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Oi S.A.: Material Fact

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RIO DE JANEIRO, Nov. 29, 2017 /PRNewswire/ — Oi S.A. – In Judicial Reorganization (“Oi” or the “Company”), in compliance with Article 157, paragraph 4, of Law No. 6,404/76 and pursuant to CVM Instruction No. 358/02, hereby informs its shareholders and the market in general that on this date it received notice of the decision of the 7th Corporate Court of the District of the Judicial District of the Capital of the State of Rio de Janeiro, before which it handles the Judicial Reorganization (“Judgment”), that it reexamined requests from certain creditors of the Company, and determined the following:

“1) I deny the requests for the suspension of the voting rights of the members of the Board of Directors of Oi S/A and the minority shareholders in the petition of pages. 241,856/241,984 (items ii and iii) and the petition on pages. 243,730/243,751 (items i, ii and iv).

2) Regarding the request to prohibit the signing of the plan support agreement negotiated by the minority shareholders, I hereby clarify that ANATEL has already prohibited such signing; furthermore, it is not for the Court to assess the merits of the reorganization plan.

3) I maintain the precautionary decision that determined that the new Directors Helio Costa and João Vicente Ribeiro, appointed by the Board of Directors, refrain from interfering in any way with matters related to this judicial reorganization process, as well as negotiating and drawing up the judicial reorganization plan, matters that will remain in the exclusive jurisdiction of Oi Group’s CEO, under the penalties of civil and criminal law.

4) I appoint Oi Group’s current CEO, Eurico Teles, as the person in charge of conducting and concluding negotiations with the creditors of this reorganization until December 12, 2017, on which date he must personally present to this magistrate the reorganization plan that will be vote on in the General Creditors Meeting (Assembleia Geral de Credores, or “ACG”), regardless of approval by the Board of Directors.

5) I deny, for the time being, the request of the Judicial Administrator (“AJ”) to submit alternative plans to the General Creditors Meeting if any, that are submitted by relevant creditors.

6) As a consequence of the measure adopted here the postponement of the ACG is again required. I would emphasize that, if, on the one hand, the postponement of the ACG is a negative measure from the point of view of speed and

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