obtaining a more efficient and adequate structure to implement the proposals provided in the JRP and the continuity of the activities of Oi Companies;

(vi)          the merger of Telemar with and into Oi is expressly mentioned in Annex 7.1 of the JRP as one of the corporate reorganization operations that may be carried out by the Companies in Judicial Reorganization and will contribute to achieve the goals mentioned in the previous item; and

(vii)         the unification of the operations of the Parties, through the consolidation of the activities developed, will bring considerable administrative and economic benefits, with reduction of costs and generation of synergy gains for greater efficiency in the offer of services, contributing to the achievement by the Oi Companies of the objectives mentioned in item (v).

The Parties resolve, in compliance with the provisions of articles 224, 225 and 227 of Law No. 6,404/76 (the "Brazilian Corporations Law"), to enter into this Protocol and Justification of the Merger of Telemar Norte Leste S.A. - In Judicial Reorganization into and with Oi S.A. - In Judicial Reorganization (the "Protocol and Justification"), aiming to regulate the terms and conditions applicable to the merger of Telemar into and with Oi:

CLAUSE ONE - PROPOSED TRANSACTION AND JUSTIFICATION

1.1. Proposed Transaction. The transaction consists of the merger of Telemar by Oi, with the transfer of all shareholders’ equity of Telemar to Oi, which shall succeed the former universally, in all its assets, rights and obligations, so that Telemar will be terminated, pursuant to articles 227 et seq. of the Brazilian Corporation Law (“Merger”).

1.2. Justification of the Merger. The purpose of the Merger is to consolidate the activities conducted by the Parties in a single company, which will bring considerable administrative and economic benefits, with rationalization of costs and gains in synergy, for greater efficiency in the offer of services, contributing to the achievement by the Oi Companies of the goals mentioned in JRP.

1.3. Telemar’s account balances. The balances of Telemar's creditor and debtor accounts shall be transferred to the corresponding accounts in Oi's accounting books, with the necessary adjustments. Thus, Telemar's assets and liabilities shall be transferred to Oi's equity, and Telemar shall be terminated.

CLAUSE TWO - CRITERIA FOR THE APPRAISAL OF THE SHAREHOLDERS’ EQUITY OF TELEMAR

2.1. Appraisal of the shareholders’ equity of Telemar. Telemar's shareholders' equity was appraised based on its book value, according to the analytical interim balance sheet of the Parties prepared on the base date of December 31, 2020 ("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 Corporation Law, the specialized company Valore Consultoria e Avaliações Ltda. ("Meden") was selected to undertake the appraisal of the net equity of Telemar, which shall be absorbed by Oi. The selection and engagement of Meden shall be ratified and approved by Oi, as the sole shareholder of Telemar, and by Oi's shareholders, at the respective General Shareholders Meeting. As provided in the appraisal report included in Exhibit 2.1 (the "Appraisal Report"), the book value of Telemar shareholders' equity, on the Base Date, is R$ 7,156,689,966.41 (seven billion, one hundred and fifty-six million, six hundred and eighty-nine thousand, nine hundred and sixty-six reais and forty-one cents).

2.2.        Relation of replacement between Telemar Shares and Oi Shares that will be held in treasury. At the time of the Merger, 192,153,544 (one hundred and ninety-two million, one hundred and fifty-three thousand, five hundred and forty-four) registered common shares and 207,007,127 (two hundred and seven million, seven thousand, one hundred and twenty-seven) Class “A” preferred shares issued by Telemar will be extinguished and 30,595,616 (thirty million, five hundred and ninety-five thousand, six hundred and sixteen) remaining Class “A” preferred shares issued by Telemar will be replaced by 644,019,090 (six hundred and forty-four million, nineteen thousand and ninety) common shares issued by Oi, to be held in treasury, as provided for in article 226, paragraph 1, of the Brazilian Corporation Law and observing the limit of 10% (ten per percent) of the Oi’s outstanding common shares provided for in CVM Instruction No. 567/2015. The aforementioned replacement ratio was determined based on the economic and financial valuations of Telemar and Oi, based on the discounted cash flow method, on the Base Date, object of an appraisal report prepared by Meden, according to Annex 2.2 (“Economic Valuation Report”).

2.3.       Valuation of Shareholders' Equity at Market Prices. Bearing in mind that Oi’s shares will be issued as a result of the Merger, which will be fully held in treasury, for the purposes of art. 264 of the Corporate Law, Meden was hired to prepare the appraisal report of the net assets of Telemar and Oi at market prices. The valuations of the net assets at market prices were prepared according to the same criteria and on the Base Date (“Valuation Report at Market Prices”), according to Annex 2.3, resulting in, exclusively for the purposes of article 264 of the Brazilian Corporation Law, the replacement ratio of 14.420175 (fourteen integers and four hundred and twenty thousand, one hundred and seventy-five millionths) shares of Oi for each Telemar’s share that is not extinguished, which is less advantageous than the proposed replacement ratio for the Merger, according to item 2.2 above.

2.4.       The Parties acknowledge and agree that the studies and evaluations prepared by Meden were hired by the management of the Parties to support the proposed replacement ratio and provide sufficient and complete information for Oi's shareholders, given that Oi holds 100% (one hundred per percent) of Telemar's shares.

2.5. Treatment of Equity Variations. The equity variations occurring in Telemar as from the Base Date shall be appropriated in Oi in the accumulated profits or loss account.

CLAUSE THREE - SHARES ISSUED BY ONE COMPANY AND HELD BY ANOTHER AND TREASURY SHARES

3.1. Treatment of Shares issued by one Company and held by the Other. Upon the approval of the Merger and the consequent termination of Telemar, 192,153,544 (one hundred and ninety-two million, one hundred and fifty-three thousand, five hundred and forty-four) registered common shares and 207,007,127 (two hundred and seven million, seven thousand, one hundred and twenty-seven) Class “A” preferred shares issued by Telemar will be extinguished and 30,595,616 (thirty million, five hundred and ninety-five thousand, six hundred and sixteen) Class “A” preferred shares issued by Telemar will be replaced by 644,019,090 (six hundred and forty-four million, nineteen thousand and ninety) common shares issued by Oi, to be held in treasury, as provided for in article 226, paragraph 1, of the Brazilian Corporation Law. There are no shares issued by Oi held by Telemar.

3.2.       Telemar Shares given as Guarantee. The Parties acknowledge and agree that the 30,595,616 (thirty million, five hundred and ninety-five thousand, six hundred and sixteen) Class “A” preferred registered shares issued by Telemar representing 7.12% (seven integers and twelve hundredths percent) of the Telemar's share capital, which will be replaced by shares issued by Oi in the Merger, correspond to shares that, on this date, are committed in favor of Pharol, SGPS S.A. (“Pharol”), in guarantee of the fulfillment of the obligation assumed by Oi when the assets were transferred by Pharol to Oi's share capital, in 2014, in the context of the strategic alliance between the companies, whereby Oi was committed to maintaining Pharol free from any loss arising from tax or anti-competitive obligations related to such assets, and must therefore replace certain legal guarantees relating to Pharol's lawsuits with the Portuguese tax authorities (“Telemar Shares given as Guarantee”). Accordingly, 644,019,090 (six hundred and forty-four million, nineteen thousand and ninety) shares issued by Oi that will be issued in the Merger to replace the Telemar Shares pledged as Guarantee will, as a result of the Merger, be pledged as collateral in compliance with the obligations of Oi that on this date are guaranteed by the Telemar Shares given in Guarantee. The Company clarifies that, if the aforementioned guarantees that will be constituted on Oi shares issued in the Merger are to be excused in the future, such shares must be sold and the proceeds of the sale must be used to pay the creditors guaranteed by such shares.

3.3. Treatment of Treasury Shares. Telemar does not have any treasury shares. As a result of the Merger, 644,019,090 (six hundred and forty-four million, nineteen thousand and ninety) Oi’s common shares will be issued, which will be held in treasury, subject to the limit established in CVM Instruction nº 567/2015.

CLAUSE FOUR – ALTERATION IN SHARE CAPITAL AND NUMBER OF SHARES ISSUED BY OI

4.1. Telemar's Net Equity. The book value of the net equity of Telemar, on the Base Date, to be incorporated by Oi is R$ 7,156,689,966.41 (seven billion, one hundred and fifty-six million, six hundred and eighty-nine thousand, nine hundred and sixty-six reais and forty-one cents).

4.2.       Alteration of Oi's Capital Stock. Considering that all shares issued by Telemar are held by Oi and that Oi already has the consolidated record of Telemar in its consolidated financial statements, by equity equivalence, the Merger will not result in any change in Oi's net equity, as the merging company, nor will it have any effect on its capital stock.

4.3.        Number, Type and Class of Shares to be Allocated. At the time of the Merger, 192,153,544 (one hundred and ninety-two million, one hundred and fifty-three thousand, five hundred and forty-four) registered common shares and 207,007,127 (two hundred and seven million, seven thousand, one hundred and twenty-seven) Class “A” preferred shares issued by Telemar will be extinguished, while the 30,595,616 (thirty million, five hundred and ninety-five thousand, six hundred and sixteen) Class “A” preferred shares issued by Telemar will be replaced by 644,019,090 (six hundred and forty-four million, nineteen thousand and ninety) common shares issued by Oi, to be held in treasury, as provided for in article 226, paragraph 1, of the Brazilian Corporation Law and in line with the replacement ratio determined in the Economic Valuation Report, indicated in Clause 2.2 of this Protocol and Justification. Given that the totality of the issued shares will be held in treasury, there will be no immediate dilution for Oi's current shareholders as a result of the Merger.

CLAUSE FIVE - DRAFT AMENDMENT OF OI’S BYLAWS

5.1.       Oi’s Bylaws. As a result of the Merger, Oi's Bylaws should be amended to reflect the change in the number of shares into which the share capital is divided, pursuant to Clause 4.3 of this Protocol and Justification. Thus, once the Merger has been approved, the following proposal to amend the caput of Article 5 of the Bylaws should be considered by Oi's shareholders:

Article 5 - The subscribed share capital, fully paid up, is R$ 32,538,937,370.00 (thirty-two billion, five hundred and thirty-eight million, nine hundred and thirty-seven thousand, three hundred and seventy reais), represented by 6,598,224,091 (six billion, five hundred and ninety-eight million, two hundred and twenty-four thousand and ninety-one) shares, of which 6,440,496,850 (six billion, four hundred and forty million, four hundred and ninety-six thousand, eight hundred and fifty) are common shares and 157,727,241 (one hundred and fifty-seven million, seven hundred and twenty-seven thousand, two hundred and forty-one) are preferred shares, all nominative and without par value.

CLAUSE SIX - APPROVAL BY THE GENERAL MEETINGS OF SHAREHOLDERS OF TELEMAR AND OI

6.1. General Meetings. Extraordinary General Meetings of Shareholders of Telemar and Oi shall be held for approval of the Merger, which shall resolve on the Merger.

CLAUSE SEVEN - MISCELLANEOUS

7.1. Right of Withdrawal. Pursuant to the provisions of article 137 of the Brazilian Corporation Law, the right of withdrawal is ensured to shareholders of the merged company that dissent from the resolution approving the Merger. Given that Telemar’s sole shareholder is Oi, which is the merging company, there shall be no exercise of the withdrawal right as a result of the Merger.

7.2. Termination of Telemar. Upon implementation of the Merger, Telemar will be terminated and all its assets, rights, properties, obligations and responsibilities shall be merged into Oi, which shall succeed Telemar.

7.3. Authorization to the Parties’ Management. Once the Merger is approved by the General Shareholders Meetings of the Parties, the Parties’ managers shall be authorized to perform any and all acts necessary for implementation and formalization of the Merger, including the transfer of Telemar’s equity, whether assets or liabilities, to Oi.

7.4. Survival of Valid Articles. If 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 shall remain valid.

7.5. 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.

In witness whereof, the parties execute this Protocol and Justification in four (4) counterparts of equal content and form and for one only purpose, together with two witnesses identified below.

Rio de Janeiro, March 28, 2021.

TELEMAR NORTE LESTES.A. – IN JUDICIAL REORGANIZATION

OI S.A. – IN JUDICIAL REORGANIZATION

Witnesses:

ANNEX VIII

(INFORMATION ON THE MERGER)

ANNEX VIII

INFORMATION ON THE MERGER

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

1.       Protocol and justification of the operation, under articles 224 and 225 of Law no. 6,404, of 1976

The Protocol and Justification of the Merger of Telemar Norte Leste S.A. – In Judicial Reorganization (“Telemar” or the “Merged Company”) with and into Oi S.A. – In Judicial Reorganization (“Oi” or the “Company” and, together with Telemar, the “Parties”) is available in Annex VII to this Proposal and also available on the Company's website (www.oi.com.br/ri) and in CVM’s Sistema Empresas.NET (www.cvm.gov.br), in addition to the website of B3 S.A. - Brasil, Bolsa, Balcão (www.b3.com.br).

2. Other agreements, contracts and pre-contracts governing the exercise of the voting right or the transfer of the shares of companies subsisting or resulting from the operation, filed in the headquarters of the company or to which the company controller is a party

There are no agreements, contracts and pre-contracts, filed at the Company’s headquarters, regulating the exercise of voting rights or the transfer of shares issued by Oi, as a subsisting company after the operation.

3.       Operation description, including:

a.       Terms and conditions

The proposed transaction consists of the merger of Telemar, wholly-owned subsidiary of Oi, with the full transfer of Telemar's shareholders’ equity, valued at its book value, to Oi, which will succeed the former universally, to all its assets, rights and obligations, so that Telemar will cease to exist, pursuant to articles 227 et seq. of Law No. 6,404/1976 (Lei das Sociedades Anônimas, or the “Brazilian Corporation Law) (the “Merger”).

On this date, all the shares representing Telemar’s capital stock are directly held by Oi. At the time of the Merger, 192,153,544 (one hundred and ninety-two million, one hundred and fifty-three thousand, five hundred and forty-four) registered common shares and 207,007,127 (two hundred and seven million, seven thousand, one hundred and twenty-seven) registered Class “A” preferred shares issued by Telemar will be extinguished and 30,595,616 (thirty million, five hundred and ninety-five thousand, six hundred and sixteen) remaining registered Class “A” preferred shares issued by Telemar will be replaced by 644,019,090 (six hundred and forty-four million, nineteen thousand and ninety) common shares issued by Oi, to be held in treasury, as provided for in article 226, paragraph 1, of the Brazilian Corporation Law and observing the limit of 10% (ten percent) of the outstanding common shares issued by Oi provided for in CVM Instruction No. 567/2015. Oi's shares will be issued in accordance with a replacement ratio determined based on the economic and financial evaluations of Telemar and Oi, mentioned in item 5, “e”, below.

The Company clarifies that the 30,595,616 (thirty million, five hundred and ninety-five thousand, six hundred and sixteen) registered Class “A” preferred shares issued by Telemar, representing 7.12% (seven integers and twelve hundredths percent) of Telemar's share capital, which will be replaced by shares issued by Oi in the Merger, correspond to shares that, on this date, are committed in favor of Pharol, SGPS S.A. (“Pharol”), as guarantee of the fulfillment of the obligation assumed by Oi upon the contribution of assets by Pharol to Oi's capital, in the context of the strategic alliance between them in 2014, whereby Oi undertook to maintain Pharol free from any loss arising from tax or anti-competitive obligations related to such assets, and therefore to replace certain legal guarantees relating to Pharol's lawsuits with the Portuguese tax authorities (“Telemar Shares given as Guarantee”).

Accordingly, a total of 644,019,090 (six hundred and forty-four million, nineteen thousand and ninety) shares of Oi that will be issued in the Merger to replace the Telemar Shares given as Guarantee, as a result of the Merger, will be pledged as collateral in compliance with the obligations of Oi that on this date are guaranteed by the Telemar Shares given in Guarantee. The Company clarifies that, if the aforementioned guarantees that will be constituted on Oi shares issued in the Merger are to be foreclosed in the future, such shares must be sold and the proceeds of the sale must be used to pay the creditors guaranteed by such shares.

Since the transaction is a merger of a company whose shares are fully held by Oi, the Merger shall not result in an increase of Oi’s shareholders’ equity. Therefore, since Oi has a consolidated record of Telemar in its consolidated financial statements, by the equity accounting method, it shall not have its capital stock changed due to the Merger. The totality of Oi’s shares that will be issued to replace the shares of Telemar will be held in treasury, as provided for in art. 226, paragraph 1, of the Brazilian Corporation Law, so that their issuance will not result, as a result of the Merger, in immediate dilution for Oi’s current shareholders. However, for information purposes, considering Oi's shareholding structure on this date, the maximum potential dilution for Oi’s shareholders, if the totality of the shares issued in the Merger were no longer held in treasury and became outstanding shares, would be 9.76% (nine integers and seventy-six hundredths percent).

The Merger represents one of the corporate reorganization operations provided for in the JRP, as defined in item 5, "a", of this Annex, with a view to optimizing operations and increasing the results of Oi and its direct and indirect subsidiaries (the "Oi Companies"), as well as obtaining a more efficient and adequate structure for the implementation of the proposals foreseen in the JRP and for the continuity of the Oi Companies' activities.

The unification of the operations of the Parties, through consolidation of the developed activities, will bring considerable administrative and economic benefits, optimizing the operations and increasing the results of Oi Companies with reduction of costs and generation of synergy gains for greater efficiency in the offer of services, as well as obtaining a more efficient and adequate structure to implement the proposals foreseen in the JRP and the continuity of the activities of the Oi Companies, contributing to their uplift.

b.       Obligations to indemnify:

i.       The managers of any involved company

There is no obligation to indemnify the managers of Oi or Telemar due to the Merger.

ii.       If the operation does not occur

There is no obligation to indemnify if the Merger does not occur.

c.       Comparative table of the rights, advantages and restrictions of the shares of the companies involved or resulting before and after the operation

Since Oi is the single shareholder of Telemar, there shall be no change to Oi’s capital stock due to the Merger nor immediate dilution for its shareholders. At the time of the Merger, 192,153,544 (one hundred and ninety-two million, one hundred and fifty-three thousand, five hundred and forty-four) registered common shares and 207,007,127 (two hundred and seven million, seven thousand, one hundred and twenty-seven) registered Class “A” preferred shares issued by Telemar will be extinguished and 30,595,616 (thirty million, five hundred and ninety-five thousand, six hundred and sixteen) registered Class “A” preferred shares issued by Telemar will be replaced by 644,019,090 (six hundred and forty-four million, nineteen thousand and ninety) common shares issued by Oi, to be held in treasury, as provided for in article 226, paragraph 1, of the Brazilian Corporation Law and observing the limit provided for in CVM Instruction No. 567/2015. All shares issued by Oi currently outstanding shall remain with the same rights and advantages and there will be no immediate dilution for Oi’s current shareholders as a result of the Merger.

d.       Eventual need of approval by debenture holders or other creditors

The merger of Telemar is one of the corporate restructuring operations already pre-approved in the JRP.

e.       Assets and liabilities elements which shall constitute each part of the equity, in the event of spin-off

Not applicable, since it is a merger.

f.       Intention of the companies resulting from the registration of issuer of securities

Not applicable.

4.       Plans for corporate business, notably regarding to specific corporate events intended to be promoted

Oi’s current purpose - and it shall remain so after the Merger – is the performance of telecommunications services and activities necessary or useful for the performance of such services, in accordance with the concessions, authorizations and permissions granted to it, through the activities included in its corporate purpose, maintaining its publicly-held corporation registration.

5.       Analysis of the following aspects of the operation:

a.       Description of main expected benefits, including: i. Synergies; ii. Tax benefits and iii. Strategic advantages

Oi and Telemar are undergoing a judicial reorganization process together with other companies directly or indirectly controlled by Oi (all, jointly, "Companies in Judicial Reorganization").

The Consolidated Judicial Reorganization Plan of the Companies in Judicial Reorganization was approved by the General Creditors Meeting held on December 20, 2017 and ratified by the 7th Corporate Court of the Capital District of the State of Rio de Janeiro ("Judicial Reorganization Court") on January 8, 2018, according to a decision published on February 5, 2018. It was later amended at the General Creditors Meeting held on September 8, 2020 and ratified by the Judicial Reorganization Court on October 5, 2020, pursuant to the decision published on October 8, 2020 (the "JRP").

The JRP established the adoption of a series of measures by the Companies in Judicial Reorganization, aimed at uplifting the Oi Companies, including corporate reorganization transactions aimed at optimizing operations and increasing the Oi Companies results, as well as obtaining a more efficient and appropriate structure for implementing the proposals under the JRP and continuing the activities of the Oi Companies.

The Merger is expressly mentioned in Annex 7.1 to the JRP as one of the corporate reorganization operations that may be carried out by the Companies in Judicial Reorganization and will contribute to achieve the goals mentioned in the previous item.

The unification of the operations of the Parties, through the consolidation of the activities developed, will bring considerable administrative and economic benefits, with reduction of costs and generation of synergy gains for greater efficiency in the offer of services, contributing to the achievement of the objectives mentioned above by the Oi Companies.

b.       Costs

The managers of the Company and Merged Company estimate that the costs of realizing the Merger will be approximately R$ 39,600,000.00 (thirty-nine million six hundred thousand reais), including expenses with the appraiser, fees, emoluments, publications, translations, attorney's fees/consultancy, staff migration and systemic development.

c.       Risk Factors

Oi may face unexpected difficulties of an operational nature, which may delay and hinder the achievement of synergies and expected returns from the Merger.

Except for the risks mentioned above, the Company understands that the Merger does not increase its exposure to risks and does not affect the risk factors already disclosed in its Reference Form.

d.       In the case of a transaction with related party possible alternatives that could have been used to achieve the same objectives, indicating the reasons why these alternatives were discarded

The Managers of the Companies evaluated other possible corporate operations, but they decided on the corporate merger as it was the most appropriate one to be implemented in order to achieve the proposed objectives, considering the costs involved and the gains and synergies expected from the operation (item 3, “a” and 5 “a”), as well as the fact that Telemar is a wholly owned subsidiary of Oi, not resulting in any dilution for its shareholders, considering that the issued shares will be held in treasury.

e.       Replacement ratio

As explained above, in the act of the Merger, 30,595,616 (thirty million, five hundred and ninety-five thousand, six hundred and sixteen) Class “A” preferred registered shares issued by Telemar will be replaced by 644,019,090 (six hundred and forty-four million, nineteen thousand and ninety) common shares issued by Oi, to be held in treasury, as provided for in article 226, paragraph 1, of the Brazilian Corporation Law and subject to the limit of 10% (ten percent) provided for in CVM Instruction No. 567/2015.

f.        In transactions concerning holding companies, subsidiaries or companies under common control:

i.       Stock replacement ratio calculated in accordance with art. 264 of Act No. 6,404 of 1976

ii.       Detailed description of the process of trading the replacement ratio and other terms and conditions of the operation

iii.       If the transaction has been preceded, in the last 12 (twelve) months, by an acquisition of control or acquisition of a control block:

•       Comparative analysis of the replacement ratio and price paid on the acquisition of control

•       Reasons for possible differences in assessment in the different operations

iv.       Justification of why the replacement ratio is commutative, with a description of the procedures and criteria adopted to guarantee the commutativity of the operation or, if the substitution ratio is not commutative, payment detail or equivalent measures adopted to ensure adequate compensation

The replacement ratio between shares issued by Telemar and new shares issued by Oi that will be held in treasury was determined based on economic and financial valuations of Telemar and Oi, based on the discounted cash flow method, on the base of December 31, 2020 (“Base Date”), object of an appraisal report prepared by an independent specialized company, Meden Consultoria Empresarial Ltda. (“Meden”).

Additionally, considering that Oi shares will be issued as a result of the Merger, which will be fully held in treasury, for the purposes of art. 264 of the Brazilian Corporation Law, Meden also prepared an appraisal report on the net assets of Telemar and Oi, valued at market prices, on the Base Date, which indicated a less advantageous replacement ratio than the replacement ratio proposed by management of the Company for the Merger.

The Company reiterates that the Oi shares that will be issued to replace the shares issued by Telemar will be fully held in treasury, as provided for in article 226, paragraph 1, of the Brazilian Corporation Law, so that their issuance will not result, as a result of the Merger, in immediate dilution for Oi’s current shareholders. However, for informational purposes, considering Oi's shareholding structure on this date, the maximum potential dilution for Oi’s shareholders, if the totality of the shares issued in the Merger ceased to be held in treasury and became shares in circulation, would be 9.76% (nine integers and seventy-six hundredths percent).

Finally, the Company clarifies that the studies and evaluations were contracted by Oi's management to support the proposed replacement ratio and provide sufficient and complete information to its shareholders, considering that Oi holds 100% (one hundred percent) of Telemar’s shares.

6. Copy of minutes of all meetings of the board of directors, fiscal council and special committees in which the operation was discussed, including any dissident votes

The Copies of the minutes of the meetings of the Board of Directors, in which the operation was discussed, and of the Fiscal Council, which gave a favorable opinion on the proposed Merger, are in the Annex VIII (B) and Annex VIII (C) of this Proposal and available on the Company's website (www.oi.com.br/ri) and in CVM’s Sistema Empresas NET (www.cvm.gov.br), in addition to the website of B3 S.A. - Brasil, Bolsa,Balcão (www.b3.com.br).

7. Copy of studies, presentations, reports, opinions or appraisal reports of the companies involved in the operation made available to the controlling shareholder at any stage of the operation

Meden was hired to prepare (i) the appraisal report at book value of Telemar's shareholders' equity, to be used in the Merger (“Equity Report”), (ii) the appraisal report of Telemar and the Company, at market prices and according to the same criteria, exclusively for the purposes of article 264 of the Corporation Law (“Equity Report at Market Prices”), and (iii) the appraisal report containing the economic and financial appraisals of Telemar and Oi, according to the discounted cash flow method, used as the basis for determining the replacement ratio (“Economic Appraisal Report”). Copies of the referred appraisal reports, previously prepared by Meden, constitute Annexes III, IV and V of this Proposal.

Finally, the Company clarifies that the studies and evaluations were contracted by Oi's management to support the proposed replacement ratio and provide sufficient and complete information to its shareholders, considering that Oi holds 100% (one hundred percent) of Telemar’s shares.

7.1. Identification of possible conflicts of interest between financial institutions, companies and professionals who have prepared the documents mentioned in item 7 and the companies involved in the operation

Meden stated that it does not have any conflict of interests that undermines the independence of its work.

8.       Statutory draft or statutory changes of the companies resulting from the operation

Oi's Bylaws should be amended to reflect the issuance of new common shares, which will be held in treasury, as a result of the Merger, with no share capital increase or immediate dilution for Company’s current shareholders. Thus, the Company's management submits to the approval of its shareholders the proposal to amend the caput of the Article 5 of the Bylaws, so that it becomes effective with the following wording:

Article 5 - The subscribed and fully paid-in capital stock is R$ 32,538,937,370.00 (thirty-two billion, five hundred and thirty-eight million, nine hundred and thirty-seven thousand, three hundred and seventy reais), 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 and fifty-seven million, seven hundred and twenty-seven thousand, two hundred and forty-one (157,727,241) preferred shares, all of them registered and with no par value.

9.       Financial statements used for the purpose of the transaction, in accordance with specific rule

Oi’s and Telemar’s financial statements used for the operation, as the basis for the Appraisal Reports prepared by Meden, were those corresponding to the period ended on December 31, 2020.

10. Proforma financial statements prepared for the purposes of the transaction under the specific regulation

Not applicable, pursuant to article 10 of CVM Instruction No. 565/2015, considering that the shares to be issued by Oi as a result of the Merger will be held in treasury, therefore will not represent immediate dilution for Oi's current shareholders.

11. Document containing information on directly involved companies that are not publicly-held companies, including:

a.       Risk factors, under the terms of items 4.1 and 4.2 of the reference form

The risk factors of the Company and its subsidiaries, including the Merged Company, are included and mentioned in items 4.1 and 4.2 of the Company’s Reference Form, except for the withdrawal of Telemar from the list of Companies in Judicial Reorganization, since, according to art. 227 of the Brazilian Corporation Law, Oi shall succeed the Merged Company to all rights and obligations.

b.       Description of the main changes in the risk factors occurred in the previous year and expectations regarding the reduction or increase in the exposure to risks as a result of the operation, pursuant to item 5.4 of the reference form

After the Merger, the Merged Company shall be extinguished. There will be no reduction or increase in the exposure to risks as a result of the Merger.

c.       Description of activities, under items 7.1, 7.2, 7.3 and 7.4 of the reference form.

Telemar is a wholly-owned subsidiary of the Company and its corporate purpose is the offer of telecommunications services and activities necessary or useful for the execution of these services, in accordance with the concessions, authorizations and permissions granted to it. Telemar may also, in the pursuit of such object: (i) incorporate third parties’ assets and rights into its assets; (ii) hold equity interests in the share capital of other companies; (iii) set up wholly-owned subsidiaries for the execution of activities included in its object and which are recommended to be decentralized; (iv) promote the import of goods and services necessary for the performance of activities included in its object; (v) provide technical assistance services to telecommunications companies, carrying out activities of common interest; (vi) carry out study and research activities aimed at the development of the telecommunications sector; (vii) enter into contracts and agreements with other companies that offer telecommunications services or any persons or entities with a view to ensuring the operation of the services, without prejudice to its duties and responsibilities; and (vii) carry out other activities similar or related to its corporate purpose.

d.       Description of the economic group, under the terms of item 15 of the reference form

Telemar is directly controlled by Oi, which holds a 100% interest in its capital stock, and is part of the same "Economic Group" of the Company, pursuant to item 15 of the Reference Form.

e.       Description of the capital stock, pursuant to item 17.1 of the reference form

Telemar is a closely-held corporation that has as its sole shareholder Oi, holder of 100% (one hundred percent) of its capital stock.

12.       Description of the capital and control structure after the transaction under item 15 of the reference form

There will be no change in Oi's capital stock and shareholding structure after the Merger, since this is a merger with a company whose shares are wholly-owned by Oi. The new shares of Oi that will be issued in the Merger will all be held in treasury, so that there will be no immediate dilution for Oi’s current shareholders as a result of the Merger.

13. Number, class, kind and type of securities of each company involved in the transaction held by any other companies involved in the transaction, or by persons related with these companies, as defined by the rules addressing a public offer for acquisition of shares

Oi is the direct holder of all shares issued by the Merged Company, whose current fully subscribed capital stock is R$ 19,617,609,121.24 (nineteen billion, six hundred and seventeen million, six hundred and nine thousand, one hundred and twenty-one reais and twenty-four cents) of which R$ 19,611,092,544.58 (nineteen billion, six hundred and eleven million, ninety-two thousand, five hundred and forty-four reais and fifty-eight cents) have been paid, represented by 429,756,287 (four hundred and twenty-nine million, seven hundred and fifty-six thousand, two hundred and eighty-seven) shares, of which 192,153,544 (one hundred ninety-two million, one hundred fifty-three thousand, five hundred forty-four) common shares and 237,602,743 (two hundred and thirty-seven million, six hundred and two thousand, seven hundred and forty-three) class "A" preferred shares, all registered and with no par value.

14. Exposure of any of the companies involved in the operation, or persons related thereto, as defined by the rules dealing with the public offering for the acquisition of shares, in derivatives referenced in securities issued by the other companies involved in the operation

Not applicable.

15.       Report covering all business conducted in the last six (6) months by the persons indicated below with securities issued by the companies involved in the operation:

a.       Companies involved in operation

i.       Private purchase operations

•       average price

•       number of involved shares

•       involved securities

•       percentage in relation to the class and type of securities

•       other relevant conditions

ii.       Private sale operations

•       average price

•       number of involved shares

•       involved securities

•       percentage in relation to the class and type of securities

•       other relevant conditions

iii.       Purchase operations on regulated markets

•       average price

•       number of involved shares

•       involved securities R$

•       percentage in relation to the class and type of securities It represents

•       other relevant conditions

iv.       Sales operations on regulated markets

•       average price

•       number of involved shares

•       involved securities

•       percentage in relation to the class and type of securities

•       other relevant conditions

b.       Parties related to companies involved in the operation

i.       Private purchase operations

•       average price

•       number of involved shares

•       involved securities

•       percentage in relation to the class and type of securities

•       other relevant conditions

ii.       Private sales operations

•       average price

•       number of involved shares

•       involved securities

•       percentage in relation to the class and type of securities

•       other relevant conditions

iii.       Purchase operations on regulated markets

•       average price

•       number of involved shares

•       involved securities

•       percentage in relation to the class and type of securities

•       other relevant conditions

iv.       Sales operations on regulated markets

•       average price

•       number of involved shares

•       involved securities

•       percentage in relation to the class and type of securities

•       other relevant conditions

None.

16. Document through which the Special Independent Committee submitted its recommendations to the Board of Directors, in the case the transaction is negotiated under CVM Guiding Report 35, of 2008.

Not applicable, considering that Oi holds all the shares issued by the Merged Company and that there are no minority shareholders in Telemar and also considering that the shares issued in the Merger will be fully held in treasury by Oi.

ANNEX VIII

INFORMATION ON THE MERGER

B. Copy of the minutes of the Board of Directors meeting

Oi S.A. – In Judicial Reorganization

Taxpayer Identification Number (CNPJ/ME) No. 76.535.764/0001-43

Board of Trade (NIRE) No. 33.30029520-8

Publicly-held Company

MINUTES OF THE 279^th MEETING OF THE BOARD OF DIRECTORS

HELD ON MARCH 28, 2021

I. DATE, TIME AND PLACE OF THE MEETING: On the 28^th (twenty eighth) day of the month of March 2021, at 5:30 p.m., by means of decision-making circuit, pursuant to article 29, paragraph 1, of the Company’s Bylaws.

II. CALL NOTICE: Call notice made by means of individual messages sent to Directors.

III. QUORUM AND ATTENDENANCE: The majority of the members of the Board were present, and signed these minutes below. The absence of Director Luis Maria Palha Viana da Silva was recorded, for considering himself to have a conflict of interest. Also in attendance were Messrs. Rodrigo Modesto de Abreu, Camille Loyo Faria, Bernardo Kos Winik, José Cláudio Moreira Gonçalves, Antonio Reinaldo Rabelo Filho, Marcelo Gazineu, Paulo Seidel, David Tavares Nunes, Antonio Carlos Correia Neto, Arthur Jose Lavatori Correa and Daniella Geszikter Ventura, all representatives of the Company. Messrs. Antonio Luiz Feijó Nicolau, Maurício Emerick Leal e Fellipe Franco Rosman, representatives of Meden Consultoria Empresarial (“Meden”), Ms. Daniela Maluf Pfeiffer, representative of the Company’s Fiscal Council, and Mr. Jose Augusto da Gama Figueira, a Company’s consultant, were also present.

IV. BOARD: Chairman of the Meeting: Mr. Eleazar de Carvalho Filho; Secretary of the Meeting: Mrs. Luciene Sherique Antaki.

V. AGENDA: Matters for the Extraordinary General Meeting to be held on April 19, 2021: (i) merger of Telemar with and into the Company; (ii) issuance of a statement by the Company to Anatel related to the tariff revision process; (iii) transfer of the spun-off portion of BTCM to the Company; and (iv) amendment to article 2 of the Company’s Bylaws.

VI. RESOLUTIONS: The Chairman having started the Meeting, the presence of Ms. Daniela Maluf Pfeiffer, the representative of the Company’s Fiscal Council, was initially recorded. Next, Mr. Antonio Carlos Correa Neto presented a proposal for the merger of the wholly owned subsidiary of Oi S.A. – In Judicial Reorganization (“Oi” or the “Company”), Telemar Norte Leste S.A. – in Judicial Reorganization, with and into the Company (respectively, the “Merger” and “Telemar”), with the issue of new common shares of the Company to be held in treasury, pursuant to article 226, paragraph 1st, of Law No. 6,404/1976 (the “Brazilian Corporation Law”), clarifying that the Merger represents one of the corporate reorganization operations provided in the Judicial Reorganization Plan with a purpose of optimizing operations and increasing the results of the companies under judicial

Oi S.A. – In Judicial Reorganization

Minutes of the 279^th Meeting of the Board of Directors

held on March 28, 2021

reorganization and their other direct and indirect subsidiaries, as well as to obtain a more efficient and adequate structure for the implementation of the proposals provided in the Plan and for the continuity of the operations of the Oi Group companies, in accordance with its Strategic Plan. As a result of the Merger, Telemar will cease to exist and the Company will succeed Telemar in all its rights and obligations and the net assets of Telemar, which amounts to R$7,156,689,966.41 (seven billion, one hundred and fifty-six million, six hundred and eighty-nine thousand, nine hundred and sixty-six Brazilian Reais and forty-one cents), according to the appraisal report prepared by Meden Consultoria Empresarial Ltda. (“Meden”), at book value, on the base date December 31, 2020, will be incorporated into the Company’s assets, without modifying the value of its share capital and also without immediate dilution to the current shareholders of the Company. It was informed that, with the resulting dissolution of Telemar, 192,153,544 (one hundred and ninety-two million, one hundred and fifty-three thousand, five hundred and forty-four) registered common shares and 207,007,127 (two hundred and seven million, seven thousand, one hundred and twenty-seven) registered Class “A” preferred shares issued by Telemar will be cancelled, while the remaining 30,595,616 (thirty million, five hundred and ninety-five thousand, six hundred and sixteen) registered Class “A” preferred shares of Telemar will be replaced by 644,019,090 (six hundred and forty-four million, nineteen thousand and ninety) common shares issued by Oi, to be held in treasury (“Shares Issued in the Merger”), as provided for in article 226, paragraph 1st, of the Brazilian Corporation Law. It was also informed that there are no shares issued by Oi held by Telemar and that all the Shares Issued in the Merger will replace the 30,595,616 (thirty million, five hundred and ninety-five thousand, six hundred and sixteen) shares issued by Telemar, which as of this date are pledged to Pharol, SGPS S.A. (“Pharol”), in guarantee of the fulfillment of the obligation assumed by Oi upon the investment of assets made by Pharol to Oi’s capital, in connection with the strategic alliance between them in 2014, clarifying that this counter-guarantee, given in the form of a pledge of shares, aims to maintain Pharol indemnity against tax contingencies classified as remote risk with the fiscal authority in Portugal. Therefore, as a result of the Merger, all Shares Issued in the Merger will be given as collateral in compliance with Oi’s obligations with Pharol. After clarifications provided by the representatives of the Company present at the meeting, and, furthermore, it was stated that the Fiscal Council gave a favorable opinion on the Merger, the Board of Directors, unanimously: (i) ratified the election and hiring of Meden for the elaboration of (a) the appraisal report, at book value, of Telemar’s net equity, to be incorporated into the Company’s assets; (b) the appraisal report of the Company’s and Telemar’s net assets, at market prices, on the same date and according to the same criteria, for the purposes of article 264 of the Brazilian Corporation Law; and (c) the appraisal report containing the economic-financial assessments of Telemar and the Company, according to the discounted cash flow method, all prepared on the basis of the financial statements of the Company and Telemar, as of December 31, 2020; (ii) approved the Protocol and Justification for the Merger of Telemar Norte Leste S.A. – in Judicial Reorganization with and into Oi S.A. – in Judicial Reorganization, including its annexes, which was previously made available to the Board members and which is filed with the Board Secretariat; (iii) approved the call of the Extraordinary General Meeting of the Company for April 19, 2021, to deliberate on the Merger and all related documents, with the

Oi S.A. – In Judicial Reorganization

Minutes of the 279^th Meeting of the Board of Directors

held on March 28, 2021

issuance by the Company of the Shares Issued in the Merger and the corresponding alteration of the caput of article 5 of the Bylaws, without modification in the value of the Company’s share capital, pursuant to the terms of the draft of the Call Notice made available; and (iv) authorized the Company’s Board of Executive Officers to take all necessary measures to implement the Merger. In relation to sub-item (ii), it was informed to the members of the Board of Directors that, by means of Judgment No 01/2021, the National Telecommunications Agency (Agência Nacional de Telecomunicações, or “Anatel”) granted conditional prior approval to the Merger, subject its implementation to the publication in the Official Gazette of the Union (Diário Oficial da União) of the transfer document to Oi of the granted licenses held by Telemar for the provision of the Fixed Telephone Service (Serviço Telefônico Fixo Comutado, or “STFC”), in the public and private regimes, and of the Multimedia Communication Service (Serviço de Comunicação Multimídia, or “SCM”), including the authorizations for the right to use associated radio frequency. In turn, the issuance and publication of the aforementioned document of transfer of grants are subject to (i) the conclusion of the procedure for the revision of tariffs of STFC provided in a public regime by Oi, in accordance with the provisions of article 86, sole paragraph, item I, of Law No. 9,472/1997 (“General Telecommunications Act” or “LGT”) or, alternatively, (ii) the presentation of an express statement to Anatel by Oi, duly approved by the Company’s Shareholders’ General Meeting, through which Oi: (ii.a) fully recognizes and assumes the economic and financial risks associated with the result of the tariff revision procedure, including those resulting from uncertainty regarding the process and the values to be stipulated by Anatel, as well as (ii.b) waives the rights to the eventual restoration of the financial situation of the concession contract, as a result of the tariff revision process, which will imply, in the extra-judicial ground, the loss of the right to resort administratively and to request arbitration, and in the judicial context, the resolution of the merit of the proceeding by waiving the right on which the action is based, pursuant to article 487, item III, point “c” of Law No 13,105/2015 (“Civil Procedure Code”). For information purposes, it was mentioned that the amount involved in the discussion which the Company proposes to waive, by issuing said statement, is around R$ 270,000.00 (two hundred and seventy thousand Brazilian Reais), in accordance with the information in the case record of the tariff revision process pending before Anatel. The Board of Directors, after clarifications, authorized the submission to the Extraordinary General Meeting on April 19, 2021 of the Company’s proposal to issue the statement required by Judgment No. 1 of January 8, 2021, which gave rise to Anatel’s prior approval act for the Merger, as provided in Oi’s Judicial Reorganization Plan. Regarding the sub-item (iii), Mr. Antonio Carlos Correa Neto presented a proposal for a partial spin-off of Brasil Telecom Comunicação Multimídia S.A. (respectively, the “Partial Spin-off” and “BTCM”) with the transfer of the spun-off portion to the Company (“Transfer of the Spun-off Portion” and, together with the Partial Spin-off, the “Transaction”), clarifying that this is one of the corporate reorganization transactions necessary for the formation of the InfraCo IPU provided for in the Judicial Reorganization Plan, with the split and withdrawal of BTCM’s assets from assets not related to the scope of such IPU and the merger of such non-related assets into Oi’s assets. The Transaction shall be carried out without joint liability, so that Oi will be solely responsible for the debts, obligations or liabilities relating to the Spun-off Portion that are transferred to it as a result

Oi S.A. – In Judicial Reorganization

Minutes of the 279^th Meeting of the Board of Directors

held on March 28, 2021

of the Transaction, regardless of their nature and of whether they are present, contingent, past and/or future, and Oi will not assume any responsibility, individual or jointly, for any debits, obligations or liabilities of BTCM, whatever nature they are, present, contingent, past and/or future, that are not transferred to Oi as a result of the Transaction, as provided by the sole paragraph of article 233 of the Brazilian Corporation Law. After clarifications provided by the representatives of the Company present at the meeting, and also, having been stated that the Fiscal Council has given a favorable opinion to the Transfer of the Spun-off Portion and that the Transaction will not cause changes in the amount of the Company’s and BTCM’s share capital or the number of shares in which they are divided, without dilution of the shares held by the Company’s shareholders, the Board of Directors unanimously: (i) ratified the election and hiring of Meden to prepare the appraisal report of the split portion of BTCM, at its book value, to be merged into the Company’s assets; (ii) approved 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 annexes (“Protocol and Justification of Partial Spin-off”), which has been previously made available to the Board of Directors and which is filed with the Board Secretariat; (iii) approved the call of the Extraordinary General Meeting of the Company for April 19, 2021, to deliberate on the Transfer of the Spun-off Portion and all related documents, in accordance with the terms of the draft of the Call Notice made available; and (iv) authorized the Company’s Board of Executive Officers to take all necessary measures to implement the Transaction. Moving on to sub-item (iv), Mr. Arthur José Lavatori Correa presented a proposal to change article 2 of the Company’s Bylaws for further details of activities already covered in its current corporate purpose, as a result of the Transfer of the Spun-off Portion of BTCM to Oi and in preparation for corporate reorganizations involving the Company and its subsidiaries, necessary to comply with the Judicial Reorganization Plan. The Board of Directors unanimously authorized the submission of the proposal to amend article 2 of the Company’s Bylaws for the approval of the Extraordinary General Meeting that will be called for April 19, 2021.

VII. ADJOURNMENT: The material relevant to the matter in the Agenda is filed at the Company's Secretariat’s office and in the Board Portal. There being no further matters to address, the Chairman of the Meeting closed the Meeting, of which these minutes were prepared. After being read and approved, the minutes were signed by all Directors in attendance and by the Secretary of the Meeting. (a.a) Eleazar de Carvalho Filho (Chairman of the Meeting), Marcos Grodetzky, Roger Solé Rafols, Henrique José Fernandes Luz, Marcos Bastos Rocha, Paulino do Rego Barros Jr., Claudia Quintella Woods, Armando Lins Netto, Mateus Affonso Bandeira and Maria Helena dos Santos F. Santana.

This is a true copy of the original recorded in the appropriate book.

Rio de Janeiro, March 28, 2021.

Luciene Sherique Antaki

Secretary of the Meeting

Oi S.A. – In Judicial Reorganization

Minutes of the 279^th Meeting of the Board of Directors

held on March 28, 2021

ANNEX VIII

INFORMATION ON THE MERGER

C. Copy of the minutes of the meeting of the Fiscal Council

OI S.A. – IN JUDICIAL REORGANIZATION

Federal Taxpayers’ Registry (CNPJ/ME) No. 76.535.764/0001-43

Board of Trade (NIRE) No. 33.30029520-8

PUBLICLY-HELD COMPANY

EXTRACT FROM THE MINUTES OF THE MEETING OF THE FISCAL COUNCIL
HELD ON 28 MARCH 2021.

As secretary of the meeting of the Fiscal Council, I hereby CERTIFY that the items (5) and (6) of the agenda of the meeting of the Fiscal Council of Oi S.A. – in Judicial Reorganization held on March 28, 2021, at 4:00 pm, by video conference, reads as follows:

“in relation to item (5) of the agenda, a proposal was presented for the merger by the Company of its wholly owned subsidiary Telemar Norte Leste S.A. – in Judicial Reorganization (“Telemar”), with issue of new common shares to be held in treasury, pursuant to article 226, paragraph 1^st of Law No. 6,404/76 (“Corporations Law”), without modifying the value of the Company’s share capital. The Fiscal Council members, in the exercise of the duties conferred on them by item III, of article 163 of the Corporations Law and, within the limits of their attributions, examined the proposal for the merger of Telemar by the Company, with issuance of new common shares to be held in treasury as a result of the merger of Telemar, without alteration of the value of the Company’s share capital, in accordance with the related documents (a) the Protocol and Justification of the Merger of Telemar by the Company, including all its annexes (“Protocol and Justification of Telemar”); (b) the appraisal report, at book value, of Telemar’s net assets that will be merger into the Company; (c) the appraisal report of the Company’s and Telemar’s net assets, at market values, on the same date and according to the same criteria, for the purposes of article 264 of the Corporations Law; and (d) the appraisal report containing the economic-financial evaluations of Telemar and the Company, according to the discounted cash flow method; all prepared by Meden Consultoria Empresarial Ltda. on the base date of December 31, 2020. The Fiscal Council members, after discussing the proposal and clarifying the issues raised, opined that the proposal for the merger of Telemar is in conditions to be submitted to the General Meeting of the company, in accordance with the Protocol and Justification of Telemar and the corresponding appraisal reports, with the issue of new common shares to be held in treasury, in accordance with article 226, paragraph 1^st of the Corporations Law and without alteration of the value of the Company’s share capital. Regarding item (6) of the agenda, Mr. Antonio Carlos Correa Neto presented a proposal for the merger by the Company of the portion split of Brasil Telecom Compresa Multimidia S.A. (“BTCM”), in accordance with the documents related to the merger presented: (a) the Protocol and Justification of the Partial Spin-off of BTCM with Merger of the portion split by the Company, including all its annexes (“Protocol and Justification of BTCM”); and (b) the appraisal report of the split portion of BTCM’s net equity, at book value, prepared by Meden Consultoria Empresarial Ltda. (“Merger of the Split Portion of BTCM”). After the matters have been evaluated and discussed, and after the executive officers of the Company provided the explanations requested, the Fiscal Council members unanimously opined that the proposal to the Merger of the Split Portion of BTCM is in condition to be submitted to the General Meeting, under the terms of the Protocol and Justification of BTCM and the corresponding appraisal report.”

Present all the members of the Fiscal Council and signed by the following members: Mr. Pedro Wagner Pereira Coelho, Mr. Alvaro Bandeira, Mrs. Daniela Maluf Pfeiffer and Mr. Raphael Manhaes Martins.

Rio de Janeiro, March 28, 2021.

Daniella Geszikter Ventura

Secretary of the Meeting

ANNEX IX

BYLAWS

Article 11 of CVM Instruction No. 481/09

Origin and Justification of the Proposed Amendments to the Bylaws

Report on the proposals to amend the

Bylaws of Oi S.A. – In Judicial Reorganization

See below the table report detailing the origin and justification of the proposals to amend the wording of articles 2 and 5, caput, of the Company's Bylaws and analyzing its possible legal and economic effects, pursuant to article 11 of the CVM Instruction No. 481/09:

1

2

3

4

5

ANNEX X

BYLAWS

Copy of the Bylaws containing the proposed changes and

a comparison with the current version

OI S.A.

Corporate Taxpayer’s Registry (CNPJ/MF) No. 76.535.764/0001-43
Board of Trade (NIRE) No. 33.3.0029520-8
Publicly Held Company

BYLAWS

CHAPTER I
LEGAL SYSTEM

Article 1 - Oi S.A. (“Company”) is a publicly held company, which is governed by the present Bylaws and applicable legislation.

1^st Paragraph - Once the Company is admitted to the special listing segment known as Level 1 Corporate Governance of the B3 S.A. – Brasil, Bolsa, Balcão (“B3”), the Company, its shareholders, management and members of its Audit Committee, shall be subject to the provisions of the Listing Regulations of the Level 1 Corporate Governance of B3 (“Level 1 Listing Regulations”).

2^nd Paragraph - The Company, its management and shareholders shall comply with the provisions of the regulations for listed issuers and admission for securities trading, including rules regarding delisting and exclusion from trading securities admitted for trading on organized markets administered by B3.

3^rd Paragraph - Capitalized terms, when not defined in these Bylaws, shall have the meaning given to them in the Level 1 Listing Regulations.

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:

Article 3 - The Company is headquartered in the City of Rio de Janeiro, State of Rio de Janeiro, and may, by decision of its Board of Executive Officers, in compliance with Article 39, create, change the address and close branches and offices of the Company.

Article 4 - The duration of the Company is indefinite.

CHAPTER II
CAPITAL STOCK

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 byfive billion, nine hundred fifty-four million, two hundred five thousand and one (5,954,205,001) six billion, five hundred and ninety-eight million, two hundred and twenty-four thousand and ninety-one (6,598,224,091) shares, withfive billion, seven hundred ninety-six million, four hundred seventy-seven thousand, seven hundred sixty (5,796,477,760)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.

1^st Paragraph - The issuance of participation certificates and new preferred shares by the Company is prohibited.

2^nd Paragraph - The preferred shares may be converted into common shares, at the time and under the conditions approved by the Board of Directors of the Company.

3^rd Paragraph - All of the shares of the Company are book-entry shares, and are held in a deposit account with a financial institution authorized by the Brazilian Securities Commission (Comissão de Valores Mobiliários - “CVM”), on behalf of their holders, and are not available in certificated form.

4^th Paragraph - Transfer and registration costs, as well as the cost of service on the book-entry shares may be charged directly to the shareholder by the depositary institution as provided in Article 35, 3^rd Paragraph of Law No. 6,404 of December 15, 1976 (“Corporate Law”).

Article 6 - The Company is authorized to increase its capital stock by resolution of the Board of Directors, in common shares, until its capital stock reaches R$38,038,701,741.49, it being understood that the Company may no longer issue preferred shares in capital increases by public or private subscription.

Sole Paragraph - Within the authorized capital limit, the Board of Directors may:

i.       deliberate on the issuance of bonds and debentures convertible into shares; and

Article 7 - Through a resolution of the Shareholders’ Meeting or of the Board of Directors, as the case may be, the Company’s capital stock may be increased by capitalizing profit or reserves.

Sole Paragraph - Any such capitalization shall be made with no alteration to the number of shares issued by the Company.

Article 8 - The capital stock is represented by common and preferred shares, with no par value, and there is no requirement that the shares maintain their current proportions in future capital increases.

Article 9 - Through resolution of a Shareholders’ Meeting or the Board of Directors, as the case may be, the period for exercising the preemptive right for the subscription of shares, subscription of bonds or debentures convertible into shares in the cases provided in Article 172 of the Corporate Law, may be excluded or reduced.

Article 10 - Non-payment by the subscriber of the issuance price as provided in the list or call shall cause it to be legally in default, for the purposes of Articles 106 and 107 of the Corporate Law, being subject to payment of the overdue amount adjusted for inflation in accordance with the fluctuation of the Market Price Index - IGP-M in the shortest period permitted by law, in addition to interest of 12% (twelve percent) per year, “pro rata temporis” and a fine of 10% (ten percent) of the amount overdue, duly adjusted for inflation.

CHAPTER III
SHARES

Article 11 - Each common share is entitled to the right to one vote at the deliberations of the Shareholders’ Meetings.

Sole Paragraph - Ordinary shares entitle their holders to the right to be included in a public offering of shares resulting from the sale of control of the Company at the same price and under the same terms offered to the seller, pursuant to Article 46 of these Bylaws.

Article 12 - The preferred shares have no right to vote and are assured priority in the payment of the minimum and non-cumulative dividend of 6% (six percent) per year calculated as a percentage of the amount resulting from dividing the capital stock by the total number of shares of the Company, or 3% (three percent) per year calculated as a percentage of the book value of shareholders’ equity divided by the total number of shares of the Company, whichever is higher.

1^st Paragraph - The preferred shares of the Company, in compliance with the terms of the first paragraph of this Article, shall be granted the right to vote, through separate voting, in the decisions related to the hiring of foreign entities related to the controlling shareholders, in the specific cases of management service agreements, including technical assistance.

2^nd Paragraph - The preferred shares of the Company, in compliance with the terms of the first paragraph of this Article, shall be granted the right to vote in the decisions related to employment of foreign entities related to the controlling shareholders, in terms of management services, including technical assistance, and the amounts of which shall not exceed in any given year, until the termination of the concession, 0.1% (zero point one percent) of annual sales for the Fixed Switched Telephone Service of the Telecommunication Transport Network.

3^rd Paragraph - The preferred shares shall acquire the right to vote if the Company fails to pay the minimum dividends to which they are entitled for 3 (three) consecutive years, in accordance with the terms of this article.

CHAPTER IV

SHAREHOLDERS’ MEETING

Article 13 - The Shareholders’ Meeting shall be held ordinarily once a year and extraordinarily when convened pursuant to law or to these Bylaws.

Article 14 - The Shareholders’ Meeting shall be convened by the Board of Directors, or the manner in sole paragraph of Article 123 of the Corporate Law.

Article 15 - The Shareholders’ Meeting shall be convened and presided over by the Chairman of the Board of Directors or the individual appointed, either at the time of the Meeting, or in advance, by means of a power of attorney with specific powers. In the absence of the Chairman of the Board of Directors or at the election of the Chairman of the Board of Directors, the Shareholders’ Meeting shall be convened and presided over by the Vice-Chairman of the Board of Directors or whomsoever appointed, or by means of a proxy previously granted with specific powers. In the event of the absence of the Vice-Chairman of the Board or his or her appointment, it shall be incumbent upon any Statutory Officer present to convene and preside over the General Meeting. The Chairman of the meeting, in turn, shall choose the corresponding secretary.

Article 16 - Before convening the Shareholders’ Meeting, the duly identified shareholders shall sign the Shareholders’ Attendance Book.

Sole Paragraph - The signing of the shareholders’ attendance list shall be ended by the Chairman of the Meeting at the time the Shareholders’ Meeting is convened.

Article 17 - The following formal requirements for attendance at the Shareholders’ Meeting will be required to be complied with by the Company and the Board, in addition to the procedures and requirements provided for by law:

Article 18 - The resolutions of the Meeting, except as otherwise provided by law or by these Bylaws, shall be taken by a majority vote of those present or represented, not counting abstentions.

Article 19 - The discussions and deliberations of the Shareholders’ Meeting shall be written in the book of minutes, signed by the members of the board and by the shareholders present, which represent, at least, the majority required for the deliberations made.

1^st Paragraph - The minutes may be drafted in summarized form, including dissent and objections.

2^nd Paragraph - Except for resolutions to the contrary by the Shareholders’ Meeting, the minutes shall be published without signatures of the shareholders.

Article 20 - In addition to the other duties provided by law and by these Bylaws, the Shareholders’ Meeting shall be solely responsible for the following:

(i)       elect and remove members from the Board of Directors and the Audit Committee;