Oi S A : Material Fact - Transaction Agreement entered into with Anatel (110 Kb)

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

Transaction Agreement entered into with Anatel

Oi S.A. - In Judicial Reorganization ("Oi" or the "Company"), in compliance with article 157, paragraph 4, of Law No. 6,404/1976 and the provisions of CVM Instruction No. 358/02, informs its shareholders and the market in general that, on November 27, 2020, entered together with Telemar Norte Leste S.A. - In Judicial Reorganization ("Telemar") and OI Móvel S.A. - In Judicial Reorganization ("Oi Móvel"), on one side, and the Agência Nacional de Telecomunicações ("Anatel"), on the other, represented, in the referred act, pursuant to the Law, by the General Attorney - AGU, a Transaction Agreement on non-tax debts of the Oi Group with Anatel, enrolled as an overdue tax liability debt up to the date of execution of the Transaction Agreement, in the total amount of R$14,333,922,589.20 (fourteen billion, three hundred and thirty-three million, nine hundred and twenty-two thousand and five hundred and eighty-nine reais and twenty cents), under the terms of Law nº 13,988/2020, already including all applicable fines, charges and default interest.

In accordance with the terms of the Transaction Agreement, Anatel granted the Oi Group, in a non-revocable and irreversible form, a discount of 50% on the amount of each of the consolidated debts, respecting, in accordance with the law, the discount to the amount of the principal owed, so that the total debt to be paid by the Oi Group is R$ 7.205,518,845.30 (seven billion, two hundred and five million, eight hundred and forty five reais and thirty cents), updated to the month of November 2020, in 84 months. The Transaction Agreement also establishes that the 32 (thirty-two) initial installments will be paid through the conversion into income, in favor of the Federal Government, of judicial deposits made by the Company and linked to the guarantee of the traded debts, maintaining the bank guarantees presented by the Company in the lawsuits, still in force, for the agreed term.

The Transaction Agreement fulfills the provisions of Clause 4.3.4 of the Company's original Judicial Reorganization Plan - JRP, with the adjustments provided for in Clause 6.5 of the Amendment to the Judicial Reorganization Plan, both approved by the General Meeting of Creditors and ratified by the 7th Corporate Court of Rio de Janeiro.

1594211v3

Through the payment of the installments, Anatel grants the Oi Group a wide, complete, general, reasonable and irrevocable discharge in relation to the amounts discussed and pending between the parties and/or object of the tax executions, as listed in the Transaction Agreement.

Also, according to the Amendment to the Judicial Reorganization Plan, the Transaction Agreement establishes the possibility of renegotiating its terms and conditions in the event of supervening legislation and regulations that provide for more beneficial conditions than those established in the agreement.

The Transaction Agreement represents the fulfillment an important stage of Oi's Judicial Reorganization Plan, allowing the termination of a large number of judicial proceedings, as well as eliminating the legal insecurity that these disputes represented for the Company.

Rio de Janeiro, November 27, 2020.

Oi S.A. - In Judicial Reorganization

Camille Loyo Faria

Chief Financial and Investor Relations Officer

1594211v3