Oi S.A.: Material Fact CEO replacement

                    Oi S.A.: Material Fact CEO replacement

PR Newswire

RIO DE JANEIRO, June 4, 2013

RIO DE JANEIRO, June 4, 2013 /PRNewswire/ -- Oi S.A. ("Oi" ) , pursuant to
article 157, paragraph 4 of Law No. 6,404/76 (the "Brazilian Corporation Law")
and in accordance with CVM Instruction No. 358/02, discloses that in a meeting
held on this date, its Board of Directors, following the recommendation of
Telemar Participacoes S.A., approved the replacement of the current Chief
Executive Officer of Oi and its subsidiaries, Mr. Jose Mauro Mettrau Carneiro
da Cunha, by Mr. Zeinal Abedin Mahomed Bava, to serve his current term ending
on the first meeting of the Board of Directors to be held after the 2014
Ordinary General Shareholder's Meeting. Mr. da Cunha returns to the Board of
Directors of Oi as Chairman, from which position he stepped down on January
22, 2013. Also on this date, as a result of his election as CEO of Oi, Mr.
Bava resigned his position as a member of the Board of Directors of Oi.

Until today, Mr. Bava had presided over the Executive Committee of Portugal
Telecom, SGPS, S.A. ("Portugal Telecom") (the holding company of the Portugal
Telecom Group responsible for investments in Portugal, Africa, Asia and
Brazil). In this capacity, he contributed crucially to the formation of the
Industrial Alliance currently in place between the Oi Group and Portugal
Telecom, a strategic partnership whose objective is to combine the benefits of
the scale and geographic diversity that the Brazilian Market offers with the
experience of the Portugal Telecom Group in the development of innovative and
technologically advanced solutions to corporate clients, through the
convergence of fixed-line and mobile telephone communications services with
subscription television. During the development of this strategic partnership,
Mr. Bava acquired a strong understanding of the Oi Group, having actively
participated in several of the group's significant management committees,
particularly the Engineering and Network, Technology and Innovation and
Product Offer Committees, which he currently heads. His deep understanding of
the Group and the work undertaken by the Engineering and Network Committee
have contributed significantly toward the ever-integrated and convergent
operational management of the Oi and Portugal Telecom Groups, wholly
supporting the confidence the strategic shareholders of these two groups
placed on him.

Mr. Bava will continue to have a role in Portugal, participating in the
strategic innovation projectsand combined workstreams of Oi and Portugal
Telecom, a key factor to permit the optimization of the sinergies between the
Oi and Portugal Telecom Groups and to contribute to the success of the
objectives defined by the strategic partnership.

Mr. Bava, age 46, holds a degree in electrical engineering and
electrotechnology from University College London. He was named "Best CEO" in
the telecommunications sector in Europe by Institutional Investorin 2010,
2011, 2012 and 2013 and the sixth "Best CEO" in Europe in all sectors by the
2011 Thomson Reuters Extel Survey. Having joined the Portugal Telecom Group in
1999, Mr. Bava was appointed Chief Executive Officer of Portugal Telecom in
April 2008. Throughout his 14 years at the Portugal Telecom Group, Mr. Bava
performed several functions, having led the financial and principal business
departments of Portugal Telecom. Formerly, he was an executive officer at
Merrill Lynch International, Deutsche Morgan Grenfell and Warburg Dillon Read.

Corporate Taxpayers' Registry (CNPJ/MF) No. 76.535.764/0001-43
Board of Trade (NIRE) No. 33.30029520-8
Publicly-Held Company

Tickers: OIBR3, OIBR4

Alex Waldemar Zornig
Investor Relations Officer


Contact: Patricia Frajhos, +55-21-3131-1315
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