Oi S A : Material Fact - EGM Request by shareholders
January 26, 2023 at 07:03 am
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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
MATERIAL FACT
Oi S.A. - In Judicial Reorganization ("Oi" or "Company"), in accordance with Paragraph 4 of Article 157 of Law No. 6,404/76 and the provisions of CVM Resolution No. 44/21, hereby informs its shareholders and the market in general that yesterday, at the end of the day, at market closing, it became aware of a request made by the shareholders Tempo Capital Principal Fundo de Investimento em Ações, Victor Adler and VIC DTVM S/A ("Petitioners"), holders of more than 1% of the Company's share capital, in which they presented, based on art. 123, sole paragraph, item "c" of the Corporate Law c/c Art. 1st, II and 2nd of CVM Resolution No. 70 of 2022, request to call, within 8 days, an Extraordinary General Meeting of the Company to resolve on the following matters:
"I. Amendment of Article 22 of the Company's Bylaws, to reduce the number of Board of Directors members to 7 (seven) up to 9 (nine) full members;
II. Dismissal of the Company's Board of Directors;
In case of approval of item (II) above, the election of the members of the Board of Directors, with a unified mandate of 2 (two years) from the election."
The Company informs, however, that the Petitioners did not provide all the documents necessary for calling the required Extraordinary General Meeting, such as, the details of the proposal regarding the matters indicated in items II and III above. Indeed, the request does not include the names of the members that the Petitioners intend to appoint to the Company's Board of Directors, nor is it accompanied by (a) a declaration signed by each one containing their complete qualification; (b) complete description of their professional experience, mentioning the professional activities previously carried out, as well as professional and academic qualifications; and (c) information on disciplinary and final judicial proceedings in which the person has been convicted, as well as information, if applicable, on the existence of hypotheses of impediment or conflict of interests provided
for in Article 147, Paragraph 3 of the Corporate Law, as provided for in the Company's Bylaws and in CVM Resolution No. 81/22.
The Company will ask Petitioners to supplement their application with pending information and documents. As soon as they are received, the Company's Board of Directors will take the appropriate measures to regularly process the request by said shareholders.
Additionally, the Company informs that it received yesterday an Official Letter B3 176/2023-SLS, of 01/25/2023, from B3 S.A. - Brasil, Bolsa, Balcão ("B3"), regarding fluctuations observed with the securities issued by it, the number of trades and the volume traded, having presented on this date, concomitantly with this Material Fact, a supplementary response to the same.
The Company will keep its shareholders and the market informed of any development regarding the subject matter of this Material Fact.
Rio de Janeiro, January 26, 2023.
Oi S.A. - In Judicial Reorganization
Cristiane Barretto Sales
Chief Financial and Investor Relations Officer
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Oi SA em Recuperação Judicial published this content on 26 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 January 2023 12:02:04 UTC.
Oi SA em Recuperacao Judicial, formerly Oi S.A., is an integrated telecommunications service provider in Brazil. The Company is a switched fixed-line telephony services (STFC) concessionaire. It is engaged in the provision of STFC as a local and intraregional long-distance carrier. Its segments include Residential Services, Personal Mobility, and SMEs/Corporate. It offers a range of integrated telecommunications services that include fixed and mobile, broadband, pay television (TV), data transmission and Internet provider services. The Company's Residential Services segment is focused on the sale of fixed telephony services, including voice services, data communication services (broadband), and pay TV. The Personal Mobility segment is focused on the sale of mobile telephony services to subscription and prepaid customers, and mobile broadband customer. The SMEs/Corporate segment includes corporate solutions offered to its small, medium-sized, and large corporate customers.