Oi S.A.: Call Notice - Extraordinary General Shareholders' Meeting

      Oi S.A.: Call Notice - Extraordinary General Shareholders' Meeting

PR Newswire

RIO DE JANEIRO, Feb. 21, 2014

RIO DE JANEIRO, Feb. 21, 2014 /PRNewswire/ --The Board of Directors of Oi
S.A. (the "Company") – BM&FBOVESPA: OIRBR3 and OIBR4 / NYSE: OIBR – calls the
shareholders of the Company to attend the Extraordinary General Shareholders'
Meeting, to be held on March 27, 2014, at 10:00 a.m., at the Company's
headquarters, located at Rua do Lavradio No. 71, Centro, in the City and State
of Rio de Janeiro, to decide on the following Agenda:

1.approving the proposal to amend the Company's authorized capital limit,
    consequently amending article 6 of the Company's Bylaws;
2.ratifying the engagement of Banco Santander (Brasil) S.A. to prepare the
    valuation report concerning the assets that Portugal Telecom, SGPS, S.A.
    will contribute to the Company's capital;
3.approving the valuation report of assets that Portugal Telecom, SGPS, S.A.
    will contribute to the Company's capital ("PT Assets"); and,
4.approving the proposed value of the PT Assets in connection with the
    contribution of the PT Assets as payment for shares to be issued by the
    Company.

GENERAL INSTRUCTIONS:

1.Materials relating to the Agenda are available to the Shareholders at the
    Company's headquarters, on the Company's Investor Relations website
    (www.oi.com.br/ri)and on the website of the Brazilian Securities and
    Exchange Commission (Comissao de Valores Mobiliarios), or CVM
    (www.cvm.gov.br), pursuant to CVM Instruction No. 481/2009.
2.Shareholders wishing to personally participate or be represented by an
    attorney-in-fact in the Extraordinary General Shareholders' Meeting must
    deliver the following documents to the Company's General Management and
    Corporate M&A Department, located at Rua Humberto de Campos No. 425, 5th
    floor, Leblon, in the City of Rio de Janeiro, State of Rio de Janeiro,
    between 9:00 a.m. and 12:00 p.m. or between 2:00 p.m. and 6:00 p.m., at
    least two business days before the Meeting takes place: (i) for legal
    entities: notarized copies of the legal entity's Articles of
    Incorporation, Bylaws or Articles of Association, minutes recording the
    election of its Board of Directors (if one exists) and minutes recording
    the election of its Executive Officers that include the election of the
    legal representative(s) that will be present at the Meeting; (ii) for
    individual persons: notarized copies of the shareholder's identification
    document and Brazilian taxpayer's registry (CPF); and (iii) for investment
    funds: notarized copies of the fund's regulations and the Bylaws or
    Articles of Association of the fund's manager, as well as minutes
    recording the election of the legal representative(s) that will be present
    at the Meeting. In addition to the documents listed in items (i), (ii)
    and (iii) above, as the case may be, if a shareholder is being represented
    by an attorney-in-fact, the respective notarized proxies, conferring
    special powers, must also be delivered, as well as notarized copies of the
    identity documents and minutes recording the election of the legal
    representative(s) that will sign the proxy form, as well the identity
    documents and Brazilian taxpayer registry of the person(s) acting as
    proxy. These measures are intended to expedite the process of
    registration of the shareholders present at the Meeting.
3.Shareholders whose shares are registered with Stock Exchange's Fungible
    Custody of Registered Shares (Custodia Fungivel de Acoes Nominativas das
    Bolsas de Valores) and who wish to attend this Meeting must present a
    statement of share ownership, issued by their custodian, dated at least
    two working-days prior to this Meeting.

Jose Mauro Mettrau Carneiro da Cunha
Chairman of the Board of Directors

SOURCE Oi S.A.

Website: http://www.oi.com.br
Contact: IR Contact, Patricia Frajhof, +55 11 3131-1315,
patricia.frajhof@oi.net.br
 
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