Oi em Recuperacao Judicial : Notice to Shareholders - New Terms - Capital Increase (288 Kb)

Oi S.A. - In Judicial Reorganization

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

Board of Trade (NIRE) No. 33.30029520-8

Publicly-Held Company

NOTICE TO SHAREHOLDERS

Oi S.A. - In Judicial Reorganization ("Oi" or the "Company"), in addition to the information published in the Material Facts dated October 3, 2018 and October 26, 2018, and in the Notices to Shareholders dated November 13, 2018, December 10, 2018 and January 3, 2019, hereby informs its shareholders and the market of the following.

On October 26, 2018, the Company's Board of Directors approved the conditions for the Company's capital increase, through the private issuance of new common shares, in the total amount of R$4,000,000,000.00 ("Capital Increase - New Resources"). On

November 13, 2018 and December 10, 2018, the Company disclosed Notices to Shareholders containing the terms, time periods and conditions of the Capital Increase - New Resources.

In accordance with the Notice to Shareholders dated January 3, 2019, the term for the subscribers who exercised their preemptive rights to pay the subscription price for the New Common Shares subscribed by them in the Capital Increase - New Resources, originally expected for January 4, 2019, was postponed until January 9, 2019.

As a result, the dates and terms subsequent to the payment of the New Common Shares, which were disclosed in the Notices to Shareholders dated November 13, 2018 and December 10, 2018, including the date on which shareholders will be notified in relation to their respective allocations of excess unsubscribed shares and the period to pay for such excess shares, have been adjusted, as set forth in the Annex to this Notice to Shareholders.

The Company further clarifies that the other terms and conditions of the Capital Increase - New Resources, including the term for the exercise of the preemptive rights, remain unchanged.

More detailed information about the Capital Increase - New Resources is available on the CVM website (http://www.cvm.gov.br/) or on B3's website

(http://www.bmfbovespa.com.br/en), or with the Company's Investor Relations

Department (http://ri.oi.com.br), at (21) 3131-2918 or by e-mail: [e-mail].

Rio de Janeiro, January 4, 2019.

Oi S.A. - In Judicial Reorganization

Carlos Augusto Machado Pereira de Almeida Brandão Chief Financial Officer and Investor Relations Officer

Important Information

The offering of Common Shares and Common ADSs upon the exercise of preemptive rights is being made pursuant to an effective registration statement (including a prospectus) that has been filed with the U.S. Securities and Exchange Commission

("SEC"). Before you invest, you should read the prospectus in that registration

statement and other documents that Oi has filed with the SEC for more complete information about the company and the offering of Common Shares and Common ADSs upon the exercise of preemptive rights. You may access these documents for free by visiting EDGAR on the SEC web site atwww.sec.gov. Alternatively, Oi will arrange to send you the prospectus if you request it by calling toll-free 1-800-628-8536.

Special Note regarding Forward-looking Statements:

This Notice to Shareholders contains forward-looking statements. Statements that are not historical facts, including statements regarding the beliefs and expectations of the

Company, business strategies, future synergies and cost savings, future costs and future liquidity, are forward-looking statements. The words "will," "will be," "should," "could," "may," "should be," "could be," "may be," "estimates," "has as an objective," "targets," "target," "goal," "anticipates," "believes," "expects," "forecasts," "intends," "plans," "predicts," "foretells," "projects," "points to" and similar expressions, as they

relate to the Company, are intended to identify forward-looking statements and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, tendencies or results will actually occur. Such statements reflect the current views of management of the Company, and are subject to a number of risks and uncertainties. These statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, corporate approvals, operational factors and other factors. Any changes in such assumptions or factors couldcause actual results to differ materially from current expectations. All forward-looking statements attributable to the Company or its affiliates, or persons acting on their behalf, are expressly qualified in their entirety by the cautionary statements set forth in this paragraph. Undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made. Except as required under the Brazilian or the U.S. federal securities laws or the rules and regulations of the Brazilian Securities Commission (Comissão de Valores Mobiliários) ("CVM"), SEC or of regulatory authorities in other applicable jurisdictions, the Company and its affiliates do not have any intention or obligation to update or to publicly announce the results of any revisions to any of the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. You are advised, however, to consult any further disclosures the Company makes on related subjects in reports and communications the Company files with the CVM and the SEC.

(Notice to Shareholders disclosed on November 13, 2018, updated pursuant to the terms of the Notices to Shareholders dated December 10, 2018, January 3, 2019 and January 4, 2019)

Oi S.A. - In Judicial Reorganization

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

Board of Trade (NIRE) No. 33.30029520-8

Publicly-Held Company

NOTICE TO SHAREHOLDERS

Oi S.A. - In Judicial Reorganization ("Oi" or "Company"), in addition to the information published in the Material Facts dated October 3, 2018 and October 26, 2018, in accordance with the approved and ratified Judicial Reorganization Plan of the

Company (the "Plan"), hereby informs its shareholders and the market in general as follows:

On October 26, 2018, the Board of Directors of Oi approved the conditions for the

Company's capital increase, pursuant to the private issuance of new common shares in the amount of R$4,000,000,000.00 ("Capital Increase - New Resources"). On the same date, the Emergency Arbitrator in the arbitration proceeding initiated against the Company by its shareholder Bratel S.À.R.L. in the Market Arbitration Chamber (Câmara de Arbitragem do Mercado) of the B3 suspended the effects of this approval, a decision that was reconsidered by the Emergency Arbitrator on November 6, 2018. As a result of the reversal of the suspension of the approval by the Board of Directors, Oi filed Amendment No. 2 to its Registration Statement on Form F-1 (the "Registration

Statement") with the U.S. Securities and Exchange Commission (the "SEC") on

November 6, 2018, and the SEC declared the Registration Statement effective on November 13, 2018.

The Capital Increase - New Resources will occur by means of the issuance of 3,225,806,451 new common shares, nominative and without par value, with an issuance price of R$1.24 per share ("New Common Shares").

Shareholders who hold common shares of the Company ("Common Shares") and/or preferred shares of the Company ("Preferred Shares"), including the custodian under Oi's American Depositary Receipt programs (the "ADS Custodian") under which American Depositary Shares ("ADSs") representing Common Shares ("Common ADSs") and/or Preferred Shares ("Preferred ADS") have been issued, will be granted preemptive rights to subscribe for the New Common Shares issued as a result of Capital Increase - New Resources, pursuant to Article 171 of Law No. 6,404/76, in accordance with the terms and conditions described below.

Any and all New Common Shares that remain unsubscribed following the exercise of the preemptive rights by holders of the Common Shares and/or Preferred Shares are expected to be subscribed for by the investors and fund managers (the "Backstop Investors") party to the Subscription and Commitment Agreement dated December 19, 2017 (as amended, the "Commitment Agreement"), subject to the terms and conditions of the Commitment Agreement.

1. Preemptive Rights

1.1. Procedures for Exercising Preemptive Rights.

Shareholders holding Common Shares and/or Preferred Shares may subscribe for the New Common Shares issued in proportion to the number of Common Shares and/or Preferred Shares held at the end of the trading session on November 19, 2018, respecting the physical and financial settlement of the transactions carried out in the trading session that day. The exercise of preemptive rights shall be made in accordance with the procedures set forth by B3 S.A. - Brasil, Bolsa, Balcão ("B3") and Banco do

Brasil S.A. ("Banco do Brasil"), and in this Notice to Shareholders.

Preemptive rights may be exercised from the market opening on November 22, 2018 until the market closing on January 4, 2019, in accordance with the terms set forth by

B3, Banco do Brasil, and the respective shareholder custody agents ("Preemptive Rights

Exercise Period").

The Common Shares and Preferred Shares will be traded ex-subscription right beginning on, and including, November 21, 2018. Therefore, shares acquired beginning on November 21, 2018 will not be entitled to preemptive rights in Capital Increase - New Resources.

In view of the total value of the Capital Increase - New Resources and the current shareholding structure of the Company, each one (1) Common Share and each one (1) Preferred Share will entitle its holder to subscribe for 1.333630 New Common Shares.

1.2. Assignment of Preemptive Rights.

The preemptive rights to subscribe for the New Common Shares, including the preemptive rights granted to the ADS Custodian, may be freely assigned to third parties or to another shareholder(s) pursuant to Article 171, paragraph 6, of Law No. 6,404/76. The trading of preemptive rights in B3 will begin at the market opening on November 22, 2018 and will cease at the market closing on December 26, 2018, in accordance with the terms set forth by B3, Banco do Brasil, and the respective shareholder custody agents.