Oi S A : EGM 01/27 - Protocol and Justification of the Merger of Oi Movel

PROTOCOL AND JUSTIFICATION OF THE MERGER OF OI MÓVEL S.A. - IN JUDICIAL REORGANIZATION WITH AND INTO OI S.A. - IN JUDICIAL REORGANIZATION

OI MÓVEL S.A. - IN JUDICIAL REORGANIZATION, privately held company, with head office in the City of Brasília, Federal District, in Setor Comercial Norte, Quadra 03, Bloco A, Edifício Estação Telefônica, térreo, parte 2, CEP 70.713-900, taxpayer identification (CNPJ/ME) number 05.423.963/0001-11 and with its corporate documents filed with the Federal District Board of Trade ("JUCIS-DF") under NIRE number 5330000698-9, herein represented pursuant to its Bylaws ("Oi Móvel"); and

OI S.A. - IN JUDICIAL REORGANIZATION, a publicly-held company, with head office at Rua do Lavradio, 71, 2º andar - Centro, in the City and State of Rio de Janeiro, CEP 20230-070, taxpayer identification (CNPJ/ME) number 76.535.764/0001-43 and with its corporate documents filed at JUCERJA under NIRE number 3330029520-8, herein represented pursuant to its Bylaws (hereinafter referred to individually as "Oi" and, jointly and indistinctly with Oi Móvel, the "Parties"),

WHEREAS:

1. Oi Móvel is a corporation with 100% of its shares held by Oi, which, in turn, is a publicly-held company;
2. Oi and Oi Móvel are engaged in the exploration of telecommunications services and activities necessary or useful for the execution of these services, in accordance with the concessions, authorizations and permissions granted to them, among other activities contained in their bylaws;
3. the Parties are undergoing a judicial reorganization process, together with other companies controlled, directly or indirectly, by Oi (all, jointly as, "Companies in Judicial Reorganization"), and their Consolidated Judicial Reorganization Plan was approved at the General Meeting of Creditors on December 20, 2017 and ratified by the 7th Corporate Court of the Judicial District of the State of Rio de
   Janeiro ("RJ Court") on January 8, 2018, as per decision published on February 5, 2018 ("Original PRJ");
4. the Original PRJ was later amended by a resolution approved by the General Creditors Meeting on September 8, 2020, which addition was confirmed by the RJ Court on October 5, 2020, as per the decision published on October 8, 2020
   (Original PRJ, as amended, "PRJ");
5. the PRJ established the adoption of a series of measures by the Companies in Judicial Reorganization, with the objective of overcoming their momentary economic and financial crisis, among which the carrying out of corporate reorganization operations with a view to optimizing operations and increasing the results of the Reorganized Companies and other direct and indirect controlled companies of Oi (all, together with the Companies in Judicial
   Reorganization, "Oi Companies"), as well as to obtain a more efficient and adequate structure for the implementation of the proposals foreseen in the PRJ and for the continuity of the activities of the Oi Companies;

1. the merger of Oi Móvel with and into Oi is expressly mentioned in Annex 7.1 of the PRJ as one of the corporate reorganization operations that may be carried out by the Companies in Judicial Reorganization and will contribute to achieving the purposes mentioned in the previous item; and
2. the unification of the Parties' operations, through the consolidation of the companies and the activities they develop, will bring considerable administrative and economic benefits, with the reduction of costs and generation of synergy gains for greater efficiency in the provision of services, contributing to Oi Companies achieve the goals set out in the PRJ.

The Parties resolve, in compliance with the provisions of articles 224, 225 and 227 of Law 6,404/76 ("Corporate Law"), to enter into this Protocol and Justification for the Merger of Oi Móvel S.A. - In Judicial Reorganization by Oi S.A. - In Judicial Reorganization ("Protocol and Justification"), aiming to regulate the terms and conditions applicable to the incorporation of Oi Móvel by Oi:

CLAUSE ONE - PROPOSED TRANSACTION AND JUSTIFICATION

1. Proposed Transaction. The transaction consists of the merger of Oi Móvel by Oi, with the transfer of the entirety of Oi Móvel's assets to Oi, which will succeed that on a universal basis, in all its assets, rights and obligations, so that Oi Móvel will be extinguished, pursuant to articles 227 et seq. of the Corporate Law. ("Merger").
2. Justification of the Merger. The purpose of the Merger is to consolidate the companies and the activities they develop into a single company, which will bring considerable administrative and economic benefits, with the rationalization of costs and synergy gains, for greater efficiency in the provision of services, contributing to that Oi Companies achieve the purposes mentioned in the PRJ.
3. Oi Móvel account balances. The balances of Oi Móvel's credit and debt accounts will be transferred to the corresponding accounts in Oi's accounting books, making the necessary adjustments. Furthermore, Oi Móvel's assets, represented by its assets and liabilities, will be transferred to Oi's equity, and Oi Móvel will be extinguished.

CLAUSE TWO - CRITERIA FOR EVALUATION OF OI MÓVEL'S NET EQUITY

2.1. Asset Valuation of Oi Móvel. Oi Móvel's equity was evaluated based on its book value, according to the analytical balance sheet prepared on the base date of September 30, 2021

("Base Date"). In compliance with the provisions of articles 226 and 227 of the Corporate Law, the specialized company Meden Consultoria Empresarial Ltda. ("Meden") was selected to carry out the valuation of the net assets of Oi Móvel, which will be incorporated by Oi. The choice and contracting of Meden shall be ratified and approved by Oi, as the sole shareholder of Oi Móvel, and by the shareholders of Oi, at the respective general shareholders' meeting. As provided for in the appraisal report in Annex I ("Equity Report"), the book value of Oi Móvel's shareholders' equity, on the Base Date, is BRL 1,073,718,901.02 (one billion, seventy-three million, seven hundred and eighteen thousand, nine hundred and one thousand reais and two cents).

2.2. Any changes in equity that occur at Oi Móvel between the Base Date and the effective date of the Merger will be absorbed and reflected in Oi's accounting.

CLAUSE THREE - OI MÓVEL 2ND ISSUANCE DEBENTURE HOLDER AUTHORIZATION

1. The Merger is authorized in the "Private Instrument of Indenture of the 2nd Simple
   Debentures Issuance, Non-Convertible into Shares, Type with Collateral, with Additional Personal Security, in a Single Series, for Private Placement, by Oi Móvel S.A. - In Judicial
   Reorganization", entered into between Oi Móvel, Fundo de Investimento em Direitos Creditórios Não-Padronizados Alternative Assets I ("Debenture Holder") and Oi, dated June 21, 2021 ("Oi Móvel 2nd Issuance Indenture"), provided that (i) the implementation of the precedent conditions provided for in the aforementioned Oi Móvel 2nd Issuance Indenture; or (ii) the Company has obtained the authorization of the Debenture Holder to carry out the Merger.
2. Therefore, if the Company has not implemented such precedent conditions by the Merger, the approval of the Merger will be subject to obtaining the Oi Móvel 2nd Issuance Debenture Holder authorization for the not implemented precedent conditions.
3. The Merger will not result in an increase or decrease in Oi's equity, considering that Oi holds 100% (one hundred percent) of Oi Móvel's share capital stock and Oi Móvel's equity is fully reflected in equity net of Oi as a result of the application of the equity method. For this reason, there will be no issuance of new shares by Oi to replace its current investment in Oi Móvel, with no exchange ratio. In view of the above, there will be no change to Oi's share capital or bylaws, nor any dilution for its shareholders as a result of the Merger.
4. The issuance shares by Oi Móvel held by Oi will be extinguished as a result of the Merger. There are no issuance shares of Oi held by Oi Móvel.

CLAUSE FOUR - APPROVAL BY THE GENERAL MEETINGS OF SHAREHOLDERS OF OI MÓVEL AND OI

4.1. General Meetings. For the approval of the Merger, Extraordinary General Meetings of Shareholders of Oi Móvel and Oi will be held, which will deliberate on the Merger.

CLAUSE FIVE - GENERAL PROVISIONS

1. Right of Withdrawal. Given that Oi Móvel has Oi as its sole shareholder, there will be no exercise of withdrawal rights as a result of the Merger.
2. Extinction of Oi Móvel. With the completion of the Merger, Oi Móvel will be extinguished and Oi, upon its succession, will absorb the assets, rights, obligations and responsibilities of Oi Móvel, which will even result in the assumption by Oi of the position of seller in the Share Purchase and Sale Agreement and Other Covenants relating to the sale of UPI Móvel and other documents relating to the sale of UPI Móvel.
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 Oi Móvel`s equity, assets and liabilities to Oi.

1. Survival of Valid Clauses. In case 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 will remain valid.
2. 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.
3. Signatures. The Parties acknowledge that this Protocol and Justification may be electronically signed by the Parties and witnesses, strictly producing the same legal effects as the physically signed copy, pursuant to Law No. 13.874/2019 and Decree No. 10.278/2020, and agree not to contest its validity, content, authenticity and integrity. The Parties also agree that this document may be signed in handwritten form, by electronic means, or both forms without distinction, even if through an electronic signature platform not accredited by the Brazilian Public Key Infrastructure (ICP-Brasil) and without digital signature certificate, pursuant to art. 10, § 2, of Provisional Measure No. 2200-2/2001.

In witness whereof, the parties hereto have executed this Protocol and Justification in four

1. counterparts of equal form and content and for one only purpose, together with two witnesses identified below.

Rio de Janeiro, January 04, 2022.

OI MÓVEL S.A. - IN JUDICIAL REORGANIZATION

_______________________________	_______________________________
Name: Rodrigo Modesto de Abreu	Name: Cristiane Barretto Sales
Position: Chief Executive Officer	Position: Finance Chief Officer

OI S.A. - IN JUDICIAL REORGANIZATION

_______________________________ _______________________________

Name: Rodrigo Modesto de Abreu	Name: Cristiane Barretto Sales
Position: Chief Executive Officer	Position: Finance and Investor Relations Chief
	Officer

Witnesses:

	_
Name:			Name:
CPF:			CPF: