Oi S.A. - In Judicial Reorganization

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

Board of Trade (NIRE) No. 3330029520-8

PUBLICLY-HELD COMPANY

SECOND CALL NOTICE

ANNUAL AND EXTRAORDINARY GENERAL MEETING

Considering that the quorum was not reached at the Annual and Extraordinary Shareholders' Meeting called, on first call, for April 29, 2024, at 3:00 p.m. ("AEGM First Call"), the Board of Directors of Oi S.A. - In Judicial Reorganization ("Oi" or the "Company") calls the shareholders to attend the Annual and Extraordinary General Meeting ("AEGM Second Call"), on second call, to be held on May 10, 2024, at 11:00 a.m., exclusively digitally, pursuant to Article 5, paragraph 2, item I and of Article 28, paragraphs 2 and 3 of CVM Resolution No. 81 of March 29, 2022 ("CVM Resolution 81"), by means of the digital platform Ten Meetings ("Digital Platform"), to deliberate on the following items.

At the Annual General Meeting:

  1. Analysis of management accounts, examine, discuss and vote on the financial statements for the fiscal year ended on decemeber 31, 2023;
  2. Discuss the allocation of net income for the fiscal year ended on December 31, 2023;
  3. Define the amount of overall annual compensation for Company management for the 2024 fiscal year;
  4. Elect members of Fiscal Council and their respective alternates; and
  5. Define the compensation for the Fiscal Council members for the 2024 fiscal year;

At the Extraordinary General Meeting:

  1. Approval of the proposal of reverse split of all common and preferred shares issued by the Company, both in the proportion of 10 shares of each type to 1 share of the same type
    ("Reverse Split");
  1. Approval of the amendment to Article 5 of the Company's Bylaws to reflect the Reverse Split;
  2. Ratification of the appointment and engagement of the specialized company Meden
    Consultoria Empresarial Ltda. ("Meden") as the company responsible for preparing the appraisal reports, at book value, of the net equity of Oi Serviços Financeiros S.A. ("Oi Serviços Financeiros") and of Pointer Networks S.A. ("Pointer" and, whenever jointly with Oi Serviços Financeiros, all companies 100% controlled, directly or indirectly, by the Company, named
    "Merged Companies"), to be merged with and into the Company's shareholders' equity (jointly, the "Appraisal Reports");
  3. Approval of the Appraisal Reports prepared by Meden, for purposes of merging the Merged Companies with and into the Company;
  4. Approval of the Protocols and Justification for the Merger of Oi Serviços Financeiros ("Oi Serviços Financeiros Protocol") and of Pointer ("Pointer Protocol") with and into the Company, including all attachments (jointly, "Protocols and Justification of Merger"), which establishes the terms and conditions of the merger of the Merged Companies;
  5. Approval of the proposed mergers of Oi Serviços Financeiros and Pointer with and into the Company, pursuant to the provisions of the Oi Serviços Financeiros Protocol ("Oi Serviços Financeiros Merger") and of the Pointer Protocol ("Pointer Merger" and, whenever jointly with Oi Serviços Financeiros Merger, "Mergers"); and
  6. Authorization for the Company's management to practice all acts necessary to effect all the deliberations herein taken.

GENERAL INSTRUCTIONS

  1. The documentation and information relating to matters that are going to be deliberated at the AEGM Second Call are available at the Company's headquarters, in the Shareholders' Participation Manual and Management's Proposal, available on the Company's Investors
    Relations page (https://ri.oi.com.br/ ), as well as on the website of the Brazilian Securities Commission ("CVM") (https://www.gov.br/cvm/pt-br ) pursuant to CVM Resolution No. 81/22, and at B3 S.A. - Brasil, Bolsa, Balcão ("B3") (https://www.b3.com.br/pt_br/ ).
  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 AEGM called herein, pursuant to paragraph 3 of article 12 of the Company's Bylaws and paragraph 1 of article 111 of the Brazilian Corporate
    Law, and shall always vote jointly with the common shares.
  3. Pursuant to the sole paragraph of article 49 of CVM Resolution 81, voting instructions received through the Distance Voting Bulletin ("BVD") sent by the shareholders at the time of AEGM First Call will be treated normally.

4. The participation of the shareholders in the AEGM Second Call via digital platform may be in person or through an attorney-in-fact duly appointed pursuant to Article 126 of the Brazilian Corporate Law and Article 28, paragraphs 2 and 3 of CVM Resolution 81, in which case the Shareholders may: (i) simply take part in the AEGM Second Call, whether the Shareholders have sent the BVD at the time of the First Call of the Meeting or not; or (ii) participate and vote at the AEGM Second Call, observing that, with regard to the shareholder who has already sent the BVD and wish to vote at the Meeting by the Digital Platform, their voting instructions received through the BVD shall be disregarded.

A. Digital Meeting

  1. The Shareholders or respective attorneys-in-fact who wish to participate in the AEGM Second Call via Digital Platform shall use the registration validated at the time of the AEGM First Call.
  2. Those who did not register at the time of the first call of the AEGM or who had their registration reproved shall access the specific website of the meeting, at the addresshttps://assembleia.ten.com.br/468147833, fill in their registration and attach all necessary documents for their qualification to participate and/or vote in the AEGM Second Call, as detailed below and in the Management Proposal, by May 08, 2024("Accreditation").
  3. Detailed information on the access to the Digital Platform and rules of conduct to be adopted in the AEGM Second Call are stated in the Shareholders' Participation Manual and Management's Proposal, available on the websites indicated in item 1 of the General
    Instructions above.
  4. The participation in the Digital Meeting shall be limited to the Shareholders, their representatives or attorneys-in-fact, as the case may be, who (i) have their registration validated at the AEGM First Call, or (ii) perform the Accreditation, in the form and within the term defined in this Participation Manual and Management Proposal, and, in any case, who enter the digital platform until the starting time of the Meeting.
  5. The Company emphasizes that the shareholder shall be exclusively liable to ensure the compatibility of its equipment with use of the digital platform "Ten Meetings". The Company shall not be liable for any difficulties in enabling and/or maintaining the connection and use of the Digital Platform that are beyond the Company's control.

A.1. Documents Required

10. The following documents shall be required for Accreditation of the Shareholders:

  1. for Legal Entities: copies of the Articles of Incorporation or Bylaws or Articles of Association (as appropriate) and minutes of the election of the Executive officers that include the election of the legal representative(s) attending the Meeting;
  2. for Individual: copies of identity document and CPF of the Shareholder; and
  3. for Investment Funds: copies of the regulations of the Fund and copies of the Bylaws or Articles of Incorporation of the Fund's manager, as well as minutes of election of the legal representative(s) attending the Meeting.
  1. In addition to the documents indicated in (i), (ii) and (iii), as the case may be, when the Shareholder is represented by an attorney-in-law, they shall send, together with said documents, the respective power of attorney, with special powers, as well as copies of the ID(s) and minutes of election of the legal representative(s) who signed the power of attorney, proving the representation powers, in addition to the ID and CPF of the proxy in attendance.
  2. The Shareholder who takes part in Fungible Custody of the Accredited Shares of Stock Exchanges who wishes to take part in this Meeting via digital platform shall submit a statement issued within two (2) business days prior to the holding thereof, containing their respective share interest, provided by the custodian body.
  3. Oi will not require compliance with formalities for signature certification, authenticated copies, apostille and sworn translation of the abovementioned documentation.

A.2. Accreditation Confirmation

14. After sending all documents proving the qualification, the Shareholder or attorney-in- fact, as the case may be, will receive confirmation of the Accreditation to participate in the AEGM Second Call. In case the Shareholder does not receive the Accreditation confirmation, they must send an email to invest@oi.net.br,up to three (3) hours in advance of the start time of the AEGM Second Call. Pursuant to Article 6, paragraph 3, of CVM Resolution 81, access to the Digital Platform of Shareholders who do not submit the necessary participation documents within the deadline set forth herein and as detailed in the

Shareholders' Participation Manual and Management's Proposal will not be allowed.

Rio de Janeiro, May 02, 2024.

Eleazar de Carvalho Filho

Chairman of the Board of Directors

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Oi SA em Recuperação Judicial published this content on 02 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2024 12:58:24 UTC.