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

NOTICE TO THE MARKET

Change in the Composition of the Company's Board of Directors and

its Advisory Committees

Oi S.A. - In Judicial Reorganization ("Oi" or "Company), pursuant to article 30, XXIX of CVM Resolution No. 80/2022, following the Material Fact of May 28, 2024, informs its shareholders and the market in general that, on this date, (i) Mr. Paulino do Rego Barros Jr.submitted his resignation from the positions of member of the Company's Board of Directors and coordinator of the Operations and Finance Committee; (ii) Mr. Armando Lins Nettosubmitted his resignation from the positions of member of the Company's Board of Directors, coordinator of the Strategy and Innovation Committee and member of the Audit, Risks and Controls Committee; (iii) Ms. Claudia Quintella Woodssubmitted her resignation from the positions of member of the Company's Board of Directors, member of the Strategy and Innovation Committee and member of the Audit, Risks and Controls Committee; and (iv) Mr. Marcelo Pavão Lacerdasubmitted his resignation from his position as an external member of the Strategy and Innovation Committee.

The Company expresses its deepest gratitude to Ms. Claudia Quintella Woods, Mr. Paulino do Rego Barros Jr., Mr. Armando Lins Netto and Mr. Marcelo Pavão Lacerda, for their dedication during their terms, acknowledging the contributions and significant achievements, in particular in the process of innovation and digital transformation of Oi, in the continuous improvement of the Company's internal controls and in the optimization of its capital structure, aiming at its long-term sustainability.

Also, in compliance with the provisions of Clause 7.3 of the Company's Judicial Reorganization Plan, approved at the General Meeting of Creditors and ratified by the 7th Corporate Court of the Capital District of the State of Rio de Janeiro on May 28, 2024 ("Plan"), pursuant to the sole paragraph of Article 30 of the Company's Bylaws and in accordance with Article 150 of Law nº 6.404/76, the Company informs that the Board of Directors (i) appointed, on this date, Messrs. Renato Carvalho Franco, Francisco Roman Lamas Mendez-Villamiland Paul Aronzonto replace the vacant positions on the Company's Board of Directors, whose inaugurations took place on this date and with immediate effect; (ii) decided to discontinue the Strategy and Innovation Committee; (iii) transferred Mr. Marcos Grodetzky from the People, Nominations and Corporate Governance Committee to the Operations and Finance Committee, assuming the position of coordinator; and (iv) appointed Mr. Renato Carvalho Franco and Mr. Francisco Roman Lamas Mendez-Villamil to join the People, Nominations and Corporate Governance Committee; Mr. Renato Carvalho Franco to join the Operations and Finance Committee; and Mr. Paul Aronzon and Mr. Francisco Roman Lamas Mendez- Villamil to join the Audit, Risks and Controls Committee.

Thus, the Audit, Risks and Controls Committee is now composed of the following members, all independent directors:

Members of the Audit, Risks and Controls Committee

  • Henrique José Fernandes Luz (Coordinator)
  • Marcos Grodetzky
  • Paul Aronzon
  • Francisco Roman Lamas Mendez-Villamil

The brief resumes of the three new members of the Board of Directors, of which two were appointed to the Audit, Risks and Controls Committee, are described in Annex I to this Notice, and are also available in item 7 of the Company's Reference Form.

The new Directors will remain in office until the election of new members of the Board of Directors at an extraordinary general meeting of the Company, pursuant to Clause 7.3.1 of the Plan.

Rio de Janeiro, June 07, 2024.

Oi S.A. - In Judicial Reorganization

Cristiane Barretto Sales

Chief Financial and Investor Relations Officer

Annex I

Resumes of the new members of the Board of Directors

Renato Carvalho Franco

Renato Carvalho Franco has more than 40 years of experience in management, finance, corporate restructuring and M&A. He is a founding partner of Íntegra Associados, having participated in several restructuring, interim management and mergers and acquisitions projects such as Samarco, Eternit, Renova Energia, Parmalat, Grupo Itaú (industrial area), Gradiente, Daslú, Infinity Bio-Energy, among others. He was a member of the boards of Telemig, Tele Norte, Telet, Americel, and Hopi Hari and President of TIW do Brasil, a subsidiary of Canada's Telesystem International Wireless - TIW. Mr. Franco was director of M&A at Bank of America in Brazil and superintendent of Mergers and Acquisitions at Unibanco, having participated throughout his career in several transactions such as Vale do Rio Doce, Philco, Batavo, Etti and Infinity-Bio Energy.

Mr. Franco is a member and former director of YPO - Young Presidents' Organization, former Chairman of the Board of Directors of TMA - Turnaround Management Association, and regularly coordinates and participates in seminars on turnaround and insolvency issues at universities in Brazil and abroad (Insper, Oxford, Sorbonne and Columbia). He is an Alumni of Harvard Business School (9 consecutive years of the YPO Gold Harvard Presidents' Program), Master's in International Management from the American Graduate School of International Business - Thunderbird, and a Bachelor's degree in Business Administration from Fundação Armando Álvares Penteado.

Paul Aronzon

Mr. Aronzon is a strategic financial consultant with extensive experience in successful exchange and tender offers, proxy contests, rights offerings, M&A (company and asset sales) and financing transactions, corporate reorganizations, corporate restructuring transactions and numerous successful dispute resolution matters, using mediation and various settlement processes.

Mr. Aronzon is the founder of PSA Consulting, LLC, where he currently provides financial and business advice and fiduciary services, including as an independent director, lead director, chairperson or special committee member on boards of directors for public/public reporting and private companies in a variety of industries. Mr. Aronzon is also currently affiliated with Arete Capital Partners providing similar services.

Formerly co-managing partner of Milbank's Los Angeles office and co-leader of Milbank's Global Financial Restructuring Group, he has over 40 years of experience as an attorney and lead advisor. He also served as the Executive Vice President at Imperial Capital and co-head of its Corporate Finance Group from 2006 to 2008.

Francisco Lamas

Graduated in Business Administration (E2) from ICADE and with an MBA from INSEAD, he has more than 30 years of experience in private equity, financial consulting, restructuring and M&A processes. Throughout his career, he worked for important companies in the national and international private market, such as Avon Brasil, Brasil Brokers, and Mckinsey.

Mr. Lamas is currently CRO and Member of the Board of Directors of NEXPE Participações. Previously, he held the position of CRO of Dentix (2020-2021) and Avon Brasil (2018), in addition to having served as Senior Advisor at CERBERUS (2013-2021), Director of Home Decor (2017) and as CEO and Director of Haya Real Estate (2013-2016). Between 2013 and 2018, he led several Private Equity Due Diligence initiatives in Europe and Latin America in various sectors.

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Oi SA em Recuperação Judicial published this content on 07 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 June 2024 23:57:03 UTC.