Oi S A : AEGM (May 10, 2024) - Management Proposal

ANNUAL AND EXTRAORDINARY GENERAL

MEETING 2024

(SECOND CALL)

MANUAL FOR PARTICIPATION AND

MANAGEMENT PROPOSAL

MAY 10, 2024

RIO DE JANEIRO

TABLE OF CONTENTS

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MESSAGE FROM MANAGEMENT	PG 04
INVITATION	PG 06
PROCEDURES, GUIDELINES, DEADLINES AND POWER OF ATTORNEY	PG 07
FOR ATTENDING THE GENERAL MEETING
PURPOSE, VISION AND CORE ATTITUDES	PG 13
HIGHLIGHTS	PG 14
5.1 Transformation Strategic Plan;	PG 15
5.2 Our Team;	PG 20
5.3 Best Governance and Corporate Responsibility Practices;	PG 24
5.4 Board of Directors; and	PG 36
5.5 Compensation Strategy for our Officers and members of the Fiscal Council	PG 38
MATTERS TO BE DISCUSSED	PG 46
CALL NOTICE	PG 53
MANAGEMENT PROPOSAL
8.1 Board of Officers Comments (Item 2 of the Reference Form);	PG 57
8.2 Information on candidates appointed to the Fiscal Council (Item 7 of the Reference	PG 96
Form);
8.3 Information on Compensation for Management and Fiscal Council Members (Item 8 of	PG 103
the Reference Form);

8.4 Origin and Justification of the Proposed Amendments to the Bylaws;	PG 139
8.5 Bylaws containing the proposed amendments and comparison with the current	PG 141
version;
8.6 Information about Appraisers	PG 159
8.6.1 - Annex L of CVM´s Resolution 81/22; and	PG 159
8.6.2 - Business Proposal;	PG 162

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MANAGEMENT PROPOSAL

1. - Protocol and Justification for the Merger of Oi Serviços Financeiros S.A.;
2. - Protocol and Justification for the Merger of Pointer Networks S.A.;
3. - Oi Serviços Financeiros S.A. Valuation Report of the Accounting Shareholders'
   Equity;
4. - Pointer Networks S.A. Valuation Report of the Accounting Shareholders' Equity; and
5. - Information about the Mergers
6. 1. - Annex I of CVM´s Resolution 81/22;
   2. - Copy of the minutes of the Board of Directors' meeting; and

   8.11.3 - Copy of the minutes of the Fiscal Council's meeting

PG 168

PG 173

PG 178

PG 183

PG 188

PG 188

PG 195

PG 198

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1. MESSAGE FROM THE MANAGEMENT

DEAR SHAREHOLDERS,

Given that the quorum for the Annual and Extraordinary General Meeting ("AEGM First Call") of Oi S.A. - In Judicial Reorganization ("Oi" or "Company") called for April 29, 2024, at 3:00 p.m. has not been reached, the Company's Management of Oi S.A. - In Judicial Reorganization ("Oi" or the "Company") hereby invites you to attend the next AEGM of the Company, to be held, in second call, on May 10, 2024, at 11:00 am ("AEGM Second Call"), exclusively digitally, through the digital platform Ten Meetings ("Digital Platform"), as detailed in the Call Notice and throughout this Manual.

The AEGM Second Call will deliberate the following items:

- At the Annual General Meeting:

1. Analysis of management accounts, examine, discuss and vote on the financial statements for the fiscal year ended on decemeber 31, 2023;
2. Discuss the allocation of net income for the fiscal year ended on December 31, 2023;
3. Define the amount of overall annual compensation for Company management for the 2024 fiscal year;
4. Elect members of Fiscal Council and their respective alternates;
5. Define the compensation for the Fiscal Council members for the 2024 fiscal year;

- At the Extraordinary General Meeting:

1. Approval of the proposal of reverse split of all common and preferred shares issued by the Company, both in the proportion of 10 shares of each type to 1 share of the same type ("Reverse Split");
2. Approval of the amendment to Article 5 of the Company's Bylaws to reflect the Reverse Split;
3. Ratification of the appointment and engagement of the specialized company Meden Consultoria
   Empresarial Ltda. ("Meden") as the company responsible for preparing the appraisal reports, at book value, of the net equity of Oi Serviços Financeiros S.A. ("Oi Serviços Financeiros") and of Pointer
   Networks S.A. ("Pointer" and, whenever jointly with Oi Serviços Financeiros, all companies 100% controlled, directly, by the Company, named "Merged Companies"), to be merged with and into the Company's shareholders' equity (jointly, the "Appraisal Reports");
4. Approval of the Appraisal Reports prepared by Meden, for purposes of merging the Merged Companies with and into the Company;
5. Approval of the Protocols and Justification for the Merger of Oi Serviços Financeiros ("Oi Serviços Financeiros Protocol") and of Pointer ("Pointer Protocol") with and into the Company, including all attachments (jointly, "Protocols and Justification of Merger"), which establishes the terms and conditions of the merger of the Merged Companies;
6. Approval of the proposed mergers of Oi Serviços Financeiros and Pointer with and into the Company, pursuant to the provisions of the Oi Serviços Financeiros Protocol ("Oi Serviços

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Financeiros Merger") and of the Pointer Protocol ("Pointer Merger" and, whenever jointly with Oi Serviços Financeiros Merger, "Mergers"); and

1. Authorization for the Company's management to practice all acts necessary to effect all the deliberations herein taken.

As you are aware, Oi and certain subsidiaries filed a new request for Judicial Reorganization in March 2023. Throughout the year, the Company was involved in intense negotiations with its creditors in the search for a consensual solution and the adhesion of the creditors to a viable plan to be presented and voted on at the General Meeting of Creditors. In April this year, the new Judicial Reorganization Plan ("New PRJ") was approved by creditors, at a meeting held in Rio de Janeiro.

The New PRJ aims to ensure the operational viability and sustainability of the Company, with a view to overcoming its current economic-financial situation and the continuity of its activities, with the main elements being the raising of new resources to execute its business plan.

With this stage completed, the Company clarifies that from a business point of view, in 2023, Oi has also worked intensively on its transformation journey. During the year, 4 million fiber optic broadband accesses were recorded, with annual revenue growth of 10.5% in fiber, currently the Company's main product, representing around 46% of revenue from Brazilian operations. In addition to the fiber business, the B2B operation, a unit that represents around 24% of the Company's current revenue, brought significant results even in a more competitive market. Sales of IT solutions at Oi Soluções grew 29.4% in 2023, compared to the previous year.

In addition to resolving the financial issue, the Company is working to migrate the Switched Fixed Telephone Service ("STFC") concession regime to the authorization model if the agreement proposal made within the scope of Secexconsenso is approved by the Court's Board of Accounts of the Union ("TCU") and endorsed by the General Attorney's Office of the Union ("AGU"), and for the subsequent resumption of the arbitration procedure against Anatel.

As we have always reinforced with all our stakeholders, this entire transformation process has been conducted with transparency and is part of our commitment to building an operationally viable company, focused on operating in fiber, digital services and technology solutions for the Brazilian market.

We would also like to thank, once again, the trust placed in Oi and its Administrators, reaffirming the Company's purpose of continuing to operate within high ethical precepts, with integrity, and practicing the principles of transparency, equity, accountability and corporate responsibility.

Finally, we would like to highlight that, in order to facilitate investors' understanding of the matters to be deliberated, we maintained the format of a single document containing information from the Shareholder Participation Manual, additional explanations about the matters to be voted on and the Company's Administration Proposal.

Sincerely,

Mateus Affonso Bandeira	Eleazar de Carvalho Filho
Chief Executive Officer	Chairman of the Board of Directors

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2. INVITATION

ANNUAL AND EXTRAORDINARY GENERAL MEETING OF

OI S.A. - IN JUDICIAL REORGANIZATION

DATE

TIME

MAY 10, 2024

11:00 a.m.

https://assembleia.ten.com.br/468147833

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3. PROCEDURES, GUIDELINES, DEADLINES AND POWER OF ATTORNEY FOR ATTENDING THE GENERAL MEETING

3.1. PARTICIPATION MODALITIES

Oi's Shareholders may exercise their voting right at the AEGM Second Call via Distance Voting Bulletin ("BVD") presented on AEGM First Call or via Digital Platform.

3.2. BVD

Pursuant to item I of article 49 of CVM Resolution 81, the voting instructions received through the BVD sent by the shareholders on AEGM First Call will be treated normally.

3.3. DIGITAL MEETING

The Company's decision to hold the AEGM Second Call exclusively digitally aims to facilitate the participation of Shareholders and other parties involved in the conduction of the Meetings.

Therefore, it will not be possible to attend the AEGM Second Call physically, as it will be held exclusively digitally.

Shareholders may attend the AEGM Second Call in person or through an 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 AEGM Second Call, whether or not they have sent the BVD; or (ii) attend and vote at the AEGM Second Call, noting that, if the Shareholder has already sent the BVD and wishes to vote via Digital Platform, all voting instructions received through BVD will be disregarded.

The electronic participation system to be provided by the Company will allow registered shareholders to attend, manifest, and vote at the AEGM 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 participate in the AEGM Second Call via the Digital Platform may use the registration validated on the occasion of the AEGM First Call. Those who did not register at the time of the first call for the AEGM or who had their registration rejected shall

access the specific website for the

meeting,

at

https://assembleia.ten.com.br/468147833, fill the registration form and attach all required

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documents to qualify them to attend and/or vote in the AEGM Second Call, as detailed below,

by May 08, 2024("Accreditation").

The following documents shall be required for Accreditation of the Shareholders in the AEGM Second Call:

1. for Legal Entities: copies of the Articles of Incorporation or Bylaws or Articles of Association, minutes of the election of the Board of Directors (if any) and minutes of the election of the Executive officers that include the election of the legal representative(s) attending the Meeting;
2. for Individual: copies of valid official identity document with photo and CPF of the Shareholder; and
3. for Investment Funds: copies of the regulations of the Fund and copies of the Bylaws or
   Articles of Incorporation of the Fund's manager, as well as minutes of election of the legal representative(s) attending the Meeting.

In addition to the documents indicated in (i), (ii) and (iii), as the case may be, when the Shareholder is represented by an attorney-in-fact, they shall send, together with said documents, the respective power of attorney, with special powers, as well as copies of the valid official identity document(s) with photo and minutes of election of the legal representative(s) who signed the power of attorney, proving the representation powers, in addition to the valid official identity document with photo and CPF of the proxy in attendance.

In the case of proxies, they must register with their data at https://assembleia.ten.com.br/468147833and, after receiving an e-mail confirming their registration, they shall, through the link sent to the email informed, indicate the shareholder(s) they will represent and attach the respective documents proving their capacity as shareholder(s) and proxy, under the aforementioned terms. The proxy will receive an individual email on the status of the Accreditation of each shareholder registered in his/her records and will provide, if necessary, additional documents. Any proxy that represents more than one shareholder may only vote at the AEGM Second Call for the shareholders whose Accreditation has been confirmed by the Company.

The Shareholder participating in Fungible Custody of the Registered Shares of Stock Exchanges who wish to attend the AEGM shall submit a statement issued up to two (2) business days prior to the Accreditation through the Digital Platform, containing their respective share interest, provided by the custodian agency.

Foreign Shareholders must send the same documents as the Brazilian Shareholders, except that the documents must be translated into Portuguese before being sent through the Digital Platform.

Oi will not require compliance with formalities of notarization, authentication, apostille and sworn translation of said documentation.

In case of American Depositary Receipts ("ADRs") holders, the proxies received by the financial institution depositary of the ADRs in the United States is the Bank of New York Mellon, from the ADR holders in the occasion of the AEGM First Call and through which these exercised their voting rights, will normally be considered. The Bank of New York Mellon shall be represented at the AEGM Second Call,

pursuant to the Deposit Agreement, through its representative in Brazil, Banco Itaú Unibanco.

3.3.B. ACCREDITATION CONFIRMATION

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After sending all documents required for registration, as indicated above, the shareholder or proxy, as the case may be, will receive confirmation of the Accreditation to attend the AEGM Second Call. Pursuant to Article 6, paragraph 3, of CVM Resolution No 81, the access to the Digital Platform shall not be allowed to Shareholders that do not submit the requirement documents within the terms established herein and as detailed in this "Participation Manual and Management Proposal".

In the case of incomplete documentation, the shareholder shall complete the documentation at the same address https://assembleia.ten.com.br/468147833, no later than by May 08, 2024.

In case the Accredited Shareholder does not receive the Accreditation Confirmation, they shall send an email to [e-mail], up to three (3) hours in advance of the start time of the AEGM Second Call.

3.3.C. ACCESS TO THE DIGITAL MEETING

Access to the AEGM Second Call shall be limited to the Shareholders, their representatives or proxies, as the case may be, who have applied for Accreditation within the term and in the form indicated in this "Participation Manual and Management Proposal" ("Accredited Shareholders") and who enter the digital platform up to the opening of the meeting. The Company warns that shareholders who have not registered by May 08, 2024 will not be qualified to participate in the AEGM Second Call.

Accredited Shareholders or their proxies shall commit themselves: (i) not to transfer or disclose, in whole or in part, the individual registration to any third party, shareholder or not, the registration being non-transferable; and (ii) not to record or reproduce, in whole or in part, nor transfer, to any third party, shareholder or not, the content or any information transmitted by electronic means during the holding of the AEGM Second Call.

We emphasize that the use of the Digital Platform is compatible with tablets and smartphones, but the access by videoconference shall be preferably be done through Google Chrome or Microsoft Edge browsers, noting that the IOS System Safari browser and the Mozilla Firefox browser are not compatible with Ten Meetings digital platform. In addition, it is recommended that the shareholder disconnect any VPN or platform that may use its camera before accessing the Digital Platform.

Registration of the attendance of the Accredited Shareholder or its proxies via electronic system shall only be possible upon accessing it via link, according to the instructions and at the times indicated herein.

The Company strongly recommends that Accredited Shareholders (i) carry out tests and familiarize themselves in advance with the Digital Platform to avoid the incompatibility of their electronic equipment with the Digital Platform and other problems with the use thereof on the day of the AEGM Second Call; and (ii) access the Digital Platform at least thirty (30) minutes before the schedule time for the AEGM Second Call to begin, i.e. by 10:30 a.m., in order to avoid any operational problems.

3.3.D. ATTENDANCE AT THE DIGITAL MEETING

Accredited Shareholders who attend the AEGM Second Call shall be deemed to be present, to be entitled to exercise their respective voting rights, and sign the respective minutes, pursuant to Article 47, item III, and paragraph 1 of CVM Resolution No 81. Shareholders who have already sent the

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BVD, in the occasion of the First Call, may also, if they wish, register to attend the AEGM Second Call through the Digital Platform, provided that they do so in the form and within the term described in this "Manual For Participation and Management Proposal", case in which such shareholder may: (i) simply attend the AEGM Second Call, whether the Shareholders have sent in the BVD or not; or (ii) attend and vote at the AEGM Second Call, observing that, with regard to the shareholder that has already sent in the BVD in the occasion of the AEGM First Call and that, if they wish, vote at the AEGM Second Call all voting instructions received through the BVD shall be disregarded..

The Digital Platform meets the requirements set forth in Article 28, paragraph 1 and items I through

1. of CVM Resolution No 81, namely: (i) the possibility of simultaneous manifest and access documents presented during the AEGM Second Call which were not previously provided; (ii) the full recording of the AEGM Second Call by the Company; and (iii) the possibility of communication among the attending shareholders; and (iv) to ensure record of the shareholders' attendance and the respective votes.

Accredited Shareholders who log in using the electronic system hereby authorize the Company to use any information included in the AEGM Second Call's recording to: (i) record the possibility of manifestation and visualization of documents presented during the AEGM Second Call; (ii) record the authenticity and security of communications during the AEGM Second Call; (iii) record attendance and votes rendered by the attending shareholders; (iv) comply with legal orders from competent authorities; and (v) defend the Company, its administrators and hired third parties, in any judicial, arbitration, regulatory or administrative instance.

Accredited Shareholder who wishes to express his/her opinion on a specific matter of the AEGM Second Call's Agenda must use the chat of the Digital Platform to register such request, so that, the floor will be given by the presiding board to the Accredited Shareholder, upon opening his audio output. In order to assure the AEGM Second Call's proper course, a maximum time limit may be established for each attending shareholder.

Any statements made in writing, submitted to the EGM's presiding board through [e-mail] the end of the AEGM Second Call, by any Accredited Shareholder or their proxies shall be attached to the respective minutes, if expressly request.

Shareholders who wish to take the floor to express their opinion on any matter not related to the AEGM Second Call's agenda should use the usual communication channels of the Company, through the Investor Relations area.

The Company shall not be held responsible for any connection problems that Accredited Shareholders may experience or for any other situations beyond the control of the Company, such as unstable Internet connection or incompatibility of the Digital Platform with the Accredited Shareholder's equipment.

In order to assist the Accredited Shareholders, remote technical support will be available, along with basic instructions for accesing the AEGM through the Digital Platform.

3.4. QUESTIONS

If you have any questions regarding the procedures and time limits above, please contact Company's Investor Relations Office at [e-mail].

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