EXTRAORDINARY GENERAL
MEETING
SECOND CALL
MANUAL FOR PARTICIPATION AND
MANAGEMENT PROPOSAL
DECEMBER 1, 2022
RIO DE JANEIRO
1 MESSAGE FROM MANAGEMENT
2 INVITATION
PROCEDURES, GUIDELINES, DEADLINES AND POWER OF ATTORNEY FOR
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ATTENDING THE GENERAL MEETING |
4 MATTERS TO BE RESOLVED
5 CALL NOTICE
6 ANNEXES
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ANNEX I – Origin and Justification of the Proposed Amendments to the Bylaws; ANNEX II – Bylaws;
ANNEX III – Information about appraisers;
III.a Annex L of CVM´s Resolution 81/22; and
III.b Business Proposal.
ANNEX IV – Protocol and Justification for the Merger of Brt Card;
ANNEX V – Protocol and Justification for the Merger of Paggo Administradora; ANNEX VI – Protocol and Justification for the Merger of Bergamo;
ANNEX VII – BrT Card Valuation Report of the Accounting Shareholders’ Equity;
ANNEX VIII – Paggo Administradora Valuation Report of the Accounting Shareholders’ Equity; ANNEX IX – Bérgamo Valuation Report of the Accounting Shareholders’ Equity;and ANNEX X – Information about the Merger.
X.a Annex I of CVM´s Resolution 81/22;
X.b Copy of the minutes of the Board of Directors’ meeting; and
X.c Copy of the minutes of the fiscal council meeting.
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1. MESSAGE FROM THE MANAGEMENT
DEAR SHAREHOLDERS,
Given that the quorum for the Extraordinary General Meeting (“EGM”) of Oi S.A. – In Judicial Reorganization (“Oi” or “Company”) called for November 18, 2022, at 11:00 am has not been reached, the Company’s management invites you to attend the next Extraordinary General Meeting (“EGM”) of the “Company to be held, on second call, on December 1, 2022, at 11:00 am (“EGM Second Call”), exclusively digital, through the digital platform Ten Meetings (“Digital Platform”), as detailed in the Call Notice and throughout this Manual.
The EGM Second Call, shall resolve on the proposal for a reverse split of common and preferred shares issued by the Company, which aims, in addition to adjust the price of the shares issued by the Company to an amount equal to or greater than BRL 1.00 per unit, to attract institutional investors and restore liquidity through reallocation in the stock exchange environment of shares resulting from the reverse split of fractions held by inactive shareholders. In addition, the EGM Second Call shall resolve upon the merger of three wholly-owned subsidiaries with and into the Company, seeking to optimize and simplify operations, reduce costs related to business management, generate synergies and allow the Company to achieve a more efficient and adequate structure for its transformation process. On this second call, the EGM will be installed with any number of shareholders present.
The Company informs that it has been continuing its restructuring process foreseen in its Judicial Reorganization Plan, and that it will remain focused on optimizing its capital structure, seeking a better debt profile. From an operational point of view, the Company is in a transition period focused on executing its core business, aiming to increase revenues by expanding services through optical fiber, developing new revenues in verticals such as health, education, and finance, as well as in the corporate market by offering innovative IT solutions through Oi Soluções. Oi is now one of the largest fiber and corporate services companies in the country, and continues to expand its portfolio at an accelerated pace. On the other hand, we remain prioritizing cost reduction.
The Company`s management appreciates the confidence placed in Oi and its Managers, reiterating its intention to continue acting ethically and with integrity and complying with the principles of transparency, equity, accountability and corporate responsibility.
Finally, we would like to emphasize that, in order to make it easier for investors to understand abaut the matters to be resolved, we maintained the format of a single document including the information of the Shareholders Participation Manual, additional explanations on matters to be voted and the Management Proposal, which are hereby restated under the same terms asprovided for the Company’s AGE called for November 18, 2022, at 11:00 am.
Sincerely,
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RODRIGO MODESTO DE ABREU |
ELEAZAR DE CARVALHO FILHO |
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Chief Executive Officer |
Chairman of the Board of Directors |
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3. PROCEDURES, GUIDELINES, DEADLINES AND POWER OF ATTORNEY
3.1 PARTICIPATION MODALITIES
Oi’s Shareholders may exercise their voting right at the EGM via Distance Voting Bulletin (“BVD”) presented at the EGM on first call or through new access to the Digital Platform.
3.2 DISTANCE VOTING
Pursuant to item I of article 49 of CVM Resolution 81, the voting instructions received through the BVD sent by the shareholders on first call of the EGM will be treated normally.
3.3 DIGITAL MEETING
The Company’s decision to hold the EGM exclusively digitally aims to facilitate the participation of Shareholders and other parties involved in the conduction of the EGM.
Therefore, it will not be possible to attend the EGM physically, as it will be held exclusively digitally.
Shareholders may attend the EGM through Digital Platform in person or through a duly appointed proxy pursuant to Article 28, paragraphs 2 and 3 of CVM Resolution No 81, in which case the Shareholders may: (i) simply attend the EGM Second Call, whether or not they have sent the BVD at the time of the first call of the EGM; or (ii) attend and vote at the EGM Second Call, observing that, if the shareholder has already sent the BVD and wishes to vote at the EGM through the Digital Platform, their voting instructions received through the BVD shall be disregarded.
The electronic participation system to be provided by the Company will allow registered shareholders to attend, manifest, and vote at the EGM without being physically present, pursuant to the provisions established in CVM Resolution No 81.
3.3.A REQUIRED DOCUMENTATION
Shareholders or their proxies who wish to attend the EGM Second Call through Digital Platform shall use the registration validated on the first call of the EGM. Those who did not register for the first call of the EGM or who had their registration rejected shall access the specific website for the meeting, at https://tenmeetings.com.br/assembleia/portal_/#/?id=34D5BA00C00B, fill out their registration form and attach all required documents to qualify them to attend and/or vote in the EGM Second Call, as detailed below, by November 29, 2022)(“Accreditation”).
Shareholders must present proof of ownership of Oi shares issued by the bookkeeping financial institution or custody agent on the date of accreditation for participation, as well as the following documents shall be required for Accreditation of the Shareholders:
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Disclaimer
Oi SA em Recuperação Judicial published this content on 22 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 November 2022 00:04:00 UTC.
Publicnow 2022
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Technical analysis trends OI S.A.
| Short Term | Mid-Term | Long Term | |
| Trends | Bearish | Bearish | Bearish |
Income Statement Evolution
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Sell  Buy |
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| Mean consensus | HOLD |
| Number of Analysts | 1 |
| Last Close Price | 0,53 BRL |
| Average target price | 1,34 BRL |
| Spread / Average Target | 153% |
| 1st jan. | Capi. (M$) | ||
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OI S.A. | -60.16% | 230 |
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