Oi S.A. - Material Fact

                           Oi S.A. - Material Fact

PR Newswire

RIO DE JANEIRO, April 2, 2014

RIO DE JANEIRO, April 2, 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, pursuant to CVM Instruction No. 358/02
and in furtherance of the Material Facts released on October 2, 2013 and
February 20, 2014, notifies its shareholders and the market in general that,
in a meeting held on April 1, 2014, the Board of Directors of the Company
approved, among other things, the maximum number of share that may be issued
in the primary offering of common and preferred shares of Oi, whose request
for registration is being analyzed by the CVM (the "Offering").

In connection with the Offering, Oi may initially offer 1,917,028,657 common
shares and 3,834,057,315 preferred shares, totaling 5,751,085,972 shares,
including shares in the form of American Depositary Shares, represented by
American Depositary Receipts. The number of shares initially offered, not
considering the exercise of the Hot Issue (defined below), may be increased,
at the option of the lead coordinator, by up to 15%, in other words, by up to
287,554,298 common shares and 575,108,597 preferred shares, totaling
862,662,895 shares, in order to fulfill subsequent demand for the Offering
(the "Over-Allotment Option"). Finally, the number of shares initially
offered, not considering the exercise of the Over-Allotment Option, may be
increased, at the Company's discretion, in agreement with the global
coordinators of the Offering and the other international underwriters, by up
to 20%, in other words, by up to 383,405,731 common shares and 766,811,463
preferred shares, totaling 1,150,217,194 shares (the "Hot Issue").

Oi will maintain its shareholders and the market informed of any subsequent
events related to the Offering.

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

Additional Information and Where to Find It:

Oi S.A. ("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.

Special Note Regarding Forward-Looking Statements:

This communication contains certain forward-looking statements. Statements
that are not historical facts, including statements about our beliefs and
expectations, business strategies, future synergies and cost savings, future
costs and future liquidity are forward-looking statements. The words "will,"
"may," "should," "could," "anticipates," "intends," "believes," "estimates,"
"expects," "plans," "targets," "goal" and similar expressions, as they relate
to Oi, are intended to identify forward-looking statements and are subject to
a number of risks and uncertainties. There is no guarantee that the expected
events, tendencies or expected results will actually occur. Such statements
reflect the current views of management of Oi and are subject to a number of
risks and uncertainties. These statements are based on many assumptions and
factors, including general economic and market conditions, industry
conditions, corporate approvals, operational factors and other factors. Any
changes in such assumptions or factors could cause actual results to differ
materially from current expectations. All forward-looking statements
attributable to us, or persons acting on our behalf, are expressly qualified
in their entirety by the cautionary statements set forth in this paragraph.
Undue reliance should not be placed on such statements. Forward-looking
statements speak only as of the date they are made. Except as required under
the U.S. federal securities laws and the rules and regulations of the SEC or
of regulatory authorities in other applicable jurisdictions, we do not have
any intention or obligation to update or to publicly announce the results of
any revisions to any of the forward-looking statements to reflect actual
results, future events or developments, changes in assumptions or changes in
other factors affecting the forward-looking statements. You are advised,
however, to consult any further disclosures Oi makes on related subjects in
reports and communications Oi files with the SEC.


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