Oi - Investor Relations Mobile | Material Fact - Anatel‘s decision

Oi S.A. - In Judicial Reorganization
CNPJ/MF N° 76.535.764/0001-43
NIRE 33.30029520-8
Publicly-Held Company

MATERIAL FACT

Oi S.A. - In Judicial Reorganization ("Oi" or the "Company"), pursuant to article 157, paragraph 4, of Law No. 6.404/76 and in accordance with the provisions set forth in CVM Instruction No. 358/02, hereby informs its shareholders and the market in general that it was informed on this date of a decision of the Board of Directors of the National Telecommunications Agency (Conselho Diretor da Agência Nacional de Telecomunicações - ANATEL), in order to:

(i) grant prior consent for the inauguration of the members of the New Board of Directors of Oi, provided that the full effectiveness of the Prior Notice of Consent to be issued by Anatel’s Board of Directors is suspended until the Superintendency of Competition attests to the equivalence of the results of the Extraordinary Shareholders‘ Meeting convened for September 17, 2018 9the "EGM") with the conditions analyzed by the Board of Directors and presented in the respective deliberative instruments; and

(ii) grant prior approval for the amendment of Oi‘s Bylaws, aiming to increase the Company‘s authorized capital limit from the current R$ 34,038,701,741.49 to R$ 38,038,701,741.39;

In addition, the Analysis of the Reporting Director, whose vote was supported by the other Directors, conveyed the understanding that the other amendments to the Bylaws submitted to the EGM’s resolution do not require the prior submission to ANATEL.

The full content of the Board of Directors’ decision is attached to this Material Fact and is also available for download at the Company’s website (www.oi.com.br/ri) and at CVM’s Sistema Empresas.NET (www.cvm.gov.br), in addition to the B3 S.A. - Brasil, Bolsa, Balcão website (www.bmfbovespa.com.br). The Company will disclose to the US Securities and Exchange Commission the English translated version of the decision as soon as it becomes available, as per Form 6-K.

The Company will maintain its shareholders and the market informed of the development of the subject matter of this Material Fact.

Rio de Janeiro, September 13, 2018.

Oi S.A. - In Judicial Reorganization
Carlos Augusto Machado Pereira de Almeida Brandão
Chief Financial Officer and Investor Relations Officer

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Last Update: September 13, 2018

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