Oi sells pay TV operations to Mileto Tecnologia

Thursday, January 9th, 2025 
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Oi S.A. – In Judicial Reorganization

RIO DE JANEIRO — Oi S.A. – In Judicial Reorganization (“Oi” or “Company”), in compliance with the provisions of article 157, paragraph 4, Law No. 6,404/76 (“LSA”) and CVM Resolution No. 44/2021 and, in addition to the Material Fact disclosed on December 20, 2024, hereby informs its shareholders and the market in general that, following the execution of the Memorandum of Understanding on December 20, 2024, the Company and Mileto Tecnologia S.A. (“Mileto”) concluded, on this date, in a satisfactory manner between the Parties, the negotiations of the documents related to the sale of assets of the pay-TV operation, SeAC, of the TV subscriber base and associated terminal equipment, as well as other assets, rights and obligations related to the pay-TV operation owned by the Company (“Pay-TV Assets”), through an isolated production unit to be composed of 100% of the shares issued by a special purpose company that will bring together the Pay-TV Assets (“UPI Pay-TV Assets”).

Said UPI will be sold, after approval by the Judicial Reorganization Court, in a competitive proceeding, pursuant to Law No. 11,101/05 (“LRF”) and in the manner provided for in clause 3.1.2 and subclauses and clause 5.1 and subclauses of Oi’s Judicial Reorganization Plan (“Transaction”), subject to any applicable government approvals.

In this way, Mileto will be qualified to participate in the competitive process of sale of UPI Ativos Pay TV, with its binding proposal as a “stalking horse”. Mileto will also have the right, at its sole discretion, to cover the highest value offer that may be presented in the aforementioned competitive process (“right to top”).

The Company will keep its shareholders and the market in general informed about the development of the subject matter of this Material Fact.

Links: Oi S.A.