Oi S.A. - In Judicial Reorganization

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

Board of Trade (NIRE) No. 33.30029520-8

PUBLICLY HELD COMPANY

MINUTES OF THE 319 MEETING OF THE BOARD OF DIRECTORS

ON FEBRUARY 22, 2022

  1. DATE, TIME AND PLACE: On February 22, 2022, at 8:30 a.m., by video conference, under the terms of article 29, paragraph 1 of Oi S.A. - In Judicial Reorganization's ("Oi" or the "Company") Bylaws.
  1. CALL NOTICE: Call notice made by individual messages to the Board Members, under the terms to article 28, paragraph 1 of the Company's Bylaws.
  1. ATTENDANCE: All the members of the Board of Directors were present and signed below. Mr. Rodrigo Abreu, Ms. Cristiane Barretto Sales, Mr. Rogério Takayanagi, Mr. Thalles Paixão, Mr. Carlos Eduardo Monteiro de Medeiros, Mr. David Tavares Nunes, Mr. Antonio Carlos Correa Neto, Mr. Arthur Jose Lavatori Correa and Ms. Daniella Geszikter Ventura, all representatives of the Company, also attended the meeting, being also the first three managers of Oi Móvel S.A. - In Judicial Reorganization
    ("Oi Móvel").

IV. MEETING BOARD: Chairman of the meeting: Mr. Eleazar de Carvalho Fillho; Secretary of the

meeting: Ms. Luciene Sherique Antaki.

  1. AGENDA: Verification of compliance with the conditions for carrying out the merger of Oi
    Móvel by the Company ("Merger") and authorization for the Board of Executive Officers to perform all acts necessary for the implementation of the Merger.

VI. RESOLUTIONS: After the meeting was installed by the Chairman of the Board, with respect to the single item on the Agenda, the Directors were informed that the conditions for the Merger, under the terms proposed by the management and approved by the Company's shareholders at the Extraordinary General Meeting held on January 27, 2022, were fully verified, once that (i) on January 31, 2022, the National Telecommunications Agency ("Anatel") granted prior consent for the Merger, as well as published in the Official Gazette of the Union, in the edition of this date, on February 22, 2022, Section 1, Page 15, the act of transfer, to Oi, of the SeAC grant (pay TV) held by Oi Móvel, and of consolidation of the SCM grant with the one already held by Oi; and (ii) on February 18, 2022, the Debenture Holder of the 2nd Issue of Simple Debentures, Non-convertible into Shares, of the Kind with Real Guarantee, with Additional Personal Guarantee, in a Single Series, for Private Placement, by Oi Móvel, granted, under the terms of the Indenture, consent for the Merger to take place. Thus, after analyzing and discussing the matter, once all the conditions for the Merger have been implemented, as approved by the Company's Shareholders at the Extraordinary General Meeting held on January 27, 2022, the Directors attest that the Merger of Oi Móvel into Oi was implemented and became effective on this date, and the Company's Board of Executive Officers was authorized to perform all acts necessary for the implementation of the Merger, including the preparation of the relevant financial statements for the purpose of presentation to the competent authorities. The participation of the managers of Oi Móvel, now merged, is recorded.

Oi S.A. - In Judicial Reorganization

Minutes of the 319 Meeting of the Board of Directors

On February 22, 2022.

VII. CLOSING: With nothing further to discuss, the Chairman declared the meeting closed, and these minutes were drawn up, read and approved. These minutes have been signed by the present members of the Board of Directors and by the Secretary. (a.a) Eleazar de Carvalho Filho (Chairman), Marcos Grodetzky, Roger Solé Rafols, Henrique José Fernandes Luz, Maria Helena dos Santos F. Santana, Paulino do Rego Barros Jr., Claudia Quintella Woods, Luís Maria Viana Palha da Silva, Armando Lins Netto, Mateus Affonso Bandeira and Raphael Manhães Martins.

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

Rio de Janeiro, February 22, 2022.

Luciene Sherique Antaki

Secretary of the Meeting

Oi S.A. - In Judicial Reorganization

Minutes of the 319 Meeting of the Board of Directors

On February 22, 2022.

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Oi SA em Recuperação Judicial published this content on 23 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 February 2022 22:33:39 UTC.