Oi S A : AGE - Minutes

Oi S.A.- In Judicial Reorganization.

Corporate Taxpayer's Registry (CNPJ/ME) No. 76.535.764/0001-43

Board of Trade (NIRE) No. 33.30029520-8

PUBLICLY-HELD COMPANY

MINUTES OF THE EXTRAORDINARY GENERAL MEETING

(Drawn up in summary form, in accordance with

art. 130, Paragraph 1, of Law No. 6,404/1976 and art. 19, Paragraph 1, of the Bylaws)

1. Date, time and location: On December 1, 2022, at 11:00 a.m., on second call, held exclusively digitally, pursuant to article 5, paragraph 2, item I, and article 28, paragraphs 2 and 3, of the CVM Resolution No. 81, of March 29, 2022 ("CVM Resolution 81"), through the digital platform Ten Meetings ("Digital Platform"), considered held at the headquarters of Oi S.A.- In Judicial Reorganization ("Oi" or "Company").
2. Agenda: To resolve on the (i) approval of the proposal of reverse split of all the Company's common and preferred shares, both in the proportion of 50 shares of each type to 1 share of the same type; (ii) approval of the amendment to article 5 of the Company's Bylaws to reflect the reverse split, as well as the adjustment of the references of paragraph 4 of article 35 and paragraph 3 of article 38 of the Company's Bylaws; (iii) ratification of the appointment and engagement of the specialized company Meden Consultoria Empresarial Ltda.("Meden"), as responsible for preparing the appraisal reports, at book value, of the net equity of BrT Card
   Serviços Financeiros Ltda.("BrT Card"), Paggo Administradora Ltda.("Paggo Administradora") and Bérgamo Participações Ltda.("Bergamo", and whenever jointly with BrT Card and Paggo Administradora, all companies 100% directly or indirectly controlledby the Company, referred to as "Merged Companies"), to be merged with and into the Company's shareholders' equity (jointly, the "Appraisal Reports"); (iv) approval of the Appraisal Reports prepared by Meden, for purposes of merging the Merged Companies with and into the Company; (v) approval of the Protocols and Justification for the Merger of BrT Card ("BrT Card Protocol"), of Paggo Administradora ("Paggo Protocol") and Bérgamo with and into the Company ("Bérgamo Protocol"), including all its attachments (jointly, the "Protocols and
   Justification of the Merger"), which sets forth the terms and conditions of the merger of the Merged Companies; (vi) approval of the proposals of merger of BrT Card and of Paggo Administradora with and into the Company, under the terms of the BrT Card Protocol and Paggo Protocol, respectively; (vii) approval of the proposed merger of Bérgamo with and into the Company, to be effective as of January 2, 2023, under the terms of the Bérgamo Protocol; and (viii) authorization for the Company's management to practice all the necessary acts to effect the Mergers.
3. Call Notice: Second Call Notice published on the Valor Econômico newspaper - National Edition, on the editions dated 11/22/2022, page B5; 11/23/2022, page A8; and 11/24/2022, page A12, in accordance with article 124, caput and Paragraph 1, of Law No. 6,404/1976 ("Lei das S.A." - The Brazilian Corporate Law), as well as on its website.

3.1. The management proposal containing all the documents and information related to the Agenda ("Management Proposal") were made available to shareholders on 11/22/2022, in accordance with the CVM Resolution 81.

4. Attendance: Shareholders representing 13,4% of the common shares, 16,9% of the preferred shares, and, therefore, 13,5% of the Company's voting and total capital stock attended the Meeting through the Digital Platform or exercising their right to participate

remotely, in accordance to article 121, single paragraph of the Brazilian Corporate Law , as evidenced by (i) the registrations made on the Digital Platform; and (ii) the valid distance voting bulletins, received through the B3 Central Depository, by the depositary bank or directly by the Company, pursuant to the CVM Resolution 81, according to the voting maps resubmitted by the Company on November 29 and 30, 2022. Also attended the Meeting, Mr. Rodrigo Modesto de Abreu, Company's Chief Executive Officer, Ms.Cristiane Barretto Sales, Chief Financial Officer and Investor Relations Officer and Mr. Rogério Takayanagi, Officer without specific designation, as well as Ms. Daniela Maluf Pfeiffer, representative of the Fiscal Council, and Mr. Antônio Luiz Feijó Nicolau, representative of Meden, the company responsible for preparing the Appraisal Reports.

1. Meeting Board: Once the legal quorum was verified, and in accordance with the provisions of article 15 of the Company's Bylaws, the Meeting was opened by Mr. Eleazar de Carvalho Filho, Chairman of the Company's Board of Directors, who acted as the Chairman and appointed Mr.Rafael Padilha Calabria as Secretary.
2. Resolutions: After the presentation of the consolidated synthetic voting map of the votes cast through distance voting bulletins regarding the items on the Agenda, considering the most recent shareholding positions contained in the Company's books, which was projected onto the Digital Platform and made available to the attending shareholders, pursuant to Paragraph 4 of Article 48 of the CVM Resolution 81, the Secretary clarified that the preferred shares will have the right to vote on the matters to be resolved at the Meeting, pursuant to Paragraph 3 of Article 12 of the Company's Bylaws and Paragraph 1 of Article 111 of the Brazilian Corporation Law. The Secretary also noted that, duly regarding the Paragraph 1 of Article 19 of the Company's Bylaws, the minutes shall be drawn up in the form of a summary of the facts, including dissents and protests, and shall contain only the transcript of the resolutions taken, observing, for this purposes, the conditions indicated in items "a" and "b" of Paragraph 1 of Article 130 of the Brazilian Corporation Law. The reading of the matters included on the Agenda of this Meeting and related documents was unanimously waived.

6.1 Regarding item (i) of the Agenda, before the starting of the deliberation, Mr. Luis Carlos Plaster, from the Company's Investor Relations department, made a presentation on the reasons and objectives of the proposed reverse split of shares. Then, a proposal was presented by the shareholders present for an alternative deliberation on the reverse split of all common and preferred shares issued by the Company, both at the ratio of 10 shares of each type to 1 share of the same type. The board initially placed it for consideration by the shareholders if they wished to submit the said proposal to a vote. Having the majority of the present shareholders approved that the presented proposal was to be taken to vote, the presiding Board deliberated on the presented proposal for the reverse split in the proportion of 10 shares for one share, which was approved by the majority of the present shareholders. The reverse split proposal to group all common and preferred shares issued by the Company, both at the ratio of 10 shares of each type to 1 share of the same type, had 240,503,061 favorable votes, with 17,610,512 votes against being registered, and abstention by holders of 546,346,959 shares.

Pursuant to the Notice to Shareholders to be published on this date, as of December 2, 2022 and up to January 6, 2023 (inclusive), shareholders may adjust their share positions, by type, in multiple lots of 10 shares, through trading on B3, in order to remain part of the Company's shareholding structure after the reverse split ("Free Adjustment Period").

As of January 9, 2023, the first trading session following the end of the Free Adjustment Period, the shares representing the Company's capital stock will be traded exclusively grouped in the proportion resulting from the reverse split.

6.2 Regarding item (ii) of the Agenda, after being discussed, it was approved by majority vote, with 275,554,886 votes in favor, with 21,872,148 votes against being registered, and abstention by holders of 515,266,725 shares, the amendment of article 5 of the Company's Bylaws to reflect the approved reverse split, as well as the adjustment of references to paragraph 4 of article 35 and paragraph 3 of article 38 of the Company's Bylaws, which will take effect with the following wording:

"Art. 5 - The subscribed, fully paid-in capital stock is R$ 32,538,937,370.00 (thirty- two billion, five hundred and thirty-eight million, nine hundred and thirty-seven thousand, three hundred and seventy reais), represented by 660.303.745 ( six hundred and sixty million, three hundred and three thousand, seven hundred and forty-five ) shares, of which 644,531,021 (six hundred and forty-four million, five hundred and thirty-one thousand and twenty-one) common shares and 15,772,724 (fifteen million, seven hundred and seventy-two thousand, seven hundred and twenty-four) preferred shares, all nominative and without par value.(...)"

"(...)Paragraph 4 - Subject to the provisions of Paragraph 3 of Article 38, in the event of temporary absences and impediments of the Chief Executive Officer and the Director appointed by him, the Chairman shall be held by another Director appointed by the absent or impeded Director who is, according to the caput of this Article, performing the duties of the Chief Executive Officer."

"(...)Paragraph 3 - In the absence of the Chief Executive Officer, the Director appointed under the terms of Article 35, paragraphs 3 and 4, of these Bylaws shall be in charge of the Board of Executive Officers' meeting, observing that the substitute Chief Executive Officer shall not have a casting vote."

1. Regarding item (iii) of the Agenda, after being discussed, it was ratified, in accordance with the Management Proposal, by a majority, with 265,180,935 votes in favor, , with 3,134,950 votes against, being registered and abstention by holders of 544,377,874 shares, the appointment and engagement of the specialized company Meden, as responsible for preparing the Appraisal Reports.
2. Regarding item (iv) of the Agenda, after being discussed, the Appraisal Reports prepared by Meden were approved by the majority, with 258,810,754 votes in favor, with 1,501,213 votes against being registered, and abstention by holders of 552,381,792 shares, the Appraisal Reports prepared by Meden for the merger of the Merged Companies with and into the Company, which are, (i) appraisal report, at book value, of the net equity of BrT Card; (ii) appraisal report, at book value, of the net equity of Paggo Administradora; and (iii) appraisal report, at book value, of the net equity of Bérgamo.
3. Regarding item (v) of the Agenda, after being discussed, were approved by the majority, with 251,757,839 votes in favor, with 2,910,513 votes against being registered, and abstention by holders of 558,025,407 shares, the Protocols and Justification for the Merger of BrT Card, Paggo Administradora, and Bérgamo with and into the Company, including all its attachments, which sets forth the terms and conditions of the merger of the Merged Companies and whose copies, after initialed by the Secretary, are filed with the Company;

1. Regarding item (vi) of the Agenda, after being discussed, were approved by the majority vote, with 255,140,795 votes in favor, with 12,802,839 votes against being registered, and abstention by holders of 544,750,125 shares, the proposed mergers of BrT Card and Paggo Administradora with and into the Company, according to terms of BrT Card Protocol and Paggo Protocol, respectively.
2. Regarding item (vii) of the Agenda, after being discussed, was approved by the majority, with 255,680,465 votes in favor, 2,269,597 votes against being registered, and abstention by holders of 554,743,697 shares, the proposed merger of Bergamo by the Company, to be effective as of January 2, 2023, pursuant to Bergamo Protocol.
3. Finally, regarding item (viii) of the Agenda, after being discussed, it was approved, in accordance with the Management Proposal, by the majority, with 268,132,280 favorable votes, with 3,992,656 votes against being registered, and abstention by holders of 6 540,568,823 shares, authorization for the Company's management to practice all acts necessary to effect the Mergers.

7. Opposing Votes, Vote Statements and Abstentions: Opposing votes, vote statements and abstentions received by the Meeting Board were recorded and will be filed with the Company.

Closing: With nothing further to discuss, these minutes were drawn up, which, read and found to be compliant, was signed by the Chairman and by the Secretary of the Meeting, as authorized by the applicable regulations of the Brazilian Securities and Exchange Commission - Comissão de Valores Mobiliários. Signatures: Board:Eleazar de Carvalho Filho - Chairman; Rafael Padilha Calabria - Secretary.

Shareholders present via the Digital Platform:

ADAILTO LUIZ DA SILVA, ADALBERTO SUTHIL BARBOSA, ADILSON RODRIGUES DOS SANTOS, ADJALBAS DE OLIVEIRA RODRIGUES, ADRIANA SAMPAIO RODRIGUES, AIRTON FERNEDA, ALESSANDRO CAVALCANTI GONÇALVES, ALEX CARVALHO SLOBODIAN, ALEX DANTAS NERI, ALEX PERANTON COLOMERA, ALEX ZELENT PRADO, ALEXANDRE BASTOS DA SILVA, ALEXANDRE TADEU MOREIRA, ALEXANDRO DEGAN LIRA, ALOHA FUNDO DE INVESTIMENTO DE AÇÕES INVESTIMENTO NO EXTERIOR, AMARILDO EUNIAS DA CRUZ, ANDERSON DA SILVA PINTO, ANDRE COSTENARO FACCIN, ANDRÉ LUIZ RAPOZO DE SOUZA TEIXEIRA, ANDRÉ WILLIAM GADELHA VILA NOVA, ANTONIA CLIUCY PIRES CHAVES, ANTONIO CARLOS CONSTANTINO, ANTONIO CARLOS FERREIRA BATISTA, ANTONIO DIEGO TELES, ANTONIO SOARES SILVA, AUGUSTO BALTHAZAR DA CRUZ SANTOS, BRATEL S.A.R.L., BRATEL S.A.R.L., BRENO DANIEL LEITE SANTOS, BRUNO FREIXO CORREA, BRUNO MACEDO MOURA, BRUNO MARTINS ROSSI, BRUNO ROBERTO DE SOUZA, BRUNO ROCHA BAGGIERI, BRYAN FREITAS FRITZ, CALEBE PRATES DA SILVA, CAMILA FERRAZ DO NASCIMENTO, CARLOS ALBERTO AGUIAR BATISTA, CARLOS ALEXANDRE OLIVEIRA VILAR, CARLOS HENRIQUE ESPINOZA, CARLOS JOSE CONCEIÇÃO, CELSO MOLOTIEVSCHI, CÉSAR CÁSSIO DA CUNHA, CESAR HIROSHI YOSHIKAWA, CESAR STAHELIN MICHELS, CLAUDOMIRO DO CANTO BATISTA, CLEIDIR MATEINE DE LIMA, CLÉO JAIR HITZ, DANIEL GONÇALVES, DANIEL PINTO RAMIRO, DANUZA GONÇALVES GOMES DA COSTA, DAVI FERREIRA DE MENEZES, DENIS FRANCISCO DE CAMPOS, DEUSDETE LOPES DE MENEZES, DIÊGO DE ANDRADE

CAMPOS, DIEGO FLORES RAMOS, DILSON QUINÁLIA, DIVINO ADOLFO RIBEIRO, EDER DE PAULA FERREIRA, EDERSON ROSSETTO BARBOSA, EDNEI VENÁZIO CÂNDIDO, EDSON CECHINEL FARIAS, EDSON DE JESUS CARVALHO SANTOS, EDSON SILVA DE OLIVEIRA, EDUARDO MEDEIROS GUEDES, EDUARDO PONTES GOMES DA SILVA, EDUARDO ZOMER, ELIAS DE BARROS JUNIOR, ELIELSON LUIZ SALES DA SILVA, ELIEZER BITTERMAN, ELSON CARVALHO BEZERRA JUNIOR, EMANUEL MESQUITA AZEVEDO DE SANTANA, EMANUELE SAMORI, EVA IRINEU DE MESQUITA RIBEIRO, EVANDRO DA SILVA SANTOS, EVARISTO DE SOUZA SANTOS FILHO, EVERDSON ALVES AFONSO, FABIANA MARIA ARNONI, FABIANI MAINKA MARTENDAL, FABIANO KAPPEL MARZOLA, FABIANO MARTINS DA SILVA, FABIO JULHO COELHO, FÁBIO SANTOS DE SOUZA, FABRICIO SAAB PEREIRA, FABRIZIO BAHIENSE FROES, FELIPE DE OLIVEIRA MANSUR, FELIPE MARTINS VIEIRA, FELIPE MORENO DE SOUZA, FELIPE RODRIGUES SOUZA COELHO, FELISBERTO DA ROSA MACHADO, FERNANDO AIRES, FERNANDO BECHER, FERNANDO DA SILVA MACHADO, FERNANDO DE FREITAS BARBOSA, FERNANDO FERNANDES CORRÊA ROCHA, FERNANDO RIBEIRO DE CASTRO, FERNANDO ROBERTO DE OLIVEIRA, FERNANDO.BASTOS VALENTE, FHS FUNDO DE INVESTIMENTO EM AÇÕES - INVESTIMENTO NO EXTERIOR, FIDELITY CONCORD STREET TRUST: FIDELITY ZERO INT., FLAVIO AUGUSTO DE ALMEIDA FARIA, FLAVIO DE VASCONCELOS SILVA, FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST, FORD MOTOR COMPANY OF CANADA, LIMITED PENSION TRUST, FRANCISCO FILIPAK NETO, FRANCISCO SOARES DA COSTA, FREDERICO FELIX, FUNDAÇÃO ATLÂNTICO DE SEGURIDADE SOCIAL, FUNDO DE INVESTIMENTO DE AÇÕES POSITIV - INVESTIMENTO NO EXTERIOR, FUNDO DE INVESTIMENTO EM AÇÕES MISTYQUE - INVESTIMENTO NO EXTERIOR, FUNDO DE INVESTIMENTO MULTIMERCADO CRÉDITO PRIVADO SFX2 IE, GABRIEL ALEXANDRE MACAROFQ, GABRIEL DE SOUZA SALINAS, GABRIEL SILVA PANTOJA, GEIS CIPRIANO DE SOUZA, GENIVAL VIEIRA COIMBRA, GERALDO GREGORIO LOPES FILHO, GERVILSON BATISTA MARTINS, GGUSTAVO FALCAO DO VALE LACERDA, GIL KREMER, GILBERTO TEIXEIRA DA SILVA, GILDO REGIS DOS SANTOS, GIOVANNI CHIARAMONTE PEREIRA, GLEIDSON ESPINDOLA DE CARVALHO PARRA, GUSTAVO HENRIQUE DE ARAUJO, GUSTAVO HENRIQUE JESUS SANTANA, GUSTAVO VINICIUS PRÉCOMA, HARPA FUNDO DE INVESTIMENTO MULTIMERCADO - CRÉDITO PRIVADO INVESTIMENT, HELDER BATISTA DOS SANTOS, HELIO MARTINS DA SILVA FILHO, HERMELINDO HENRIQUE DE SOUZA, HORATIUS FUNDO DE INVESTIMENTO MULTIMERCADO CREDITO PRIVADO INVESTIMEN, HUMBERTO IMBRUNISIO, IGOR DE CARVALHO VIEIRA MARTINS, IGOR KUSMITSCH, ILS FUNDO DE INVESTIMENTO DE AÇÕES - INVESTIMENTO NO EXTERIOR, ISMAIL ABEDE, IVAN PEREIRA ANTUNES, JAIRO CELSO MOURA DOS SANTOS, JAMIL PEREIRA DA ROCHA, JEFERSON DE JESUS FARNEZI, JHONALD ANTONIO HERNANDEZ GONZALEZ, JOÃO BATISTA BORGES PEREIRA, JOÃO PAULO GRACIA LIMA, JOAO SIMONE, JONAS SYCHOCKI GEMELLI, JONATA SOARES DE ARAUJO, JOSE COSME NASCIMENTO MARINHO, JOSÉ LUIZ DOS SANTOS, JOSE MARIA ROSA, JOSE RANIERI RIBEIRO CAVALCANTE, JOSE RICARDO BRAGA, JOSE RICARDO REATO, JOSE ROBERTO FERREIRA DOS SANTOS, JOSIMAR LOULA FILHO, JULIANA CRISTINA ROMITO DE ALMEIDA, JURGEN WEICHERT, JUSCELINO JUNIOR DE OLIVEIRA, KAIO FELIPE FERREIRA COSTA, LAB FUNDO DE INVESTIMENTO EM AÇÕES INVESTIMENTO NO EXTERIOR, LEANDRO GONZAGA, LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD., LEONARDO APOLINÁRIO