Oi S A : Excerpt of Item 4 of the Minutes of the 390th Board of Directors Meeting

Oi S.A. - In Judicial Reorganization

CNPJ/MF 76.535.764/0001-43

NIRE 33.30029520-8

PUBLICLY HELD COMPANY

EXCERPT OF ITEM 4 OF THE MINUTES OF THE 390th BOARD OF DIRECTORS

MEETING HELD ON JUNE 26, 2024

As Secretary of the 390th Board of Directors Meeting of Oi S.A. - In Judicial Reorganization ("Company"), held on June 26, 2024 , at 9:30 a.m., in person at Avenida Roque Petroni Júnior, 999 - 8º A - Jardim das Acácias - São Paulo - SP - CEP 04707-000 and by videoconference, I CERTIFY pursuant to article 29, paragraph 1 of the Company's bylaws that item (4) "Fundraising by the Company through the issuance of simple non-convertibledebentures of the type with real guarantee, with additional surety guarantee in a single series, for private placement, pursuant to CVM Resolution No. 160/2022" of the Agenda, reads as follows:

"Moving on to item (4) of the Agenda, Mr. Pedro França presented the proposal for the fundraising of the Company through the issuance of Debentures, in the amount of up to R$ 902.625.818,18 (nine hundred and two million, six hundred and twenty- five thousand, eight hundred and eighteen reais and eighteen cents), through private placement under the terms of the Resolution of the Brazilian Securities and Exchange Commission No. 160, of July 13, 2022, ("Offer" and "CVM Resolution 160", respectively), under the terms of the "Private Instrument of the 13t issuance of simple non convertible Debentures, of the type with real guarantee, with additional surety guarantee, in a single series, for Private Placement of Oi S.A.- in judicial reorganization" ("Deed of Issuance"), which draft was sent to the members of the Board of Directors and in the form of the material support received and analyzed by them: a) Issuance date: for all legal purposes and effects, the issuance date of the Debentures will be until July, 15, 2024 ("Issuance Date"); b) Number of series: the Issuance will be carried out in a single series; c) Total Issuance Amount: The total issuance amount will be of up to R$ 902.625.818,18 (nine hundred and two million, six hundred and twenty-five thousand, eight hundred and eighteen reais and eighteen cents), on the Issuance Date; d) Unit Nominal Value: the unit nominal value of the Debentures will be of R$1.000,00 (one thousand reais), on the Issuance Date ("Unit Nominal Value"); e) Quantity of Debentures: 902,625 will be issued; f) Convertibility: the Debentures will be simple, i.e., they will not be convertible into shares issued by the Company; g) Species: the Debentures will be of the type with real guarantee, in accordance with article 58, caput of the Brazilian Corporate Law. The Debentures will also have an additional surety guarantee subject to the terms below, as detailed in the Deed of Issuance: (i) Fiduciary Alienation of ONTs: Fiduciary Alienation of ONTs (optical network terminals) of the Issuer and its respective ancillary rights, as defined in the ONT Fiduciary Lien Agreement to be executed between the Company and the Collateral Agent representing the Debenture holder and other creditors ("Collateral Agent" and "ONT Fiduciary Lien"); (ii) Fiduciary Lien of the V.Tal Shares: Fiduciary lien of the ordinary shares

representing the total shares of V.Tal owned by the Company and Rio Alto Participações S.A. ("Rio Alto") and the Collateral Agent, observing the terms and conditions of the V.Tal Fiduciary Lien Agreement to be executed between the Company, Rio Alto and the Collateral Agent ("V.Tal Fiduciary Lien"); (iii) Fiduciary Lien of the ClientCo Shares: after the ClientCo contribution (as defined in the Judicial Reorganization Plan), the fiduciary lien of the ordinary shares representing the total of the ClientCo shares owned by the Company, observing the terms and conditions of the ClientCo Fiduciary Lien Agreement ("ClientCo Fiduciary Lien"); (iv) Fiduciary Lien of Real Estate: (a) Fiduciary Lien of Unrestricted Real State owned by the Company, as defined and listed in the Unrestricted Fiduciary Lien Agreement over Real Estate Properties to be executed between the Company and the Collateral Agent; and (b) of the Restricted Real State owned by the Company, as defined and listed in the Unrestricted Fiduciary Lien Agreement over Real Estate Properties to be executed between the Company and the Collateral Agent ("Real Estate Liens"); (v) ANATEL; PIS/COFINS Proceeds Lien: fiduciary assignment of the rights and escrow accounts of the Company (a) with respect to (a) the final net proceeds due to the Company from the arbitration procedure No. CI 26470/PFF/RLS commenced by the Company against ANATEL filed with the International Chamber of Commerce (ICC) on August 18, 2021 and (b) the receivables due to the Company in connection with certain PIS/COFINS claims which are the subject of (x) the Writ of Mandamus (Mandado de Segurança) No. 0035134-30.2008.4.01.3400 (y) the Writ of Mandamus (Mandado de Segurança) No. 0008588-75.2010.4.02.5101 ; and (z) related to the sale of the restricted assets, in accordance with the ANATEL and PIS/COFINS Receivables Lien Agreement to be executed between the Company and the Collateral Agent ("ANATEL and PIS/COFINS Proceeds Lien"); (vi) Real Estate Proceeds Lien : fiduciary assignment of the present and future rights held by the Company, at any time, related to the disposition, sale, transfer or assignment of certain Real Estate, observing the terms and conditions of the Real Estate Proceeds Lien Agreements to be executed between the Company and the Collateral Agent, ("Real Estate Proceeds Lien"); (vii) Fiduciary Assignment of the Cash Flow Receivables: fiduciary assignment of the cash flow receivables and assignment of all and any credit rights, existent or contingent, present or future related to the rendering of services executed, from time to time, by the Companies under Judicial Reorganization and/or its affiliates to its related corporate clients, as well as the assignment of any accounts in which such receivables are deposited, at any time, in the terms of the Receivables Lien Agreement ("Receivables Lien"); (viii) Fiduciary Assignment of Credit Rights: fiduciary assignment of all and any credit rights related to the sale of assets and rights, object of any guarantee and the fiduciary assignment of escrow accounts in which the funds related to the sale of assets and rights object of any guarantee, including the B2B Cash Flow Lien in accordance with the B2B Cash Flow Agreement to be executed between the Company and the Collateral Agent ("Credit Rights Lien"); and (ix) Surety Guarantee: Additionally, Rio Alto, PTIF, Oi Coop, Serede and BTCC undertake and declare themselves, irrevocably and irreversibly, as guarantors, main payers and jointly responsible, in accordance with article 275 et seq., as well as article 818 and following of the Brazilian Civil Code, for the faithful, punctual and full compliance with the Guaranteed Obligations (Surety Guarantee, ONT Fiduciary Lien, V.Tal Fiduciary Lien, ClientCo Fiduciary Lien, Real Estate Liens, ANATEL and

PIS/COFINS Proceeds Lien, Real Estate Proceeds Lien, Receivables Lien, G Credit Rights Lien, jointly "Guarantees"; h) Term and Expiration Date: with the exception of the early redemption of the Debentures or early termination of the obligations arising from the Debentures, as provided for in the Deed of Issuance, the Debentures will expire on June 30, 2027 ("Maturity Date"); i) Subscription Price and Payment Method: the Debentures will be subscribed and paid in cash, in national currency and/or credits, on a single date ("Payment Date"). On the first and only Payment Date, the Debentures will be paid with a discount equivalent to 15.97% (fifteen percent and ninety-seven hundredths) in relation to the Unit Nominal Value which corresponds to the Support Fee. The Debentures will be subscribed at a discount, subject to the Support Fee, provided that the discount will be the same for all Debentures paid on the Payment Date; j) Monetary Adjustment of the Debentures: The Unit Nominal Value will not be monetarily updated; k) Compensation: on the Unit Nominal Value of the balance of the Unit Nominal Value of Debentures, as the case may be, a compensatory pre-fixed interest will accrue corresponding to 15.99% (cash) or 20.06% (of which 7.02% with capitalization), as may be, defined throughout the term of the Debenture at the sole discretion of the Company, based on 252 (two hundred and fifty-two) business days, from the Payment Date or the Compensation Interest Payment Date (as defined in the Deed of Issuance) immediately preceding, as applicable, until the date of actual payment ("Compenastion Interest"); l) Compensation: without prejudice of an Early Payment or Early Termination of the obligations arising from the Debentures, under the terms set out in the Deed of Issuance, the amounts related to the Compensation Interest will be quarterly paid, always on March 31st, June 30th, September 30th and 31st December of each year, with the last payment of Compensation Interest due on the Due Date ("Compensation Interest Payment Date"), under the terms of the Deed of Issuance. Without prejudice to the above, if the Company opts for interest of 20.06% p.a., the amount equivalent to 13.04% (thirteen integers and four hundredths of a percent) per year will be paid in cash on each Compensation Interest Payment Date ("Compensation Interest Cash Portion") and the amount equivalent to 7.02% (seven whole and two hundredths percent) per year will be capitalized into the Nominal Unit Value or balance of the Nominal Unit Value, as applicable, on each Payment Date of Compensation Interest, under the terms set out in the Judicial Reorganization Plan ("Capitalization of Interest"), noting that, on the first two Payment Dates of Compensation Interest, the Compensation Interest Cash Portion must also be capitalized at the Nominal Unit Value or balance of the Nominal Unit Value, as applicable, unless the Company sends written notice with at least 15 (fifteen) Business Days before the respective Compensation Interest Payment Date informing that the Compensation Interest Cash Portion will be paid in cash m) Early Redemption or Optional Extraordinary Amortization: The Company may carry out, at any time, (i) early redemption of the Debentures limited to 98% (ninety-eight percent) of the balance of the Nominal Unit Value of the Debentures if the outstanding balance of the Debentures, after said redemption, is not less than the equivalent, in reais, of US$100,000,000.00 (one hundred million US dollars), or the equivalent in other currencies; or (ii) the optional early redemption of all Debentures; n) Total Mandatory Early Redemption or Mandatory Extraordinary Amortization: after full payment of the Amended Original Emergency DIP (as defined in the Deed of

Issuance), the Company will allocate the Net Revenue from the Sale of UPI ClientCo (as defined in the Deed of Issuance), to Net Revenue from the Sale of UPI V.Tal (as defined in the Deed of Issuance), the Net Revenue from the Sale of Assets (as defined in the Deed of Issuance) and the Net Revenue from the Sale of Properties (as defined in the Deed of Issuance) for the prepayment of the Debentures, on a pro rata basis, under the terms and conditions described below and in compliance with the payment order under the Judicial Reorganization Plan o) Early termination: the Debentures may be declared early matured and the Company shall be required to pay the Unit Nominal Value plus Compensation, calculated pro rata temporis, from the Issuance Date or the last Compensation payment date, whatever occurs later, until the date of actual payment and any other amounts that may be owed by the Company to the Debenture Holders pursuant to terms in the Deed of Issuance, in the occurrence of certain events predicted in the Deed of Issuance. Mr. Alvaro Bandeira, representative of the Company's Fiscal Council, was present and informed that the Fiscal Council, at the meeting held on June 25, 2024, gave its favorable opinion on the issuance of the Debentures. The members of the Board of Directors, acknowledged receipt of the explanation of vote from the member Raphael Manhães Martins, unanimously approved the issue and authorized the Board of Officers, directly or indirectly through proxies, to take all measures, negotiate, define and sign all documents necessary within the scope and for the formalization of the Issuance and the Offer, observing the approved conditions and characteristics, including any amendments."

The totality of the members of the Board of Directors were present at the meeting and signing members Messrs. Eleazar de Carvalho Filho (Chairman), Marcos Grodetzky, Henrique José Fernandes Luz, Mateus Affonso Bandeira, Rodrigo Modesto de Abreu, Raphael Manhães Martins, Paul Aronzon, Francisco Roman Lamas Mendez- Villamil and Renato Carvalho Franco. Also present were the representatives of ANATEL, Mr. Luis Claudio Santana Santoro and Mr. Moises Gonçalves, representatives of the Agência Nacional de Telecomunicações - ANATEL, as well as, Mr. Lucas Carneiro Fontes and Rodrigo Naegeli Gondim, representatives of Deloitte Touche Tohmatsu, in the capacity of Judicial Supervisor, under the terms of Clause 7.2 of the Company's Judicial Reorganization Plan. And also present, Ms. Cristiane Barretto Sales, Ms. Daniella Geszikter Ventura and Ms. Marina de Freitas Maciel, Mr. Rogério Takayanagi and Mr. Thalles Eduardo Silva Gracelacio da Paixão, and when the aforementioned item was appreciated, also Mr. Pedro França, representatives of the company, and Mr. Álvaro Bandeira, representative of the Company's Fiscal Council.

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

Rio de Janeiro, June 26, 2024.

Daniella Geszikter Ventura

Secretary of the Meeting

STATEMENT PRESENTED BY THE DIRECTOR RAPHAEL MANHÃES MARTINS, AT THE MEETING OF THE BOARD OF DIRECTORS OF OI S.A. - IN JUDICIAL REORGANIZATION ("COMPANY") HELD ON JUNE, 26TH 2024

As the subscriber of this document stated in a vote presented at the Board of Directors Meeting held on June 6, 2024, it should be noted that, since the first drafts of the Judicial Reorganization Plan ("PRJ"), the subscriber of this document expressed his opposition to various aspects of the structure and conditions that came to be implemented in the aforementioned legal transaction. For brevity, I refer to the statement presented at the Board of Directors Meeting held on March 2, 2023, reiterated on every opportunity in which the topic was submitted for approval by this body.

It turns out that the PRJ was duly approved by the General Meeting of Creditors of the Company, held on April 19, 2024, and was ratified by the Court of the 7th Business Court of the District of the Capital of the State of Rio de Janeiro, according to the decision published on May 29, 2024. In this sense, despite the divergences already presented, it is my responsibility, in light of the commitments assumed as a member of the Board of Directors, to comply with the PRJ in the best interests of the Company.

Having made this reservation, under the terms of the PRJ, there is an express provision that the Company will promote the raising of resources through the issuance of simple debentures, not convertible into shares, of the type with real guarantee, with additional surety guarantee, in a single series, for private placement, under the terms of CVM Resolution No. 160/2022, observing the financial conditions defined therein.

The Board of Executive Officers's proposal does nothing more than implement said provision, and it is the Board of Directors' duty - repeat - to comply with the approved PRJ. Therefore, with the reservations already stated, the vote for APPROVAL of item (4) of the Agenda is recorded.

Raphael Manhães Martins