Oi S.A.: MATERIAL FACT - Result of the General Shareholders' Meeting and ANATEL Approval

   Oi S.A.: MATERIAL FACT - Result of the General Shareholders' Meeting and
                               ANATEL Approval

PR Newswire

RIO DE JANEIRO, March 27, 2014

RIO DE JANEIRO, March 27, 2014 /PRNewswire/ -- Oi S.A. ("Oi" or the "Company,"
BM&FBOVESPA: OIBR3, OIBR4; NYSE: OIBR and OIBR.C), in accordance with article
157, paragraph 4 of Law No. 6,404/76 (the "Brazilian Corporations Law") and
CVM Instruction No. 358/02, and in furtherance of the Material Facts dated as
of October 2, 2013, February 20, 2014 and March 26, 2014, notifies its
shareholders and the market in general that, at an extraordinary general
shareholders' meeting held on the date hereof, the shareholders of Oi
approved:

(i) by majority vote of the shareholders present, representing 88.13% of the
votes, the change of the Company's authorized capital limit, to authorize the
Board of Directors to increase the Company's capital stock until the value of
its capital stock reaches R$ 34,038,701,741.49, with a consequent amendment of
article 6 of its By-Laws;

(ii) by majority vote, representing 88.97% of the votes, with Bratel Brasil
S.A.'s abstention being recorded, the ratification of the hiring of Banco
Santander (Brasil) S.A. to prepare the valuation report concerning the assets
that Portugal Telecom will contribute to the Company's capital stock ("PT
Assets");

(iii)by majority vote, representing 88.97% of the votes, the valuation
report of the PT Assets; and

(iv)by majority vote, representing 88.97% of the votes, the value of the PT
Assets, for the purposes of contributing such to the Company's capital stock,
being paid-in with shares to be issued by the Company, of R$5,709,900,000.00
(five billion seven hundred nine million nine hundred thousand Reais),
equivalent to €1,750,000,000.00 (one billion seven hundred fifty million
Euros), using the average closing rate for the purchase and sale of Euros
released by the Brazilian Central Bank's SisBacen, operation PTAX-800,
currency 978, on February 20, 2014, the business day immediately prior to
first publication of the Call Notice to this Meeting.

Also at a meeting held on the date hereof, the Executive Board of the
Brazilian National Telecommunications Agency (Agencia Nacional de
Telecomunicacoes- ANATEL) granted the request for Prior Consent for the
announced corporate reorganization, which will allow the consolidation of the
industrial alliance between Oi and Portugal Telecom.

Oi and CorpCo inform their shareholders and the market of any subsequent
material events related to the transaction to consolidate the strategic
alliance with Portugal Telecom.

Bayard De Paoli Gontijo
Chief Financial Officer and Investor Relations Officer
Oi S.A.

Additional Information and Where to Find It:

This communication is not an offering document and does not constitute an
offer to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval in any jurisdiction in which distribution
of an offering document or such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of that
jurisdiction.

This communication may contain information related to (1) the proposed capital
increase and related public offering of common shares and preferred shares by
Oi S.A. ("Oi"), (2) the proposed merger of shares (incorporacao de acoes)
between Telemar Participacoes S.A. ("TmarPart") and Oi, and (3) the proposed
merger (incorporacao) of Portugal Telecom, SGPS, S.A. ("Portugal Telecom")
with and into TmarPart.

Oi has filed a registration statement (including a prospectus) with the U.S.
Securities and Exchange Commission (the "SEC") for the offering to which this
communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents Oi has filed with the SEC for
more complete information about Oi and this offering. You may get these
documents for free by visiting EDGAR on the SEC's website at www.sec.gov.
Alternatively, Oi will arrange to send you the prospectus after filing if you
request it by calling toll-free 1-855-672-2332.

In connection with the proposed merger of shares between TmarPart and Oi and
the proposed merger of Portugal Telecom with and into TmarPart, TmarPart or
one of its affiliates plans to file with the SEC (1) one or more registration
statements on Form F-4, containing a prospectus or prospectuses which will be
mailed to shareholders of Oi and/or Portugal Telecom, as applicable (other
than non-U.S. persons as defined in applicable rules of the SEC), and (2)
other documents regarding this proposed merger of shares and proposed merger.

We urge investors and security holders to carefully read the relevant
prospectuses and other relevant materials when they become available as they
will contain important information about the proposed capital increase,
proposed merger of shares and proposed merger.

Investors and security holders will be able to obtain the documents filed with
the SEC regarding the proposed mergers, when available, free of charge on the
SEC's website at www.sec.gov or from TmarPart or Oi.

SOURCE Oi S.A.

Contact: IR, Patricia Frajhof, +55-11-3131-1315, patricia.frajhof@oi.net.br
 
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