Oi to transfer DTH subscribers and IPTV infrastructure to SKY Brasil

MATERIAL FACT – Execution of Term Sheet – Transfer of the DTH Base and use of the IPTV Infrastructure

RIO DE JANEIRO — Oi S.A. – In Judicial Reorganization (“Oi” or the “Company”), pursuant to article 157, paragraph 4, of Law no. 6,404/76 (the “Brazilian Corporation Law”), and CVM Resolution no. 44/2021, and further to the information contained in the Material Fact dated August 13, 2020 and Notice to the Market released on August 31, 2020, hereby informs its shareholders and the market in general that it has executed, on this date, a Term Sheet (“Instrument”) with SKY Serviços de Banda Larga Ltda. (“SKY”), to (i) allow the eventual transfer of the entire DTH (direct to home) postpaid customer base (“DTH Base”), in line with its strategy of divestment of the pay-TV business based on DTH technology; and (ii) the use of the IPTV (internet protocol television) infrastructure (“IPTV Infrastructure”) of Oi and the provision of services in relation to this infrastructure by SKY, with the sharing of revenues earned between Oi and SKY (“Transaction”).

Pursuant to the Instrument, and subject to the implementation of the precedent conditions for the closing of the Transaction, which will be provided for in the Definitive Agreements (as defined below) of the Transaction (“Precedent Conditions”), SKY has undertaken to acquire the DTH Base of Oi and Oi agreed to transfer the DTH Base to SKY and provide to SKY the services related to IPTV Infrastructure. The exact terms and conditions of the Transaction will be contained in the definitive agreements to be discussed between Oi and SKY (“Definitive Agreements”).

The effective conclusion of the Transaction is also subject to the authorization from the Company’s Judicial Reorganization court for the transfer of the DTH Base and to CADE’s approval, as well as compliance with the Precedent Conditions.

The Transaction is in line with the implementation of the Strategic Plan for transforming the operations of the Oi Companies and with the Amendment to the Judicial Reorganization Plan of the Company and its subsidiaries in judicial reorganization (“APRJ”), approved at the General Creditors’ Meeting and ratified by the Court of the 7th Business Court of the Judicial District of the Capital of the State of Rio de Janeiro, which expressly provides for the intention to dispose of assets, liabilities and rights related to the pay-TV business, including the transfer of the DTH Base.

The closing of the Transaction, which may only occur after the fulfillment of the Precedent Conditions, will ensure that the Oi Group will carry out its strategy of divestment of the pay-TV business based on DTH technology, while at the same time allowing it to maintain an important participation in the generation of content revenue from the provision of subscription TV services via IP protocol (IPTV), based on platforms and equipment with IPTV technology that will remain the property of the Company and/or companies in which it holds a participation.

The Company reaffirms its commitment to keep its shareholders and the market informed about the relevant and significant aspects of these subjects.