Oi S A : 3Q19 Conference Call Presentation

RESULTS

3Q19

Rio de Janeiro, December 2, 2019

IMPORTANT NOTICE

This presentation contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and the applicable Brazilian regulations. Statements that are not historical facts, including statements regarding the beliefs and expectations of Oi S.A. - under Judicial Reorganization ("Oi" or "Company"), business strategies, future synergies, cost savings, future costs and future liquidity are forward-looking statements.

The words "anticipates", "intends", "believes", "estimates", "expects", "forecasts", "plans," "aims" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. There is no guarantee that the expected events, tendencies or expected results will actually occur. Such statements reflect the current views of the Company's management and are subject to a number of risks and uncertainties. These statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, corporate approvals, operational factors and other factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations. All forward-looking statements attributable to the Company or its affiliates, or persons acting on their behalf, are expressly qualified in their entirety by the cautionary statements set forth in this notice. Undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made.

Except as required under the Brazilian and U.S. federal securities laws and the rules and regulations of the CVM, the SEC or other regulatory authorities in other applicable jurisdictions, the Company and its affiliates do not have any intention or obligation to update, revise or disclose any changes to any of the forward-looking statements herein in order to reflect current or future events or their developments, changes in assumptions or changes in other factors affecting the forward-looking statements herein. You are advised, however, to consult any further disclosures the Company makes on related subjects in reports and communications that the Company files with the CVM and the SEC.

2

Revisiting our strategic plan

Leadership in fiber and infrastructure, shareholder value creation and pursuit of strategic options for the future.

Our past

Revenue has high exposure to declining services and products.

• Copper (voice and broadband)
• Dth
• Regulated services
• Prepaid

Our future

Business migration to high- value added services

• FTTH
• B2b (Corporate & SME)- Focus On integrated solutions & ict
• Iptv and ott
• Provider of transport network and 5g infrastructure
• Mobile value increase and Postpaid growth

To get there

Our future depends on the execution of the strategic plan, supported by 3 pillars:

1. strategic initiatives
2. • Great Fiber acceleration aiming to compensate the Copper decline.
   • Continuity of Mobile's Growth Strategy.
3. Funding
4. • Sale ofnon-strategic assets ongoing.
   • Fund raising process in progress.
   • PIS / COFINS tax credit already being used
5. Simplification and Cost reduction
6. • Projects are being implemented and financial impacts are already expected in 2020.

3

3Q19 Results - Highlights (Brazil)

3Q19 Highlights

3.6	homes passed (HPs) with fiber (FTTH) at the end of September
million	HPs are expected to reach 4.6 million in 2019 and 16 million in 2021.
11.4	of homes connected (HC) over homes passed (HPs) with fiber in September
%	We closed the quarter with 408,000 customers connected to FTTH, up 72% from 2Q19.
36	market share of net adds in postpaid in 3Q19
%	Second-highest share of net adds in the market in the period. From January to August 2019, Oi reached 1.1 million net adds in the
postpaid segment.
13.8	year-on-year growth in postpaid customer revenues
%	Strong base growth translates into accelerated revenue increase in the postpaid segment, adding value to the Mobile operation
192	IT contracted revenue year-on-year growth, contributing to the total Corporate segment revenue
	growth

• IT revenues are one of the main growth drivers of the corporate segment, due to itshigh-value added products.

4

3Q19 Results - Residential (Brazil)

Fiber operational and financial indicators in line with planned, CONFIRMING THE EXECUTION OF THE STRATEGY AIMED AT REPLACING LEGACY COPPER REVENUES.

Homes passed with fiber

Thousand

+3,223		+1,515

				3,588	3,973
		1,657	2,458
	1,178
750
3Q18	4Q18	1Q19	2Q19	3Q19	Oct-19
22	27	38	59	73	76

# Municipalities

Homes connected with fiber

Thousand

+433+251

2019 fiber revenues
R$ million
			4.2x
Jan Feb	Mar	Apr	May	Jun	Jul	Aug	Sep

2019 copper + DTH revenues
R$ million	Copper Voice

Residential revenues

R$ million
	-13.5%
2,084
		1,803
1,043	-25%	786
596	-16%	500
435	+1%	438
11	638%	78
3Q18		3Q19

Cooper voice

Cooper BB

DTH TV Fiber

488

408

237

Copper BB

DTH TV

-11%

Contracted revenue

R$ million

Copper + DTH

Fiber

55	92	145
3Q18	4Q18	1Q19	2Q19	3Q19	Oct-19
7,4%	7,9%	8,7%	9,7%	11,4%	12,3%
Take-up %

Jan Feb Mar Apr May Jun Jul Aug Sep

-51
10M 2018	10M 2019

+42

10M 2018

10M 2019

5

3Q19 Results - Fiber

Cities with fiber already showing significant improvement on all broadband indicators.

Tenha a internet que

conecta o Rock in Rio na sua casa. #OiFibraEuQuero

FTTH penetration per cohort (%)

New homes passed recorded a take-up rate over 13% two months after construction.

13.113.1

11.8	11.8	11.5		10.7
	10.6	10.1

Oct 2018

Apr 2019

Jan 2019

July 2019

M1

M2

M3

M4

M5

M6

M7

M8

M9

M10

M11

Broadband sales Mix

Fiber (76 cities until October)

Copper (4.6 thousand cities)

12%	23%
	42%
		61%
			71%
88%	77%
	58%
		39%
			29%
1Q19	2Q19	3Q19	Oct R	Nov E

Broadband customer base

In the 52 cities with fiber, FTTH base growth virtually offsets the large drop in copper...

Broadband ARPU (R$)			Broadband revenues (base 100)
...In addition to strong
... Contributing to year-on-year revenue growth in
demand, fiber ARPU is	cities with fiber.
higher than copper ARPU...	100					100 100 101
	99	98	98	99

Cities without fiber

-14.5%

3Q18

3Q19

Cities with fiber

-3.6%

3Q18

3Q19

97	97
	93	93 94

+57%		98	95
		94			94
				91	90			92
				88		89	87
									86
			52 cities with fiber
			Cities without fiber						83
Copper	Fiber	Sept 18	Nov 18 Jan 19 Mar 19	May 19	July 19	Sept 19

6

3Q19 Results - Personal Mobility (Brazil)

Mobility revenue reversal trajectory continues, with positive results in postpaid and better than market average performance.

POSTPAID

The successful migration of customers from prepaid to postpaid

resulted in a 36% share of net adds in the quarter...

Customer base		Customer base
Thousand

PREPAID
Despite a highly competitive and shrinking market,
we managed to increase our market share.
Market share (%)
Oi	Oper 1	Oper 2	Oper 3

2019 share of net adds (ex-M2M)

%		52%
36%
	14%
			-7%
Oi	Oper 1	Oper 2	Oper 3

1,678

(+22.8%)

7,355	8,533	9,032
3Q18	2Q19	3Q19
10.5%	11.4%	11.7%

Market share

Net adds 2019						27.5						27.4
				26.0
Million																	25.8
								25,726
															25.0
																							21.1
				-1.20										20.1
-1.46
					-2.22
				-2.34
		Oi	Oper 1 Oper 2	Oper 3
		2017			2018	1Q19	3Q19		3Q19
												Mobility

... consolidating the upward trend of postpaid revenues and the improvement in the mix of mobile revenues.

Growth in postpaid revenues offsets the decline in the prepaid segment, sustaining the reversal of personal mobility revenues.

Market share² (%)

Mobile customer revenues¹

Postpaid Revenue trends¹

yoy %			11,5%	13,8%
				9,3%
			1.0%
-5.7%
3Q18	4Q18	1Q19	2Q19	3Q19

Revenue mix¹		Postpaid
%
	Prepaid

47%	52%	53%
52%	47%	46%
3Q18	2Q19	3Q19

Oi	Oper 1		Oper 2	Oper 3
31.0				31.3
25.7				25.0
24.4
			24.0
16.9				17.3
2017	2018	1Q19	2Q19	3Q19

R$ million

-0.2% +2.1%

1,.670	1.,633	1,.667
3Q18	2Q19	3Q19

1- Customer revenues exclude interconnection revenues and handset sales. | 2 - Ex M2M	7

3Q19 Results - B2B (Brazil)

Corporate revenue grows and already captures the first results of the strategic plan execution.

corporate net revenues

R$ million
	+0.9%
770	777
3Q18	3Q19

SME's net revenues

R$ million
	-21.2%
428
	337
3Q18	3Q19

New positioning - Oi Solutions	Contracted revenues		Other
+	Integrator and provider of telecom and ICT¹ Solutions.	R$		IT

• Strategy of bringing complete solution to corporate clients.

Comprehensive portifolio of Corporate ICT Solutions		43%	9%
chain								-5%
			Equipment resale				27%
value	Solutions		Professional services
Integration		Outsourcing
customer							106%	41%
IT	Cloud/Datacenter	Collaboration/Omnichannel	3Q18	2Q19	3Q19
Big Data/Analytics	IoT
Products
Cybersecurity	Managed Services
on						Net revenues mix	Other
Impact	Connectivity		M2M Platforms		SIP
		IT
	digital		SD-WAN		Fiber (GPON)
	solutions		WI-FI 3.0
+	Partnership with startups and IT consolidated players
+	Experienced NOC, SOC and IT infrastructure management	89%	88%	85%
SMEs strategy based on Fiber
+	Repositioning based on Fiber strategy and development of	11%	12%	15%
	segment specific offers.				3Q18	2Q19	3Q19

1.Information and Communications Technology

8

3Q19 Results - Wholesale (Brazil)

WHOLESALE: STRATEGY FOCUSED ON UNREGULATED MARKET LEVERAGING INFRASTRUCTURE LEADERSHIP AND OFFERINGS FOR GROWING DEMANDS.

REGULATED REVENUES

R$ million			-36.3%
		378		241

9M18 9M19

Impacted by -50 million mediation with partner provider in 2019

Unregulated REVENUES

R$ million

+3.2%

Expand opportunities to unlock maximum potential from unregulated fiber

market by leveraging non-replicable infrastructure...

IP Connections(Fiber to the ISP - FTTISP)

• Focus on ISPs with differentials of better network latency and resiliency, larger reach and local presence.

Fiber to the Tower (FTTTower)

The capillarity and availability of Oi's fiber optic

network are fundamental to support the exponential

Net revenues mix

Regulated

Other revenues

Unregulated

51%2017 49%

501516

9M18 9M19

Infraestructure rental REVENUES

R$ million

growth of data and video traffic in 4.5G and 5G

Infrastructure monetization

• Offering a unique and robust backbone / backhaul transport network (Fiber to the City - FTTCity)

Oi Franchises

Capillarity - franchise model complementary to the

4%

2018

56%

40%

Opex reducer			+11.8%
					711
635
		9M18		9M19

transport network infrastructure

Flexibility - meets the different characteristics and

dimensions of business partners

Readiness - franchise areas selected to monetize Oi's

available assets (lower capex and better time to

Market)

32%

9M19

68%

9

3Q19 Results - Capex

Company's CAPEX is in line with its strategic plan, focused on deploying homes passed with fiber (HPs) and refarming of 1.8 Ghz sites to 4g and 4.5g.

CAPEX

R$ million | Brazilian operations

				+46.1%
				5,.835
			3,.992
	+37.1	+0.2%
	2,.057	2,.060
1.,502
3Q18	2Q19	3Q19	YTD18	YTD19

HPs deployed (thousand)

Quarter	YTD	3,588
# Cities
	2,458
1,657
	801	1,130
480
1Q19	2Q19	3Q19
38	59	73

Refarming 4G & 4.5G sites - 1.8 Ghz (2019)

Quarter YTD

3,534

2,976

2,541

635	435	558
1Q19	2Q19	3Q19

10

3Q19 Results - Structural fronts: cost control with operational efficiency

Operational efficiency and digitization initiatives reflect in cost savings, helping to fund the revenue transition period to fiber.

OPEX

R$ million - Brazilian operations

		-104 million			-30 million
		(-2.6%)			(-0.7%)
3,977
						+74	3,947
	-50	+6			+47	3,873
	-37
			-37
				-33
3Q18	PersonnelInterconnection	Third	Network	Rent &	Other	Marketing	3Q19
		Party	Maintenance	Insurance

Routine EBITDA

R$ million - Brazilian operations

				4.5 -
EBITDA			5.0 bn
Margin
			3,454
1,454	1,208
	1,008
3Q18	2Q19	3Q19	2019YTD	2019E
26.8%	23.9%	20.3%	22.9%

1- Network maintenance and infrastructure leasing expenses

11

3Q19 Results - Structural fronts: digitalization

Operational simplification and cost reduction actions initiated in 2019 will have positive impacts already in 2020.

Sales, Mktg &

Customer

Service

Process and

Organization

Business

Support

IT

Network and

Operations

• Portfolio Simplification - Migration to Flat Rate Plans;
• Reduction of legacy portfolio proactive selling actions;
• Digital sales channel acceleration
• Simplification Project with support of Visagio Consulting ;
• Financial functions centralized under the new CFO;
• Creation of an executive leadership position for Business Support and Operational Efficiency.
• Supply-Chain,Energy, Logistic, Business Management and Infrastructure;
• Back-officereduction through automation and BPO extension;
• Energy Efficiency Initiatives with own generation and renegotiations.
• Reduction / Interruption of IT legacy projects;
• Development of New IT Stack for Fiber Operations;
• Elevating Digital Initiative to company wide effort.
• Optimization and decommissioning of Legacy Networks (copper, DTH);
• Accelerated costumer migration to fiber;
• Capex and Opex readjustment as a consequence of reduction of legacy sales efforts.

Estimated Impact

Targets per selected

2020 (annual base)

metrics

+46 pp

+23 pp

R$ 150 - 200 M

% Fiber in broadband

% of residential base

activations

inflat rate1

-20%

+14 pp

R$ 100 - 150 M

Call Volume in human

% of digital

Customer Service

invoices

-1,8 pp

-12%

R$ 150 - 300 M

Bad debt as %

Energy cost

of revenues

per MWh

+26 pp

-1 pp

R$ 100 - 200 M

% of Agile IT projects

% of repairs by FTTH

customer base

R$ 150 - 200 M

+37 pp

-3 pp

% of fiber technical support

% of repeated

through digital channels

technical calls

Current		2020 EOY	12
(3Q19)

3Q19 Results - Structural fronts: Cash and Debt Management

Financing alternatives evolving as planned. Cash flow and debt in line with the strategic plan.

Status of Non Core Asset Sales

• Unitel: expected to be concluded in 2019.
• OtherNon-Core: ongoing processes.
• Real State: awaiting final dispatch from Anatel after successful due diligence for the Polidoro building in RJ, for an estimated value of R$ 120 MM. Focus on the sale of 5 non-reversible assets, in the estimated amount of R$ 300 million, over the next few months.
• PIS/COFINS: all credits recognized and approved. Total of R$ 3.1 billion with expected realization of R$ 100 million per month, already in progress.

Cash Flow
R$ million			-1,104 million
	+1,008
4,296
			+167		+203		3,192
		-2,060		-329		-92
Cash	Routine	Capex	Working	Payment to	Judicial	Financial	Cash
June 19	EBITDA		capital	creditors	Deposits	operations	Sept 19
					+ Taxes

Status of Funding Activities

1. Structuring potential issuance of guaranteeddebt in the amount of R$ 2.5 billionas allowed by the Judicial Recovery Plan.
2. 1. US$ 600 millionBridge loan negotiation ongoing, with US$ 400 millionfirm commitment

1. Negotiation process for a credit line linked to the purchase of equipment up toR$ 2.0 billionas provided in the Judicial Recovery Plan.

Debt (fair value)

R$ million

+1,037 million

	+399	+683	+228		+112	17,905
16,868			-385
							14,713
Gross debt	Interest	FX	Fair value	Interest	Other	Gross debt	Net debt
June 19		variation	amortiz.	amortiz.		Sept 19	Sept 19

13

3Q19 Results - Transformation Strategic Plan

TO CREATE THE FUTURE OI, OUR FOCUS IS ON STRATEGY, IMPLEMENTATION AND INVESTMENT CAPACITY.

Cash/investments

• Sale ofnon-core assets (around R$ 8.0 billion);
• PIS/COFINS (around R$ 3.1 billion); and
• Debt issue and equipment financing (R$ 2.5 - 4.5 billion).

Strategic initiatives

• Pursuit of FTTH leadership;
• Corporate and B2B new focus;
• Acceleration of wholesale growth;
• Maintain and increase our mobile value;
• Fiber expansion through partnerships;
• Migration from DTH to IPTV and Oi Play;
• Copper cost reduction and optimization;
• Proactive approach to regulation.

Efficiency and simplification

• Structural cost reduction and digitalization programs in five fronts: Sales & Marketing; IT; Organizational Processes; Procurement; and Network.
• Target of R$ 1.0 billion reduction in annual costs

People and management

• Transformation Management Office in place;
• Leadership changes to accelerate execution;
• Best company to work for.

Customer experience

• Assertive communication in different channels;
• Purchase, usage andpost-sales experience;
• Focus on digital and human customer service;
• Fair and simple offers.

Digital company

• AI, agility, DevOps, big data, data analysis, squads, microservices andself-service;
• Company wide effort
• Much more than technology.

Innovation

• Focus on the future even if Cannibalizing the past;
• Value added;
• Accelerator, startups and OITO innovation hub;
• Co-brandingand strategic alliances.

Excellence

• Quality Governance;
• Planning, metrics and results;
• Successful resource allocation;
• Cross-functionalvision.

14

Additional Information

Summary chart of the main financial and operational indicators

15

3Q19 Results - Financial Highlights (Brazil)

Main financial indicators

R$ million

1 - Excludes handset and interconnection revenues;	16

3Q19 Results - Operational Highlights (Brazil)

Main financial indicators

In thousands of RGUs

17

Investor relations

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www.oi.com.br/ri