Oi S.A. - In Judicial Reorganization
Corporate Taxpayer Registry (CNPJ/ME) No. 76.535.764/0001-43
Board of Trade - NIRE 3330029520-8
Publicly-held Company
Esteemed Shareholders,
Oi S.A. - In Judicial Reorganization ("Company"), pursuant to CVM Resolution No. 81/22, discloses to its shareholders and the market in general the summary voting chart from the remote voting bulletin (Bookkeeping Agent) for the purpose of exercising voting rights at the Annual and Extraordinary Shareholders' Meeting to be held on April 29, 2024 at 03:00 p.m., exclusively digitally ("AEGM").
The Company clarifies that the exercise of such voting right via the completion and delivery of a remote voting bulletin does not prohibit attendance at the AEGM and exercise of the vote via digital platform by the Shareholders, who have applied for Accreditation within the term and in the form indicated in the Participation Manual and Management Proposal, in which case the AEGM Board will disregard the remote voting instruction, pursuant to Article 48, paragraph 5, item II of CVM Resolution No. 81/22.
The Company emphasizes, also, that it will carry out verification of the shareholding position as is customarily conducted for its General Shareholders' Meetings to confirm the shareholding positions of the shareholders that choose to exercise their vote by completing and delivering a remote voting bulletin, taking into account, for the purpose of computation of such votes, the most recent position of each shareholder as available to the Company (or, if not unavailable, the shareholding position as provided by the depositary agent of the Company's shares, pursuant to Article 45, item II, section "a" of CVM Resolution No. 81/22).
The Company also warns that the information contained in the summary voting chart (Bookkeeping Agent) published does not represent the results of the votes with respect to the matters that will be submitted for deliberation at the AEGM, according to the Call Notice published on March 28, 2024, considering that such summary
voting chart comprises only the votes cast by remote voting received from the Bookkeeping Agent.
Rio de Janeiro, April 25, 2024.
Oi S.A. - In Judicial Reorganization
Cristiane Barretto Sales
Chief Financial Officer and Investor Relations Officer
Summary Voting Chart (Bookkeeping Agent)
Annual and Extraordinary Shareholders' Meeting - April 29, 2024 at 03:00 p.m.
At the Annual General Meeting:
Company | Oi S.A. - In Judicial Reorganization | ||||||||||||||
Process | 6291 | ||||||||||||||
Number | |||||||||||||||
Meeting Type | Annual | ||||||||||||||
Meeting Date | 04/29/2024 | Meeting Time | 03:00 p.m. | ||||||||||||
On-line Voting | 03/28/2024 | On-line Voting | 04/23/2024 | * In "Total number of shares per deliberation", all types of shares held by the shareholder are shown and consolidated. | |||||||||||
Start Date | End Date | ||||||||||||||
Deliberation | Type of | Status of the | Voting | Sheet | She | Sheet | She | Candid | Cand | Candidat | Can | Voting | *Total | Total | Total |
Code | Deliberation | Deliberation | Position | Code | et | Statu | et | ate | idat | e Status | did | Percent | number of | number | number |
Na | s | Vot | Code | e | ate' | age | shares | of | of | ||||||
me | e | Nam | s | per | Commo | Preferr | |||||||||
e | Vot | deliberati | n | ed | |||||||||||
e | on | Shares | Shares | ||||||||||||
per | per | ||||||||||||||
deliber | deliber | ||||||||||||||
ation | ation | ||||||||||||||
1 | Simple Deliberation | Active | Reject | 932 | 932 | 0 | |||||||||
2 | Simple Deliberation | Active | Approve | 932 | 932 | 0 | |||||||||
3 | Simple Deliberation | Active | Reject | 932 | 932 | 0 | |||||||||
4 | Election of the fiscal | Active | Approve | 932 | 932 | 0 | |||||||||
Council by single slate | |||||||||||||||
(Slate of candidates | |||||||||||||||
proposed by the | |||||||||||||||
Management) | |||||||||||||||
5 | Election of the fiscal | Active | No | 932 | 932 | 0 | |||||||||
Council by single slate | |||||||||||||||
(Slate of candidates | |||||||||||||||
proposed by the | |||||||||||||||
Management) | |||||||||||||||
6 | Separate election of | Active | N/A | ||||||||||||
the fiscal council | |||||||||||||||
(Preferred shares) | |||||||||||||||
7 | Simple Deliberation | Active | Approve | 932 | 932 | 0 | |||||||||
AGM Distance Voting Ballot´s items:
Item 1- "Analysis of management accounts, examine, discuss and vote on the financial statements for the fiscal year ended on December 31, 2023."
Item 2- "Discuss the allocation of net income for the fiscal year ended on December 31, 2023."
Item 3- "Define the amount of overall annual compensation for Company management for the 2024 fiscal year."
Item 4- "Elect members of Fiscal Council and their respective alternates - Nomination of all nominees that integrate the slate - Management Proposal."
Item 5- "In case one of the running candidates fails to integrate the slate, in order to enable the separate election as referred in articles 161, paragraph 4, and 240 of Law No. 6,404, of 1976, should the votes corresponding to your shares still be casted to the chosen slate?".
Item 6- "Separate election of the fiscal council - Preferred shares - Nomination of candidates for the fiscal council by shareholders with non-voting or restricted voting rights preferred shares, Victor Adler e Vic DTVM S.A."
Item 7- "Define the compensation for the Fiscal Council members for the 2024 fiscal year."
At the Extraordinary General Meeting:
Company | Oi S.A. - In Judicial Reorganization | ||||||
Process Number | 6293 | ||||||
Meeting Type | Extraordinary | ||||||
Meeting Date | 04/29/2024 | Meeting Time | 03:00 p.m. | ||||
On-line Voting | 03/28/2024 | On-line Voting End Date | 04/23/2024 | * In "Total number of shares per deliberation", all types of shares held by the | |||
Start Date | shareholder are shown and consolidated. | ||||||
Deliberation | Type of Deliberation | Status of the | Voting Position | *Total number of shares | Total number of | Total number of Preferred | |
Code | Deliberation | per deliberation | Common Shares | Shares per deliberation | |||
per deliberation | |||||||
1 | Simple Deliberation | Active | Approve | 932 | 932 | 0 | |
2 | Simple Deliberation | Active | Approve | 932 | 932 | 0 | |
3 | Simple Deliberation | Active | Approve | 932 | 932 | 0 | |
4 | Simple Deliberation | Active | Approve | 932 | 932 | 0 | |
5 | Simple Deliberation | Active | Approve | 932 | 932 | 0 | |
6 | Simple Deliberation | Active | Approve | 932 | 932 | 0 | |
7 | Simple Deliberation | Active | Approve | 932 | 932 | 0 | |
EGM Distance Voting Ballot´s item:
Item 1- "Approval of the proposal of reverse split of all common and preferred shares issued by the Company, both in the proportion of 10 shares of each type to 1 share of the same type ("Reverse Split")."
Item 2- "Approval of the amendment to Article 5 of the Company's Bylaws to reflect the Reverse Split."
Item 3- "Ratification of the appointment and engagement of the specialized company Meden Consultoria Empresarial Ltda. ("Meden") as the company responsible for preparing the appraisal reports, at book value, of the net equity of Oi Serviços Financeiros S.A. ("Oi Serviços Financeiros") and of Pointer Networks S.A. ("Pointer" and, whenever jointly with Oi Serviços Financeiros, all companies 100% controlled, directly, by the Company, named "Merged Companies"), to be merged with and into the Company's shareholders' equity (jointly, the "Appraisal Reports")."
Item 4- "Approval of the Appraisal Reports prepared by Meden, for purposes of merging the Merged Companies with and into the Company."
Item 5- "Approval of the Protocols and Justification for the Merger of Oi Serviços Financeiros ("Oi Serviços Financeiros Protocol") and of Pointer ("Pointer Protocol"), including all attachments (jointly, "Protocols and Justification of Merger"), which establishes the terms and conditions of the merger of the Merged Companies."
Item 6- "Approval of the proposed mergers of Oi Serviços Financeiros and Pointer with and into the Company, pursuant to the provisions of the Oi Serviços Financeiros Protocol ("Oi Serviços Financeiros Merger") and of the Pointer Protocol ("Pointer Merger" and, whenever jointly with Oi Serviços Financeiros Merger, "Mergers")."
Item 7- "Authorization for the Company's management to practice all acts necessary to effect all the deliberations herein taken."
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Oi SA em Recuperação Judicial published this content on 25 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 14:25:13 UTC.