Oi S A : Notice to the Market - Launch of the Subscription, Novation and Exchange Rights Offer

Oi - In Judicial Reorganization

CNPJ/MF No. 76.535.764/0001-43

NIRE 33.3.0029520-8

Public Company

NOTICE TO THE MARKET

Launch of the Subscription, Novation and Exchange Rights Offer

for Foreign Debt Securities

Oi - In Judicial Reorganization ("Oi" or "Company") hereby informs its shareholders and the market in general that, on this date, it has launched an offer for subscription and acquisition of new notes issued by the Company, as well as for novation and exchange of the following debt instruments issued abroad by the Company ("Rights Offering"): (i) 10.000% Cash / 12,000% PIK Senior Secured Notes 2025 (CUSIP No. P7354P AA2 and ISIN No. USP7354PAA23); (ii) US$671,479,642.10 Facility Agreement dated June 21, 2018, as amended; (iii) US$79,897,423.00 Facility Agreement dated July 27, 2018, as amended; (iv) US$29,689,623.54 Facility Agreement dated July 26, 2018, as amended;

1. US$682,901,603. 71 Facility Agreement of July 17, 2018, as amended; (vi) US$229,770,382.59 Facility Agreement of July 17, 2018, as amended (collectively, "Foreign Debt Securities") -, in accordance with the terms and conditions set forth in the Rights Offering Memorandum, dated May
   31, 2024 ("Rights Offering Memorandum") and in the Judicial Reorganization Plan of the Company and its subsidiaries, Portugal Telecom International Finance BV - In Judicial Reorganization and Oi Brasil Holdings Coöperatief U.A. - In Judicial Reorganization ("Oi Group"), approved at the General Creditors' Meeting that began on April 18, 2024 and ended on April 19, 2024 and subsequently confirmed by the 7th Business Court of the District of the Capital of the State of Rio de Janeiro ("Judicial Reorganization Court") as per the court order published on the Electronic Official Gazette on May 29, 2024 ("Judicial Reorganization Plan"). Terms beginning with a capital letter and not defined in this notice to the market shall have the meaning set forth in the Judicial Reorganization Plan or in the Rights Offering Memorandum, as the case may be.

The Rights Offering referred to herein is being conducted as part of the Oi Group's judicial reorganization, which began on January 31, 2023, when a preliminary injunction was filed within the Judicial Reorganization Court, with the purpose of obtaining various protective measures in preparation for the ongoing judicial reorganization. The Oi Group intends to implement the restructuring of its debts under the terms of the Judicial Reorganization Plan and, to this end, is

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launching the Rights Offering concurrently with the process of subscription and election of payment options for Financial Creditors holders of Class III Credits.

The Rights Offering and the Rights Offering Memorandum are only applicable to Financial Creditors holders of Foreign Debt Securities. Concurrently with the Rights Offering Memorandum and pursuant to the Judicial Reorganization Plan, the Company is also offering to Financial Creditors holders of Class III Credits in Brazilian Reais, the right to (i) subscribe for New Priority Notes (and receive the Restructuring Option I) or (ii) elect to receive the Restructuring Option II or (iii) elect to receive the Payout Recovery (as defined below), on terms consistent with those set forth in the Rights Offering Memorandum.

Financial Creditors holders of Class III Credits other than the Foreign Debt Securities referred to above, as well as the other holders of Class III Credits shall access the platform https://credor.oi.com.brand choose the respective payment option, under the terms of Clause 4.4 (Choice of Payment Option) of the Judicial Reorganization Plan.

Rights Offering terms and conditions

The Financial Creditors holders of Foreign Debt Securities may, under the terms of the Rights Offering Memorandum and of the Judicial Reorganization Plan, novate and exchange the respective Foreign Debt Securities: (i) through the acquisition and subscription of a pro rata portion of up to USD 505,000,000.00, for new 10,000% / 13. 500% PIK Toggle Senior Secured Notes 2027 of the Company ("New Priority Notes"), whereby the respective Foreign Debt Securities will be novated and replaced by (1) an aggregate principal amount equal to the lesser of (x) the aggregate amount of its existing Foreign Debt Securities and (y) a pro rata portion of the amount equivalent in US dollars to R$ 6.75 billion with the pro rata receipt of Roll-Up Notes; and (2) a pro rata portion of New Credit Capitalization Shares, pursuant to Clause 4. 2.2 (Restructuring Option I) and sub-items of the Judicial Reorganization Plan; (ii) for the A&E Reinstated Debt and Participating Debt under the terms of Clause 4.2.3 (Restructuring Option II) and sub-items of the Judicial Reorganization Plan; or (iii) for payment in cash under the terms of Clauses 4. 2.1 (Linear Payment of Class III Credits) and 4.2.11 (Non-QualifiedEx-Bondholders Credits) provided for in the Judicial Reorganization Plan, as applicable (the latter, "Forms of Payout Recovery").

The Subscription of New Priority Notes and Roll-Up Notes is made, and the guarantees related thereto will be issued, only (a) in the United States to creditors holding Class III Claims that are (i) "qualified institutional buyers" (as defined in Rule 144A ("Rule 144A") under the U.S. Securities Act 1933, as amended ("Securities Act") or (ii) institutional "accredited investors" as defined in Rule 501 of Regulation D promulgated under the Securities Act, or (b) outside the United States to creditors holding Class III Claims who are not U.S. persons as defined in Regulation S of the Securities Act ("Eligible Creditors"). Only such Eligible Creditors are authorized to participate in the subscription of New Priority Notes and, consequently, to

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receive the Restructuring Option I, subject to regulatory approvals. Accordingly, the New Priority Notes and the Roll-Up Notes and any guarantees related thereto have not been - and will not be - registered under the Securities Act, or under any US securities laws.

Participation in the Rights Offering

The Rights Offering expires at 5:00 p.m., New York City time, on July 1, 2024, unless earlier extended or terminated in the Company's sole discretion (such time and date, the "Expiration Time").

In order for an Eligible Creditor to subscribe for the New Priority Notes and have its Foreign Debt Securities restructured in the form of Restructuring Option I, such Eligible Creditor must (i) submit a signed and completed payment option choice form to Kroll Issuer Services Limited ("Subscription Agent") by the Expiration Time, (ii) exclusively with respect to the 10.000% Cash / 12.000% PIK Senior Secured Notes 2025 offer (and not withdraw such offer) such 10.000% Cash / 12.000% PIK Senior Secured Notes 2025 until the Expiration Time, and (iii) except with respect to Eligible Creditors that have Outstanding Claims arising from the Original Updated Emergency DIP or Bridge Loan, pay, in cash, such New Priority Notes, so that such funds are received by the Subscription Agent within two (2) Business Days (and prior to 5:00 P.M., New York City time, on such second Business Day) following receipt of e-mail confirmation of such eligible creditor's subscription amount from the Subscription Agent, unless extended by the Company in its sole discretion. For the avoidance of doubt, the obligation of any DIP Roll Holder to convert their applicable DIP Obligations into New Priority Notes shall be subject to the terms and conditions set forth in the Second Amended and Restated Note Purchase Agreement executed on April, 19, 2024 ("Note Purchase Agreement"), and no DIP Roll Holder shall be required to fund any amounts hereunder, other than any amount in excess their applicable DIP Obligations and committed to by such DIP Roll Holder in its payment option choice.

In order for Financial Creditor to have its Foreign Debt Securities restructured in the form of Restructuring Option II or in the Forms of Payout Recovery, such Financial Creditor must (i) submit a signed and completed payment option choice form to the Subscription Agent by the Expiration Time and (i) exclusively with respect to 10.000% Cash / 12.000% PIK Senior Secured Notes 2025, offer (and not withdraw such offer) such 10.000% Cash / 12.000% PIK Senior Secured Notes 2025 by the Expiration Time.

The 10.000% Cash / 12.000% PIK Senior Secured Notes 2025 and the payment election forms submitted may be revoked in accordance with the terms of the Rights Offering Memorandum prior to 5:00 p.m., New York City time, on July 1, 2024, unless extended by the Company in its sole discretion, but not thereafter unless required by applicable law.

The Company's obligation to accept the subscriptions and offers pursuant to the Rights Offering Memorandum is subject to and conditioned upon the satisfaction or waiver of certain conditions set

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forth in the Judicial Reorganization Plan and the Note Purchase Agreement, in particular, the receipt of the petition filed with the U.S. Bankruptcy Court of the Southern District of New York to grant full force and effect to the Judicial Reorganization Plan and the Brazilian confirmation order in the United States. No assurance can be given that these and any other conditions will be satisfied or waived.

In the event that Financial Creditor holder of Foreign Debt Securities does not validly and timely make one of the choices applicable to it for participation in the Rights Offering with its Foreign Debt Securities, the Foreign Debt Securities of such Financial Creditor shall be deemed automatically canceled and novated, with the right to receive a payment for its Foreign Debt Securities in 5 (five) equal annual installments, beginning with the first installment on the last business day of December 2048 and subsequently each year, pursuant to clause 4.2.12 of the Judicial Reorganization Plan (Default Payment Option), as full compensation of its Foreign Debt Securities.

Questions and Additional Information

Questions and requests for assistance can be directed to the Subscription Agent on [phone] or by e-mail at [e-mail].

For more information on the Rights Offering and access to the Rights Offering Memorandum and payment choice forms, Financial Creditors holders of Foreign Debt Securities should visit https://deals.is.kroll.com/oi.

This Notice to the Market does not constitute an offer or solicitation for sale or exchange (as applicable) with respect to the New Priority Notes, the Restructuring Option I, the Restructuring Option

1. or the Forms of Payout Recovery. No offer, solicitation, purchase, sale or exchange will be made in any jurisdiction in which such offer, solicitation, purchase, sale or exchange would be unlawful. The Rights Offering is being made solely pursuant to the Rights Offering Memorandum and the Plan of Reorganization and solely to persons and in the jurisdictions as is permitted under applicable law.

Rio de Janeiro, May 31, 2024.

Oi S.A. - In Judicial Reorganization

Cristiane Barretto Sales

CFO and Investor Relations Officer

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Special Note on Forward-Looking Statements:

This Notice to the Market contains forward-looking statements. Statements that are not historical facts, including statements of the Company's beliefs and expectations, business strategies, future synergies, cost savings, future costs and future liquidity are forward-looking statements. The words "will", "should", "could", "anticipates", "intends", "believes", "estimates", "expects", "forecasts", "plans", "goals", "objective", "projects", "anticipates" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. There can be no assurance that the expected events, trends, or results will actually occur. Such statements reflect the current opinion of the Company's management and are subject to various risks and uncertainties. These statements are based on various assumptions and factors, including general economic and market conditions, industry conditions, corporate approvals, operating factors, and other factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations. All forward-looking statements attributable to the Company or its affiliates, or persons acting on their behalf, are expressly qualified in their entirety by the cautionary statements set forth in this paragraph. Undue reliance should not be placed on these statements. Forward-looking statements speak only as of the date they are made. Except as required by Brazilian securities laws and the rules and regulations of the CVM or the regulators of other applicable jurisdictions, Oi and its affiliates are not required to, and do not intend to, update, or publicly announce the results of any revisions to the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. It is recommended, however, to consult the additional disclosures that Oi may make on related matters through reports or communications that Oi may file with the CVM.

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