Oi S A : AEGM (Mai 12, 2023) - Manual and Management Proposal

ANNUAL AND EXTRAORDINARY

GENERAL MEETING

(Second Call)

MANUAL FOR PARTICIPATION AND

MANAGEMENT PROPOSAL

MAY 12, 2023

RIO DE JANEIRO

TABLE OF CONTENTS

1		MESSAGE FROM MANAGEMENT
			INVITATION
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			PROCEDURES, GUIDELINES, DEADLINES AND POWER OF
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	ATTORNEY FOR ATTENDING THE GENERAL MEETING
4		PURPOSE, VISION AND CORE ATTITUDES
			HIGHLIGHTS
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			5.1 Transformation Strategic Plan;
		5.2	Our Team;
		5.3	Best Governance and Corporate Responsibility Practices;
		5.4	Board of Directors; and
		5.5	Compensation Strategy for our Officers
	6		MATTERS TO BE RESOLVED
7		CALL NOTICE
8		MANAGEMENT PROPOSAL

1. Information on candidates appointed to the Fiscal Council (Item 7 of the Reference Form);
2. Information on Officers compensation (Item 8 of the Reference Form);and
3. Initial Petition that instructed the request for Judicial Reorganization of the Oi Companies

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1. MESSAGE FROM THE MANAGEMENT

DEAR SHAREHOLDERS,

Given that the quorum for the Annual and Extraordinary General Meeting ("AEGM") of Oi S.A.

• In Judicial Reorganization ("Oi" or "Company") called for April 28, 2023, at 11:00 a.m. has not been reached, the Company's Management of Oi S.A. - In Judicial Reorganization ("Oi" or the "Company") hereby invites you to attend the next AEGM of the Company, to be held, in second call, on May 12, 2023, at 2:30 p.m ("AEGM Second Call"), exclusively digitally, through the digital platform Ten Meetings ("Digital Platform"), as detailed in the Call Notice and throughout this Manual.

• At the Annual General Meeting: (1) Analysis of management accounts for the fiscal year ended on December 31, 2022; (2) Define the amount of overall annual compensation for Company management; (3) Elect members of Fiscal Council and their respective alternates; and (4) Define the compensation for the Fiscal Council members
• At the Extraordinary General Meeting: Ratify the Company's request for Judicial Reorganization, filed by the Company on March 1, 2023, and its subsidiaries Portugal Telecom International Finance B.V., in Judicial Reorganization, and Oi Brasil Holdings Coöperatief U.A , in Judicial Reorganization before the 7th Business Court of the District of the Capital of the State of Rio de Janeiro, authorizing the Company's Management to take the necessary measures and perform the necessary acts related to the Judicial Reorganization, as well as ratifying all acts taken to this date.

In a quick review of 2022, we would like to point out that the Company completed important phases of a gigantic transformation process, undoubtedly the largest corporate transformation underway in the Brazilian economy. The sale of of its isolated production sites Ativos Móveis and InfraCo (V.tal) UPIs was concluded, and part of the Company's debts were settled, including its debt with BNDES of around R$ 5 billion. In the year, the Company registered a significant reduction in operating expenses, at the same time that it positioned itself as the operator that has grown the most in the fiber segment among large companies..

Despite the advances made throughout 2022, as is public knowledge, Oi, together with its subsidiaries Portugal Telecom International Finance B.V., under Judicial Reorganization, and Oi Brasil Holdings Coöperatief U.A., under Judicial Reorganization ("Applicants"), filed for Judicial Reorganization with the 7th Business Court of the District of the Capital City of the State of Rio de Janeiro, on an emergency basis and ad referendum of the Company's General Shareholders Meeting last March 1, the processing of which was granted on March 17.

Processing the Judicial Reorganization is a important step towards the financial restructuring and long-term sustainability of the Company and its subsidiaries, and will allow the Company to continue its business, seeking new clients, continuing to operate and maintain its networks and services and to serve its user base. Oi's entire workforce will continue to operate normally, with its commercial, operation and administrative activities.

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It is important to note that, Oi reached an agreement with its major financial creditors for an extra- bankruptcy financing to finance the Company's short-term operations, and it continues negotiating the definitive documents to implement the restructuring of its long-term financial debt, in addition to support the judicial reorganization plan to be submitted to the market.

Oi has confidence in its operating and commercial capacity to approve a judicial reorganization plan that allows the Company and its subsidiaries to gain value maintain a high level of service to its customers. We are also thankful for the trust placed in Oi and its Management, and reaffirm our intention to continue to act in accordance with high ethical standards, integrity, practicing the principles of transparency, fairness, accountability and corporate responsibility.]

Finally, we would like to emphasize that, in order to make it easier for investors to understand the matters to be resolved, we maintained the format of a single document including the information of the Shareholders Participation Manual, additional explanations on matters to be voted and the Management Proposal, which are now restated in the same we have made available to the Company's AEGM called for April 28, 2023, at 11:00 a.m.

Sincerely,

RODRIGO MODESTO DE ABREU	ELEAZAR DE CARVALHO FILHO
Chief Executive Officer	Chairman of the Board of Directors

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2. INVITATION

ANNUAL AND EXTRAORDINARY GENERAL MEETING OF

OI S.A. - IN JUDICIAL REORGANIZATION

DATE	TIME
MAY 12, 2023	2:30 p.m.

https://www.tenmeetings.com.br/assembleia/portal/?id=D64

E904B0602

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