Oi S A : Conselho de Administração - Ata

Oi S.A. - In Judicial Reorganization

CNPJ/ME nº 76.535.764/0001-43

NIRE 33.3.0029520-8

PUBLICLY HELD COMPANY

MINUTES OF THE 385th BOARD OF DIRECTORS SPECIAL MEETING HELD ON

MAY 2nd, 2024

1. DATE, TIME AND PLACE OF MEETING: On the 2nd day of May, 2024, at 10:00 a.m., held by a deliberative circuit, pursuant to Article 29, § 1, of the Company's
   Bylaws.

1. CALL NOTICE: Held by individual messages sent to the Directors, pursuant to
   Article 28, §1, of the Company's Bylaws.

1. QUORUM AND ATTENDANCE: Attended by all the members of the Board of Directors, who signed at the end. Also attending the meeting were Messrs. Cristiane Barretto Sales, Daniella Geszikter Ventura, Marina de Freitas Maciel and Messrs. Rogério Takayanagi, Thalles Eduardo Silva Gracelacio da Paixão, Luis Carlos da Costa Plaster, Pedro Andrade França and Leandro Diogo Luz, all representing the Company.

IV. BOARD: Chairman of the Board: Mr. Eleazar de Carvalho Filho; Secretary: Ms. Daniella Geszikter Ventura.

V. AGENDA: Deliberate on the ratification of the consolidated Judicial Reorganization Plan ("JRP") of Oi Group presented to the General Creditors' Meeting held on April 17, 2024, suspended and resumed on April 18, 2024, within the Judicial Reorganization process filed under nº 0809863-36.2023.8.19.000, with the 7th Corporate Court of Justice of the Capital of the State of Rio de Janeiro.

DELIBERATIONS: Regarding the sole item on the Agenda, the final version of the judicial reorganization plan ("Final Version of the Judicial Reorganization Plan") and all its annexes, which are an integral part thereof, were presented; this plan was proposed during the General Creditors' Meeting held on April 17, 2024, suspended and resumed on April 18, 2024, within the judicial reorganization process of the Company and its subsidiaries Portugal Telecom International Finance B.V. - In Judicial Reorganization and Oi Brasil Holdings Coöperatief U.A. - In Judicial Reorganization ("Oi Group" or "Debtors") nº 0090940-03.2023.8.19.0001 (transferred from process No. 0809863-36.2023.8.19.0001 - Pje) ("Judicial Reorganization"), ongoing before the 7th Corporate Court of Justice of the Capital of the State of Rio de Janeiro ("Judicial Reorganization Court"). The Final Version of the Judicial Reorganization

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Oi S.A. - In Judicial ReorganizationMinutes of the 385th Board of Directors Meeting held on May 2nd, 2024.

Plan resulted from extensive negotiations held, up to the date of the general creditors' meeting where its approval took place, between the Company and its main creditors and other stakeholders, aiming at restructuring the debts of the Debtors, overcoming the current economic-financial situation of the Oi Group, the Company's long-term sustainability and continuity of its activities, as continuously reported to the Board of Directors during the past months. Considering that (i) over the past months, the Company has been in intense negotiations with financial creditors and other unsecured creditors regarding the terms and conditions for a plan support agreement; (ii) the Final Version of the Judicial Reorganization Plan aligned such interests and addressed, to the best extent possible, solutions to (a) restructure the Company's financial debt, reducing its value and extending its maturity dates, so that revenues from new services offered through high-speed fiber optics can reach the necessary maturity level for business sustainability; (b) provide injection of new money into the Company so that it can continue to meet its obligations and make necessary investments, including through the sale of UPIs; (c) ensure financial breathing room for the Oi Group to continue its activities while seeking alternatives to enable adjustments necessary for the provision of fixed-line telephony concession services and its obligations; and (d) succeeded in obtaining adherence and support for its approval and consequent enabling the uplift of the Oi Group; (iii) since the presentation of the first version of the judicial reorganization plan, the Board has been monitoring the evolution of discussions, costs, and alternatives, and its members have been called upon to opine on the choices that have become necessary throughout the negotiation; and (iv) the Company has been able to count on significant contributions from its financial and legal advisors throughout the process, the members of the Company's Board of Directors unanimously ratified the Final Version of the Judicial Reorganization Plan, with all its annexes that are an integral part thereof, which was approved at the General Creditors' Meeting, with the Executive Board of the Debtors being authorized to take appropriate measures and perform necessary acts in any and all applicable jurisdictions to comply with the respective applicable laws, including the execution of all instruments provided for in the approved Judicial Reorganization Plan, among them the Bridge Loan Debt Agreement (4th tranche of the DIP) and respective guarantee instruments, the Instruments of Disbursement of the Debt of the New Financing in Reais and in Dollars (Debenture Issuance Deed and Notes Indenture) and respective guarantee instruments, the Instruments of Debt A&E Reinstated in Reais and in Dollars, and the Instrument of Participative Debt in Reais and in Dollars, being registered the abstention of the Board of Directors member, Mr. Raphael Manhães Martins.

VII. CLOSING: The Final Version of the Judicial Reorganization Plan is filed with the Secretariat and on the Board's Portal. As there was nothing further to discuss, the Chairman regarded the meeting as closed. As there was nothing further to discuss, the Chairman regarded the meeting as closed, of which these minutes were drawn

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Oi S.A. - In Judicial ReorganizationMinutes of the 385th Board of Directors Meeting held on May 2nd, 2024.

up in summary form, and after being read and approved, were signed by the Board of Directors' members and by the secretary. (a.a.) Mr. Eleazar de Carvalho Filho (Chairman), Mr. Marcos Grodetzky, Mr. Paulino do Rego Barros Jr., Ms. Claudia Quintella Woods, Mr. Armando Lins Netto, Mr. Henrique José Fernandes Luz, Mr. Raphael Manhães Martins, Mr. Mateus Affonso Bandeira, and Mr. Rodrigo Modesto de Abreu.

This is a precise copy of the original minutes drawn up in the appropriate book.

Rio de Janeiro, May 2, 2024.

Daniella Geszikter Ventura

Secretary

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Oi S.A. - In Judicial ReorganizationMinutes of the 385th Board of Directors Meeting held on May 2nd, 2024.