Oi S A : Minutes of the 365th Board Of Directors Meeting

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 365th BOARD OF DIRECTORS MEETING HELD ON

SEPTEMBER 15, 2023

(Draw up in the form of a summary)

1. DATE, TIME AND PLACE OF MEETING: On the 15th day of September, 2023, 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 Mrs. Cristiane Barretto Sales and Daniella Geszikter Ventura, and Messrs. Rogério Takayanagi, Thalles Eduardo Silva Gracelacio da Paixão, Luis Carlos Plaster and Pedro França, all representing the Company. Also attending the meeting was Mr. Antonio Reinaldo Rabelo
   Filho, the Company's consultant.

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

1. AGENDA: Decide on the proposal received from third parties for the refinancing of the Company's debts relating to the Note Purchase Agreement signed between the Company and certain financial creditors on April 21, 2023.

VI. DELIBERATIONS: The meeting was installed by the Chairman of the Board, in continuity of the meeting of this Board of Directors held on August 30, 2023, when information was provided on the progress of negotiations with certain relevant financial creditors of the Company, signatories of the Note Purchase Agreement signed on April 21, 2023 ("NPA"), relating to the new proposal sent by such relevant financial creditors for an agreement to support financial restructuring and lock up, as well as reported their refusal to receive notification of disbursement of Tranche 2 of the NPA, these facts which triggered the search for other financing alternatives and negotiation with others interested in restructuring the Company's debt, the proposal sent by Banco BTG Pactual S.A. ("BTG") was presented to conclude a new extra-competitive financing, in the "debtor- in-possession" (DIP), as permitted by Law No. 11,101/2005 - LRF ("New DIP

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Oi S.A. - In Judicial ReorganizationMinutes of the 365th Board of Directors Meeting held on September 15, 2023.

Financing") for total refinancing of the Company's debt related to the NPA. In accordance with the proposal received by the Company, BTG, by itself and/or its affiliates, will carry out, in favor of the Company, the New DIP Financing in accordance with the conditions summarized below, which are, in the judgment of the Executive Officer Board, equal or better than the NPA conditions: (i) Total Amount: US$300,000,000.00 (three hundred million dollars) in a single tranche; (ii) Cost (interest): 7.0% in cash / 6.0% PIK per year, paid monthly, in US dollars or the equivalent in reais; (iii) Maturity period: 15 months; (iv) Guarantee: Fiduciary Sale of 95% (ninety-five) percent of the shares issued by V.Tal - Rede Neutra de Telecomunicações S.A. ("V.Tal") held by the Company, at the time of closing the transaction ("Fiduciary Alienation"); (v) Allocation of Resources: the resources will be used primarily to prepay the entirety of the Company's debt existing in the context of the NPA and the remaining balance to satisfy the Oi Group's short-term working capital needs and investments for maintenance of its activities. It was clarified that the conclusion of the New DIP Financing and the effective release of resources to the Company of the amounts related to said financing are subject to (a) prepayment of all amounts owed by the Company in the context of the NPA (including any judicial deposit of disputed amounts); (b) the release of the fiduciary alienation constituted in favor of the current creditors of the NPA, by the NPA guarantee agent, GLAS USA LLC, upon proof of prepayment of the amounts due in the context of the NPA; (c) the registration and formalization of the constitution of the Fiduciary Sale in favor of BTG, with the suspensive condition of prepayment of amounts due in the context of the NPA; and (d) obtaining a court decision on the Company's judicial reorganization and stabilization of it, in the form of the NPA, (i) declaring that the New DIP Financing corresponds to a DIP Financing, under the terms of art. 47, 69-A and 69-F, and 84, item I-B, all from the LRF; (ii) determining the release of the fiduciary alienation constituted in favor of the current NPA creditors, upon proof of prepayment of the amounts due in the context of the NPA; and (iii) authorizing and approving the New DIP Financing and Fiduciary Alienation in favor of BTG. In view of the above, the members of the Board of Directors unanimously approved the celebration of the New DIP Financing under the terms and conditions presented here and contained in the draft NPA made available to the members of the Board of Directors, as well as the instruments necessary for the constitution of the Fiduciary Alienation, with the Company's Executive Officer's authorized to take the measures and perform all acts necessary to implement the approved matter, including, (a) prepayment of amounts due in the context of the NPA (including any judicial deposit of amounts controversial); (b) sending notification to the Current DIP guarantee agent, GLAS USA LLC, to take all necessary measures to release the fiduciary alienation constituted in favor of the current NPA creditors, upon proof of prepayment of the amounts due in the context of the NPA; and (c) as necessary, the request to the Company's judicial reorganization court so that (i) it is declared that the New DIP Financing corresponds to a DIP Financing, in accordance with art. 47, 69-A and 69-F, and 84, item I-B, all from the LRF; (ii) approve the Fiduciary Alienation, with the suspensive condition of prepayment of amounts due in the context of the NPA; (iii)

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Oi S.A. - In Judicial ReorganizationMinutes of the 365th Board of Directors Meeting held on September 15, 2023.

determine that, once the prepayment of the amounts due in the context of the NPA is proven, GLAS USA LLC, as guarantee agent, adopts all measures, including the signature of any documents that may be necessary, to formalize the release of the Fiduciary Alienation constituted in favor of the NPA creditors; and (iv) authorize the formalization of the constitution of Fiduciary Alienation for the benefit of BTG. The receipt of a statement of abstention from Mr. Raphael Manhães Martins was registered, which is kept on file at the Board secretariat.

VII. CLOSING: The supporting material concerning to the sole item of the Agenda are filed with the Secretariat and on the Board's Portal. As there was nothing further to discuss, the Chairman regarded the meeting as closed. And after being read and approved, these minutes were signed by the Board of Directors' attending members and by the secretary.

The totality of the members of the Board of Directors were present at the meeting, which was undersigned by Mr. Eleazar de Carvalho Filho (Chairman), Mr. Marcos Grodetzky, Mr. Henrique José Fernandes Luz, Mr. Paulino do Rego Barros Jr., Ms. Claudia Quintella Woods, Mr. Armando Lins Netto, Mr. Mateus Affonso Bandeira, Mr. Raphael Manhães Martins and Mr. Rodrigo Modesto de Abreu.

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

Rio de Janeiro, September 15, 2023.

Daniella Geszikter Ventura

Secretary

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Oi S.A. - In Judicial ReorganizationMinutes of the 365th Board of Directors Meeting held on September 15, 2023.