Oi S.A. In Judicial Reorganization CNPJ/MF No / NIRE Publicly-Held Company NOTICE TO SHAREHOLDERS

Transcription

1 Oi S.A. In Judicial Reorganization CNPJ/MF No / NIRE Publicly-Held Company NOTICE TO SHAREHOLDERS Oi SA - In Judicial Reorganization ( Oi or Company ), hereby informs the Shareholders and the market in general that it has received from its shareholder Tempo Capital Principal Fundo de Investimento de Ações a request for appointment of a member and respective alternate member of the Fiscal Council, through a separate vote by shareholders holding preferred shares, at the Annual General Meeting to be held on April 30, at the Company's headquarters ( AGO ). Information regarding the candidates nominated by said shareholder is attached to this Notice to Shareholders. The Company informs that the abovementioned request for nomination of candidates does not alter the management s proposal for the election of members of the Fiscal Council made available to the shareholders at the Company's headquarters and by the Empresas.NET system of Brazilian Securities and Exchange Commission CVM (Comissão de Valores Mobiliários) and São Paulo Stock Exchange (B3). Rio de Janeiro, April 20, Oi S.A. In Judicial Reorganization Carlos Augusto Machado Pereira de Almeida Brandão Chief Financial Officer and Investor Relations Offices and Officer

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4 OI S.A. Items of the Reference Form Candidate Appointed to the Audit Committee 12.5 Registration Details and professional experience: Name Date of Birth Age Occupation Domenica Eisenstein Noronha 01/13/ Manager CPF (taxpayer identification number) or Passport (PAS) Elective Office Held Election Date Date of Tenure Audit Committee April 2018 April 2018 Duration of the Term of Office Others Positions and Functions Exercised in the Company Indicate if Elected by Controller 1 year No Indicate if Independent Member Yes Professional Experience Number of Consecutive Terms of Office Mrs. Domenica has 19 years of experience in the financial field. She worked for 11 years at Morgan Stanley Bank, first in New York in M&A operations for Latin American companies, and then in São Paulo as Executive Director, she was responsible for capital market transactions (equity and debt). She worked on capital markets projects for several companies including: Petrobras, BM&F, Kroton, Embraer, Fleury, CSN, Ultrapar, Grupo FEMSA, Gol, Banco BMG, Multiplan, Telefónica, Copa Airlines. Since 2010, she has been a member of Tempo Capital Gestão de Recursos Ltda. Tempo Capital is an independent manager, founded in 1995, focused on Brazilian stock with a long-term fundamental analysis bias ( Currently, Tempo Capital manages stock funds with equity of approximately BRL 1.7 Bn for individual shareholders, private banking clients and foreign investors. Her responsibilities include economic and financial analysis of investments, investor relations, supervision of compliance, Revision of regulatory aspects. Graduated in Administration by Georgetown University, in Washington DC, magma Cum Laude, with major in Finances, International Business and Economics. Certificates: CFA, CGA, CPA-20 and Series 7. Mrs. Domenica holds or held the following positions in publicly held companies: Member of the Audit Committee of Fibria Celulose S.A. (since February 2017, with term of office valid until April 2018); Member of the Audit Committee of Usinas Siderúrgica de Minas Gerais S.A. - Usiminas (April 2015 to April 2016 and April 2017 to April 2018); Member of the Audit Committee of Embratel Participações S.A. (April 2012 to August 2014). Declaration of No Impediment Domenica Eisenstein Noronha, has no conviction in criminal proceedings or administrative proceedings with the CVM (Brazilian Securities and Exchange Commission), or conviction passed into res judicata, in the judicial or administrative sphere, that has suspended or disqualified her practice of professional or commercial activity Percentage of Participation in Meetings of the Committee in the last financial year, carried out by the relevant body that took place after the tenure:

5 12.7 Information mentioned in item 12.5 in relation to the members of the statutory committees, as well as the audit, risk, financial and remuneration committees, even if such committees or structures are statutory: 12.8 Information on the performance as a member of the statutory committees, as well as the audit, risk, financial and compensation committees: Information on the existence of a marital relationship, cohabitation or kinship up to the third degree between: a. managers of the Company b. (i) managers of the Company and (ii) managers of direct or indirect subsidiaries of the Company c. (i) managers of the Company or its direct or indirect subsidiaries, and (ii) direct or indirect controllers of the Company d. (i) managers of the Company and (ii) managers of the direct and indirect controlling companies of the Company Information on supervisor-subordinate relationship, service provision or control kept, in the last 3 fiscal years, between the Company s managers a. direct or indirect subsidiary of the Company between the appointed Member of the Audit Committee (other than those related to the exercise of the b. direct or indirect controller of the Company between the appointed Member of the Audit Committee (other than those related to the exercise of the c. if relevant, supplier, client, debtor or creditor of the Company, its subsidiary or controlling company or the subsidiary of any of these

6 between the appointed Member of the audit Committee (other than those related to the exercise of the Domenica Eisenstein Noronha

7 DECLARATION DOMENICA EISENSTEIN NORONHA, Brazilian, single, business administrator, enrolled as a Taxpayer (CPF) under No , Identification Card No IFP/RJ, with an address at Rua do Carmo, No. 8, suite 502, Rio de Janeiro - RJ, as provided in article 147, 4, of Act No. 6404/1976, with wording provided in Act n. 10,303/2001, and the CVM (Brazilian Securities and Exchange Commission) Instruction No. 367 dated May 29, 2002, being aware that she shall be appointed for the position of member of the Audit Committee of OI S.A., a company with headquarters at Rua do Lavradio, No. 71, City and State of Rio de Janeiro, Centro, with taxpayer identification No. CNPJ/MF / hereinafter referred simply to as OI, hereby declares, under penalty of law and for all legal purposes, that: (i) she is not prevented by a special law, or convicted for crimes of bankruptcy, lying, bribes or bribery, [concussion], embezzlement, crimes against the economy, public faith or property, or criminal penalty that prevents, even if temporarily, the access to public office, as provided in 1 of article 147 of Act n. 6404/1976; (ii) she is not convicted or subject to a suspension or temporary disqualification by the Comissão de Valores Mobiliários (Brazilian Securities and Exchange Commission) that makes her ineligible for the management positions of the publicly held company, as provided in paragraph 2 of art. 147 of Act No. 6,404/76; (iii) to the best of my knowledge, she meets the requirements of unblemished reputation established by 3 of article 147 of Act n. 6,404/1976; and (iv) she does not hold a position in a company that may be considered a competitor of the company, and does not have orrepresent interests that conflict with those of the company, as provided in items I and II of 3 of article 147 of Act No. 6,404/1976. I further declare, under penalty of law, under art. 10 of CVM Instruction 481/09 and under items 12.9 and of the Reference Form in Annex 24 of the CVM Instruction 552/14, that I have no marital relationship, cohabitation or kinship relationship up to the 2nd degree with OI managers, their subsidiaries and controllers, and have no subordinate relationship, obligation to render services or control relationship (in the last three fiscal years) with a subsidiary of the company, indirect or direct controller, supplier, client, debtor or creditor of OI. Finally, I declare that I am fit to provide these declarations at the moment of my tenure. Rio de Janeiro, April 18, DOMENICA EISENSTEIN NORONHA

8 OI S.A. ITEMS OF THE REFERENCE FORM Candidate Appointed to the Audit Committee 12.5 Registration Details and professional experience: Name DATE OF BIRTH Age Occupation Maurício Rocha Alves de Carvalho 09/12/ Engineer CPF (taxpayer identification number) or Passport (PAS) Audit Committee (substitute) Duration of the Term of Office Elective office Held Election Date Date of Tenure Others Positions and Functions Exercised in the Company April 2018 April 2018 Indicate if Elected by Controller 1 year No Indicate if Independent Member Yes Professional Experience Number of Consecutive Terms of Office Mr. Mauricio has more than 25 years of experience in the financial area, developing business and investment strategies, aimed at creating value and sustainability. He has experience as an investment and business interest Manager and as an M&A strategies Consultant (business evaluation, analysis of association alternatives and financing structuring) with excellent experience in capital markets. He is a member of the Board of Directors and audit committee of publicly held and private companies, as well as non-profit institutions. With a focus on the areas of business strategy, financial management and performance indicators. Mr. Mauricio graduated in Mechanical Engineering from the Pontifícia Universidade Católica do Rio de Janeiro in 1983, and holds an MBA from the Wharton School - University of Pennsylvania, His certificates include: CFA 2005, CNP and 1BGC in Mr. Mauricio holds and held the following positions: Member of the Board of Directors from and President of the Finance Committee from of lntersmart Distribuidora de Equipamentos de T.l.; Member of the Audit Committee of Grendene S.A. from ; Member of the Audit Committee of SLC Agrícola from ; Member of the Audit Committee of Mills S.A. from ; Member of the Audit Committee of Sonae Sierra Brasil from ; Member of the Audit Committee of Tupy from Declaration of No Impediment Maurício Rocha Alves de Carvalho, has no conviction in criminal proceedings or administrative proceedings with the CVM (Brazilian Securities and Exchange Commission), or conviction passed into res judicata, in the judicial or administrative sphere, that has suspended or disqualified his practice of professional or commercial activity Percentage of Participation in Meetings of the Council in the last financial year, carried out by the relevant body that took place after the tenure:

9 12.7 Information mentioned in item 12.5 in relation to the members of the statutory committees, as well as the audit, risk, financial and remuneration committees, even if such committees or structures are statutory: 12.8 Information on the performance as a member of the statutory committees, as well as the audit, risk, financial and compensation committees: Information on the existence of a marital relationship, cohabitation or kinship up to the third degree between: a. managers of the Company b. (i) managers of the Company and (ii) managers of direct or indirect subsidiaries of the Company c. (i) managers of the Company or its direct or indirect subsidiaries, and (ii) direct or indirect controllers of the Company d. (i) managers of the Company and (ii) managers of the direct and indirect controlling companies of the Company Information on supervisor-subordinate relationship, service provision or control kept, in the last 3 fiscal years, between the Company s managers a. direct or indirect subsidiary of the Company between the appointed Member of the Audit Committee (other than those related to the exercise of the b. direct or indirect controller of the Company between the appointed Member of the Audit Committee (other than those related to the exercise of the c. if relevant, supplier, client, debtor or creditor of the Company, its subsidiary or controlling company or the subsidiary of any of these

10 between the appointed Member of the audit Committee (other than those related to the exercise of the Maurício Rocha Alves de Carvalho

11 DECLARATION MAURÍCIO ROCHA ALVES DE CARVALHO, Brazilian, married, engineer, enrolled as a Taxpayer (CPF) under No , Identification Card No. 62,926,342-5 SSP-SP, with an address at Rua Canário, n. 515, apt. 41, São Paulo - SP, as provided in article 147, 4, of Act No. 6404/1976, with the wording provided in Act No. 10,303/2001, and the CVM (Brazilian Securities and Exchange Commission) Instruction No. 367 dated May 29, 2002, being aware that he shall be appointed for the position of substitute member of the Audit Committee of OI S.A., a company with headquarters at Rua do Lavradio, No. 71, City and State of Rio de Janeiro, Centro, with taxpayer identification CNPJ/MF / hereinafter referred simply to as OI, hereby declares, under penalty of law and for all legal purposes, that: (i) he is not prevented by a special law, or convicted for a bankruptcy crime, lying, bribes or bribery, [concussion], embezzlement, crimes against the economy, public faith or property, or criminal penalty that prevents, even if temporarily, the access to public office, as provided in 1 of article 147 of Act n. 6404/1976; (ii) he is not convicted or subject to a suspension penalty or temporary disqualification by the Comissão de Valores Mobiliários (Brazilian Securities and Exchange Commission) that makes him ineligible for the management positions of the publicly held company, as provided in paragraph 2 of art. 147 of Act No. 6,404/76; (iii) to the best of my knowledge, he meets the requirements of unblemished reputation established by 3 of article 147 of Act No. 6,404/1976; and (iv) he does not hold a position in a company that may be considered a competitor of the company, and does not have or represent interests that conflict with those of the company, as provided in items I and II of 3 of article 147 of Act No. 6,404/1976. I further declare, under penalty of law, under art. 10 of CVM Instruction 481/09 and under items 12.9 and of the Reference Form in Annex 24 of the CVM Instruction 552/14, that I have no marital relationship, cohabitation or kinship relationship up to the 2nd degree with OI managers, their subsidiaries and controllers, and have no subordinate relationship, obligation to render services or a control relationship (in the last three fiscal years) with a subsidiary of the company, indirect or direct controller, supplier, client, debtor or creditor of OI. Finally, I declare that I am fit to provide these declarations at the moment of my tenure. Rio de Janeiro, April 16, MAURÍCIO ROCHA ALVES DE CARVALHO