Oi S.A. - MATERIAL FACT

                           Oi S.A. - MATERIAL FACT

PR Newswire

RIO DE JANEIRO, 3 abril de 2014

RIO DE JANEIRO, 3 abril de 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, February 10, 2014 and February 20, 2014, as well as the Notices to
Market released on February 10, 2014 and March 17, 2014, notifies its
shareholders and the market in general as follows.

As a result of (1) recent interactions between the Company and the
underwriters, (2) comments delivered by the CVM, which must be responded to as
a condition for obtaining registration necessary to the offering and (3) the
timing requirement of CVM Instruction No. 400/03 for having the offering
completed prior to the end of the first four months of the year, the Company
and the underwriting syndicate decided to change the existing business
agreement and modify the firm commitment structure of the offering, which will
occur with a firm commitment for the settlement of the offering, but without a
firm commitment for the placement of the shares. As a result, the
underwriting syndicate will no longer assume a firm commitment to subscribe
for the shares of the Company, the principal terms and conditions of which
appeared in the draft of the Brazilian preliminary prospecto submitted to the
CVM on February 19, 2014 and disclosed on the CVM's website on the same day.

The conditions of the offering are described in (a) the Aviso ao Mercado
published today in the newspaper "Valor Economico", (b) in the new version of
the Brazilian preliminary prospecto disclosed today on the Company's, the
underwriters', the CVM's and the BM&FBOVESPA's websites and (c) the other
offering documents.

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

Rio de Janeiro, April 3, 2014.

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.

SOURCE Oi S.A.

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