Oi S A : MINUTES OF THE 311 MEETING OF THE BOARD OF DIRECTORS ON JANUARY 4, 2022

Oi S.A. - In Judicial Reorganization

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

Board of Trade (NIRE) No. 33.30029520-8

PUBLICLY HELD COMPANY

MINUTES OF THE 311 MEETING OF THE BOARD OF DIRECTORS

ON JANUARY 4, 2022

1. DATE, TIME AND PLACE: On January 4, 2022, at 3:00 p.m., by deliberative circuit under the terms of article 29, paragraph 1 of Oi S.A. - In Judicial Reorganization's ("Oi" or the "Company") Bylaws.

1. CALL NOTICE: Call notice made by individual messages to the Board Members, under the terms to article 28, paragraph 1 of the Company's Bylaws.

1. ATTENDANCE: All the members of the Board of Directors were present and signed below. Mr. Rodrigo Modesto de Abreu, Ms. Cristiane Barretto Sales, Mr. José Claudio Moreira Gonçalves, Mr. Rogério Takayanagi, Mr. Thalles Paixão, Mr. Carlos Eduardo Monteiro de Medeiros, Mr. David Tavares Nunes, Mr. Antonio Carlos Correa Neto, Mr. Arthur Jose Lavatori Correa and Ms. Daniella Geszikter Ventura, all representatives of the Company, also attended the meeting. Also present was Mr. Antonio Luiz Feijo Nicolau, representative of Meden Consultoria Empresarial ("Meden") and, when considering item 1 on the agenda, Mr. Alvaro Bandeira, representative of the Fiscal Council.

IV. MEETING BOARD: Chairman of the meeting: Mr. Eleazar de Carvalho Fillho;

Secretary of the meeting: Ms. Luciene Sherique Antaki.

1. AGENDA: (1) Merger, by the Company, of Oi Móvel S.A. - In Judicial Reorganization ("Oi Móvel" and "Merger", respectively); and (2) Issuance, by the Company, of the declaration required by Anatel for the Merger.

VI. RESOLUTIONS: After the meeting was installed by the Chairman of the Board, in relation to item (1) of the Agenda it was noted the presence of the representative of the Fiscal Council, Mr. Alvaro Bandeira, and of Mr. Antonio Luiz Feijo Nicolau, representative of Meden, responsible for the preparation of the appraisal report of Oi Móvel. Subsequently, the proposed Merger of Oi Móvel was discussed, which is one of the corporate reorganization operations set forth in the Judicial Reorganization Plan with a view to optimizing the operations and increasing the results of the Recovered Companies and of their other direct and indirect subsidiaries, as well as obtaining a more efficient and appropriate structure to implement the proposals set forth in the Plan and to continue the operations of the Oi Companies, as set forth in their Strategic Plan. As a result of the Merger, Oi Móvel will be extinguished and the Company will succeed Oi Móvel in all of its rights and obligations, and Oi Móvel's net assets, which total R$1,073,718,901.02 (one billion, seventy-three million, seven hundred eighteen thousand, nine hundred one reais and two cents), according to the appraisal report, at book value, prepared by Meden Consultoria Empresarial Ltda. ("Meden") as of September 30, 2021, will be incorporated to the Company's equity, without altering the value of its capital stock and also without diluting the Company's current shareholders. After clarifications provided by the Company's representatives, and, furthermore, having been agreed that (a) the Merger is provided for in the JRP; and (b) the Fiscal Council issued a favorable opinion to the Merger, the Board of Directors unanimously (i) ratified the

Oi S.A. - In Judicial Reorganization

Minutes of the 311 Meeting of the Board of Directors

On January 4, 2022.

appointment and hiring of Meden as responsible for preparing the appraisal report, at book value, of the net equity of Oi Móvel, to be incorporated into the Company's equity (the "Appraisal Report"); (ii) approved the Appraisal Report prepared by Meden, for purposes of the Merger; (iii) approved the Protocol and Justification of the Merger, including its appendix ("Protocol and Justification of the Merger"), which establishes the terms and conditions of the Merger (iv) authorized the Company's Executive Board to take all necessary measures to implement the Merger; and (v) approved the calling of an Extraordinary General Meeting of the Company to be held on January 27, 2022, to resolve on the Merger and all related documents, pursuant to the terms of the draft of the Call Notice made available, it being understood that the Merger is authorized in the "Private Instrument of Deed of the 2nd Issue of Simple Debentures, Non-Convertible into Shares, of the Species with Collateral, with Additional Guarantee, in a Single Series, for Private Placement, of Oi Móvel S. A. - In Judicial Reorganization", entered into among Oi Móvel, Fundo de Investimento em Direitos Creditórios Não-Padronizados Alternative Assets I ("Debenture Holder") and Oi, dated June 21, 2021 ("Deed of 2nd Oi Móvel Issue"), provided that (i) the conditions precedent set forth in the aforementioned Deed of 2nd Oi Móvel Issue are implemented; or (ii) the Company has obtained the authorization of the Debenture Holder to carry out the Merger. Thus, if the Company has not implemented such conditions precedent until the Merger, the approval of the Merger will be conditioned to obtaining the authorization of the 2nd Oi Móvel 2nd Issue Debenture Holder for the conditions precedent not implemented. The merger of Oi Móvel is also subject to the completion of certain procedures prior to the consummation of the Merger and, in any event, will be conditioned upon the publication by the National Telecommunications Agency (Agência Nacional de Telecomunicações, or Anatel) of the act transferring to Oi the SeAC concession held by Oi Móvel and the consolidation of the SCM concession with the SCM concession already held by Oi. Proceeding to the item (2) of the Agenda, the Board Members were informed that in the proceeding 53500.017376/2021-11, Anatel is evaluating the request for prior consent for the transaction that will result in the Merger. Analysis of Anatel's case law on similar cases, including those involving Oi, indicates the conditions that must be imposed by Anatel in the event that such consent is granted. In this regard, it is possible to foresee that, if the consent decree is granted, its effectiveness will depend on the publication in the Official Gazette of the transfer to Oi of the concessions held by Oi Móvel for the provision of the Multimedia Communication Service (Serviço de Comunicação Multimídia, or "SCM"), including the associated radio frequency authorizations, and the Conditional Access Service (Serviço de Acesso Condicionado, "SeAc"). In turn, the issuance and publication of such transfer of concessions are subject to (i) the conclusion of a tariff revision procedure for the STFC provided under the public system by Oi, in accordance with article 86, sole paragraph, section I of Law No. 9,472/1997 ("General Telecommunications Law" or "LGT") or, alternatively (ii) the submission of an express declaration by the Company to Anatel, duly approved by the General Shareholders' Meeting of the Company, whereby Oi (ii.a) recognizes and fully assumes the economic and financial risks associated with the result of the tariff revision procedure, including those arising from the uncertainty surrounding the process and the amounts to be established by Anatel, and (ii. b) waive its rights to an eventual restoration of the financial situation of the concession contract as a result of the tariff revision process, which will imply, at the extrajudicial level, the loss of the right to appeal administratively and to request arbitration, and at the judicial level, the resolution of the merit of the dispute by waiver of the right on which the action is based, pursuant to article 487, section III, line "c", of Law No. 13,105/2015 ("Code of Civil Procedure"). For information purposes, it is worth mentioning that the amount involved in the discussion which the Company proposes to waive by issuing the aforementioned statement is around R$266,000.00 (two hundred and sixty-six thousand reais), according to the information contained in the records of the tariff review proceeding in progress at

Oi S.A. - In Judicial Reorganization

Minutes of the 311 Meeting of the Board of Directors

On January 4, 2022.

Anatel. After the clarifications, the Board of Directors authorized the submission to the Extraordinary General Meeting to be held on January 27, 2022 of the proposal for the Company to issue the declaration required by Anatel for the Merger, as provided in the Oi Judicial Reorganization Plan.

VII. CLOSING: The supporting material relating to the item on the Agenda is kept on file in the Secretariat and on the Board's Portal. With nothing further to discuss, the Chairman declared the meeting closed, and these minutes were drawn up, read and approved. These minutes have been signed by the present members of the Board of Directors and by the Secretary. (a.a) Eleazar de Carvalho Filho (Chairman), Marcos Grodetzky, Roger Solé Rafols, Henrique José Fernandes Luz, Maria Helena dos Santos F. Santana, Paulino do Rego Barros Jr., Claudia Quintella Woods, Luís Maria Viana Palha da Silva, Armando Lins Netto, Mateus Affonso Bandeira and Raphael Manhães Martins.

This is a precise copy of the original minutes drawn up in the appropriate book.

Rio de Janeiro, January 4, 2022.

Luciene Sherique Antaki

Secretary of the Meeting

Oi S.A. - In Judicial Reorganization

Minutes of the 311 Meeting of the Board of Directors

On January 4, 2022.