Oi S A : MINUTES OF THE 338 MEETING OF THE BOARD OF DIRECTORS ON October 17, 2022

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 338 MEETING OF THE BOARD OF DIRECTORS

ON OCTOBER 17, 2022

1. DATE, TIME AND PLACE: On October 17, 2022, at 3:00 p.m., by deliberative circuit 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 Modesto de Abreu, Ms. Cristiane Barretto Sales, Mr. Rogério Takayanagi, Mr. Thalles Paixão, Mr. David Tavares Nunes, Mr. Luis Plaster, Mr. Antonio Carlos Correa Neto and Ms. Daniella Geszikter Ventura, all representatives of the Company. Also present was Mr. Antonio Luiz Feijo Nicolau, representative of Meden Consultoria Empresarial
   ("Meden") and Mr. Alvaro Bandeira, representative of the Fiscal Council.

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

Secretary of the meeting: Ms. Luciene Sherique Antaki.

1. AGENDA: (1) Reverse split of Oi shares; and (2) Merger of BrT Card Serviços
   Financeiros Ltda. ("BrT Card"), Paggo Administradora Ltda. ("Paggo Administradora") and Bérgamo Participações Ltda ("Bérgamo" and, jointly with BrT Card and Paggo Administradora, "Merged Companies") with and into the Company ("Mergers").

VI. RESOLUTIONS: Once the meeting was installed by the Chairman, the presence of Mr. Alvaro Bandeira, the representative of the Fiscal Council was recorded. In relation to item (1)of the Agenda, continuing the discussions held at the Board of Directors meeting on September 28, 2022, Mr. Luis Plaster submitted a proposal to carry out a reverse split of shares issued by the Company at a ratio of 50 to 1, so that each lot of fifty (50) shares of each type shall be grouped into a single share of the same type, as well as the holding of as many auctions as necessary to settle the total amount of any possible fractions resulting from the reverse split, which funds shall be delivered to the holders of the fractions. Mr. Plaster also proposed that the American Depositary Shares ("ADSs"), backed by shares issued by the Company, should not be subject to the reverse split, so that the parity of the ADSs with the local shares be adjusted in order to maintain the total number of ADSs. As consequence, each common share shall now represent ten (10) ON ADSs (1:10), while one preferred share shall be equal to fifty (50) PN ADSs (1:50). It was also clarified that the purpose of the reverse split proposal is, in addition to setting the price of the Company's shares at or above BRL 1.00 per unit, to attract institutional investors and restore liquidity through the reallocation, in the stock exchange environment, of shares resulting from the reverse split of fractions held by inactive shareholders. After explanations provided by the

Company's representatives, it was recorded that the Fiscal Council issued an opinion in favor of the reverse split of shares. The members of the Board of Directors unanimously approved the reverse split of shares proposal, with the abstention of Mr. Raphael Manhães Martins, and authorized the adoption of the necessary measures implement the proposal, including the call for an Extraordinary General Meeting, as well as the disclosure, on the date hereof, of a Material Fact with the relevant information regarding the reverse split of shares. As for item (2) of the Agenda, the attendance of Mr. Antonio Luiz Feijo Nicolau, representative of Meden, responsible for providing the appraisal reports of the Merged Companies was recorded. Afterwards, the proposal for Merger of BrT Card, Paggo Administradora and Bérgamo with and into the Company was appraised, given that the maintenance of several administrative structures may lead to an increase of operational costs, at the same time as it implies the loss of relevant synergies in the conduct the Company's matters of interest. In this context, the merger of BrT Card, Paggo Administradora and Bérgamo with and into the Company is being proposed in order to reduce operational costs and optimize the administrative and financial organization and the exchange of information between Oi Companies, allowing the Company to achieve a more efficient and suitable structure to their transformation process. As a result of the Mergers, BrT Card, Paggo Administradora and Bérgamo shall be terminated, and the Company shall succeed the Merged Companies in all of their rights and obligations. The net assets of BrT Card, Paggo Administradora and Bérgamo are, respectively, (i) BRL 493,976.57; (ii) BRL 604,831,064.46 (negative); and

1. BRL 1,490,072,877.21, pursuant to the appraisal reports, at book value, prepared by
   Meden Consultoria Empresarial Ltda. ("Meden") on the base date of July 31, 2022. It was explained that the Mergers shall not result in an increase or decrease of Oi's net equity, given that all of shares issued by the Merged Companies are held by the Company and that the Company already has the consolidated record of the Merged Companies its net equity, by equity equivalence. Due to that, the Mergers shall not result in a change to Oi's net equity, as sucessor company, nor shall they have any effect on Oi's share capital or Bylaws.
   After explanations provided by the Company's representatives and, furthermore, having been recorded that the Fiscal Council issued an opinion in favor of the Mergers, the Board of Directors unanimously (i) ratified the appointment and engagement of Meden as responsible for preparing the appraisal reports, at book value, of the net equities of BrT
   Card, Paggo Administradora and Bérgamo, to be merged into the Company's equity (the "Appraisal Reports"); (ii) approved the Appraisal Reports prepared by Meden, for the purposes of the Mergers; (iii) approved the Protocols and Justification of the Mergers, including its exhibits ("Protocols and Justification of the Mergers"), which stabilish the terms and conditions for the Mergers; (iv) authorized the Company's Executive Office to adopt all measures necessary to implement the Mergers; and (v) approved the call for an Extraordinary General Meeting of the Company, to be held exclusively in a digital form on November 18, 2022, to resolve upon the Mergers and all related documents, as well as the reverse split of the Company's shares, as per item 1 of the Agenda of this meeting, pursuant to the terms of the Call Notice and the Manual for Participation and Management Proposal, made available. Finally, it was recorded that the merger of Bérgamo shall become effective on January 2, 2023 due to the period expected for accounting adjustment and development of the systemic routines necessary to make the merger operational.

VII. CLOSING: The supporting material relating to the items on the Agenda is kept on file in the Secretariat and on the Board's Portal. 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, 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, October 17, 2022.

Luciene Sherique Antaki

Secretary of the Meeting