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

Filed: 30 Apr 21, 6:08am

 

Exhibit 99.1

 

 

 

Oi S.A. – In Judicial Reorganization

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

Board of Trade – NIRE 3330029520-8

Publicly-held Company

Dear Shareholders,

 

Oi S.A. – In Judicial Reorganization (“Company”), pursuant to CVM Instruction No. 481/09 (“ICVM 481”), as amended, discloses to its shareholders and the market in general the consolidated voting chart related to the remote voting bulletin for the purpose of the exercise of voting rights at the Extraordinary Shareholders’ Meeting (Assembleia Geral Extraordinária – AGE) to be held on April 30, 2021, at 4pm, on second call (“AGE Second Call”).

 

The Company clarifies that this is a re-presentation of the same consolidated voting chart from the remote voting bulletin released on April 16, 2021 to the Extraordinary General Meeting called for April 19, 2021, partially installed on first call only in relation to item (1) of the Agenda, 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 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 AGE second Call, pursuant to article 21-X, item I in conjunction with the sole paragraph, of CVM Instruction No. 481.

 

 

Rio de Janeiro, April 29, 2021.

 

 

Oi S.A. – In Judicial Reorganization

Camille Loyo Faria

Chief Financial Officer and Investor Relations Officer

 

 
 

Consolidated Voting Chart

General Shareholders’ Meeting – April 30, 2021 at 4 p.m

 

Agenda ItemDescription of DeliberationVoting PositionTotal Number of Shares
(1)

Consideration and resolution on the issuance, by the Company, of the declaration required by Judgment No. 1, dated January 8, 2021, which gave rise to the Prior Consent from the National Telecommunications Agency (Agência Nacional de Telecomunicações), or Anatel, for the merger of Telemar Norte Leste S.A. - In Judicial Reorganization ("Telemar"), a wholly-owned subsidiary of Oi, with and into the Company, as provided for in the Judicial Reorganization Plan.

 

Approve581,811,588
Reject0
Abstain9,021,677
(2)

Ratification of the appointment and engagement of the specialized company Meden Consultoria Empresarial Ltda. ("Meden"), responsible for preparing (i) the appraisal report, at book value, of Telemar's shareholders' equity, to be incorporated to the Company's shareholders' equity, (ii) the valuation report of the shareholders' net equity of the Company and Telemar, at market prices, on the same date and according to the same criteria, for purposes of article 264 of Law no. 6.404/1976 (the "Brazilian Corporation Law"), (iii) the valuation report containing the economic and financial valuations of Telemar and Oi, according to the discounted cash flow method, and (iv) the valuation report of the spun-off portion of Brasil Telecom Comunicação Multimídia S.A. ("BTCM"), indirect subsidiary of the Company, to be incorporated to the Company's shareholders' equity (jointly, the "Valuation Reports").

 

Approve581,811,588
Reject0
Abstain9,021,677
(3)Evaluation and deliberation about the valuation reports prepared by Meden, for the purposes of the merger of Telemar by the Company.Approve581,811,588
Reject0
Abstain9,021,677
(4)Evaluation and deliberation about the valuation report prepared by Meden, for the purposes of the transfer of the spun-off portion of BTCM to the Company.Approve581,811,588
Reject0
Abstain9,021,677
(5)

Examination, discussion and resolution on the Protocol and Justification of the Merger of Telemar Norte Leste S.A. - In Judicial Reorganization with and into Oi S.A. - In Judicial Reorganization, including all its attachments ("Protocol and Justification of the Merger"), which establishes the terms and conditions of the merger of Telemar with and into the Company (the "Merger");

 

Approve581,811,588
Reject0
Abstain9,021,677
 
 

 

(6)

Resolution on the Merger proposal, under the terms of the Protocol and Justification of the Merger and pursuant to article 227 of the Brazilian Corporation Law, and the corresponding amendment to the caput of Article 5 of the Company's Bylaws to reflect the issuance of common shares to be held in treasury as a result of the Merger, without changing the amount of its capital stock.

 

Approve581,811,588
Reject0
Abstain9,021,677
(7)

Examination, discussion and resolution on the Protocol and Justification of the Partial Spin-off of Brasil Telecom Comunicação Multimídia S.A. with the Transfer of the Spun-Off Portion to Oi S.A. - In Judicial Reorganization, including all its attachments ("Protocol and Justification of the Partial Spin-off"), which establishes the terms and conditions of the partial spin-off of BTCM (the "Partial Spin-off") with the transfer of the spun-off portion to the Company (the "Transfer of the Spun-off Portion").

 

Approve581,811,588
Reject0
Abstain9,021,677
(8)

Resolution on the Transfer of the Spun-off Portion of BTCM proposal, in the terms of the Protocol and Justification of the Partial Spin-off and in the form of article 229 of the Brazilian Corporation Law.

 

Approve581,811,588
Reject0
Abstain9,021,677
(9)

Amendment to the wording of article 2 of the Company's Bylaws, to further detail certain activities already covered in its current corporate purpose, as a result of the Transfer of the Spun-off Portion and in preparation for the corporate reorganizations involving Oi and its subsidiaries that are necessary to comply with the Judicial Reorganization Plan.

 

Approve581,811,588
Reject0
Abstain9,021,677
(10)Authorization for the Company's management to practice all acts necessary to effect the Merger and the Transfer of the Spun-off Portion.Approve581,811,588
Reject0
Abstain9,021,677

 

The Company clarifies that the matter related to item (1), has already been subject of a resolution at the EGM held on April 19, 2021, on first call, which is why the AGE Second Call shall consider only the subjects covered by items (2) to (10) of the present summary voting chart, which correspond to items (1) to (9) of the Second Call Notice.