Oi S A : Material Fact - ANATEL's Approval on (Mobile Assets UPI) and the Oi Móvel Merger_v. january 31 2022

Oi S.A. - In Judicial Reorganization

Federal Taxpayers' Registry (CNPJ/MF) No. 76.535.764/0001-43

Board of Trade (NIRE) No. 33.3.0029520-8

Publicly-Held Company

MATERIAL FACT

Prior Consent by ANATEL

Mobile Assets UPI Disposal

Merger of Oi Móvel by Oi

RAN Sharing Agreement Sharing

Oi S.A. - In Judicial Reorganization ("Oi" or the "Company"), pursuant to article 157, paragraph 4, of Law No. 6,404/76 (the "Brazilian Corporation Law"), and CVM Resolution No. 44/2021, and further to the information contained in the Notice to the Market released on January 29, 2021 and Material Facts dated June 15, 2020, September 07, 2020 and December 14, 2020, hereby informs its shareholders and the market in general that it has learned that the National Telecommunications Agency (Agência Nacional de Telecomunicações), or Anatel, in deliberation at the 19th Extraordinary General Meeting of the Board of Directors, granted prior consent to the sale of Isolated Production Units, or "UPI", Mobile Assets ("Transaction") by the Company and Oi Móvel S.A - In Judicial Reorganization ("Oi Móvel") for the companies Claro S.A., Telefônica Brasil S.A. and Tim S.A. ("Purchasers"), with the transfer of authorizations for the use of associated radio frequencies to the respective Mobile Special Purpose Entities ("SPEs"), and later , the transfer of control thereof to each of the Purchasers. The transfers are subject to the fulfillment of certain conditions established by Anatel.

The effective conclusion of the Transaction is also subject to the approval of the Administrative Council for the Defense of Competition (Conselho Administrativo de Defesa da Concorrência), or CADE, whose process is pending before the aforementioned body, as well as the compliance with the usual precedent

conditions for operations of this nature, provided for in the Share Purchase and Sale Agreement and Other Covenants.

At the same meeting, Anatel granted prior consent for the corporate transaction that will culminate in the merger of Oi Móvel by Oi, with the transfer to Oi of the concessions held by its wholly-owned subsidiary Oi Móvel for the provision of the Access Services (Serviço de Acesso Condicionado), or SeAC, and Multimedia Communication Services (Serviço de Comunicação Multimídia), or SCM. Such consent is subject to the fulfillment of certain conditions established by Anatel.

The merger is also subject to obtaining the authorization from the Debenture Holder of the 2nd Issue of the Common, Non-Convertible Unsecured Debentures, in a Single Series, with a Fiduciary Guarantee, for the Private Placement of Oi Móvel.

Finally, the regulatory agency granted prior consent for the sharing of the RAN Sharing Industrial Exploration Agreement presented by the Purchasers and Mobile Special Purpose Entities ("SPEs").

As soon as the judgments to the abovementioned are made available, the Company will disclose their full content.

The consents mentioned above represent the fulfillment of another important stage of the Amendment to the Judicial Reorganization Plan of the Company and its subsidiaries under judicial reorganization ("APRJ"), approved at the General Creditors' Meeting and ratified by the Court of the 7th Corporate Court of the Capital District of the State of Rio de Janeiro.

Oi reaffirms its commitment to keep its shareholders and the market informed about the relevant and significant aspects of these subjects.

Rio de Janeiro, January 31, 2022.

Oi S.A. - In Judicial Reorganization

Cristiane Barretto Sales

Chief Financial Officer and Investor Relations Officer