A ASSOCIAÇÃO DOS INVESTIDORES MINORITÁRIOS – AIDMIN, having taken knowledge of the interlocutory relief granted yesterday, 02/08/2018, by the 7th Corporate Court of the Judicial District of the Capital of Rio de Janeiro (the “Judicial Reorganization Court”), by means of which the effects of the resolution taken on the general meeting of Oi S.A. (“Company” or “Oi”) held on 02/07/2018 were suspended, hereby informs that:
1)The Executive Vice President of AIDMIN, Mr. Aurelio Valporto, attended the aforementioned meeting and verified that more than 1/3 of the Company’s total share capital was present.
2)The shareholders approved, by 99.9% of the votes, the filing of a liability lawsuit against Mr. Eurico de Jesus Teles Neto and Mr. Carlos Augusto Machado Pereira de Almeida Brandão.
3)Of the more than 110,000 votes issued, only 4 were not favorable to the aforementioned lawsuit, among which were attorneys who provide legal services to the Company and attempted to disrupt the general meeting.
4)The shareholders did not vote on any matter directly related to the judicial reorganization plan, but only measures to be taken regarding the illegal and fraudulent conduct allegedly committed by Mr. Eurico de Jesus Teles Neto and Mr. Carlos Augusto Machado Pereira de Almeida Brandão, who remain directors of Oi regardless of the will of its sovereign body, the general meeting of shareholders.
5)The Public Prosecutor’s Office of Rio Grande do Sul and the internal audit of Oi presented irrefutable evidence that Mr. Eurico de Jesus Teles Neto, Mr. José Mauro Mettrau Carneiro da Cunha and Mr. Carlos Augusto Machado Pereira de Almeida Brandão operationalized multi-millionaire thefts, causing damages, not only to Oi, but also to its investors, customers and the national economy of Brazil.
6)It was evidenced that Mr. Eurico de Jesus Teles Neto and Mr. Carlos Augusto Machado Pereira de Almeida Brandão used various schemes and their position in the Company to hide misuse of the corporate resources, even after the conclusions of the internal audit report, which makes to believe that the theft of funds is constant in the Company’s management. Their disregard for the most basic principles of corporate governance is clear, especially the transparency, which is indispensable to the management of a publicly-held company of the size of Oi.
7)Therefore, the maintenance of position of Mr. Eurico de Jesus Teles Neto and Mr. Carlos Augusto Machado Pereira de Almeida Brandão establishes an abnormal scenario in which a director who is defendant in a criminal lawsuit and a director accused of misconduct manage the billionaire assets of hundreds of thousands of shareholders who do not desire them to be responsible for the conduct of the Company. The situation is even more serious considering that these same individuals use the apparatus of Oi in an attempt to protect themselves from the crimes allegedly committed.
8)Among the grounds for the adoption of the liability lawsuit against Mr. Eurico de Jesus Teles Neto and Mr. Carlos Augusto Machado Pereira de Almeida Brandão is the fact that AIDMIN, in defense of diffuse interests of the Company, the capital market and the national economy, served to the Office of the Attorney General`s Office in Rio de Janeiro, on 02/06/2018, a Criminal Report requesting investigation regarding serious suspicions of illegalities committed by the current managers of Oi, to the detriment of the Company, its shareholders and customers.
The Criminal Report served by AIDMIN provides evidence and considerable documentation regarding the direct participation of Mr. Eurico de Jesus Teles Neto, Mr. Carlos Augusto Machado Pereira de Almeida Brandão and Mr. José Mauro Mettrau Carneiro da Cunha in a history of fraud within the Company’s administration, in disregard of the basic rules defined in its Bylaws and the Brazilian Company Law, such as: i) payment of bribes in the amount of BRL 51,000,000.00 (fifty-one million reais) to officers and employees of Oi S.A, in disagreement with the bylaws; ii) fraud and concealment of resources diverted from the Company in the accounting documents of Oi; iii) management’s failure to investigate the facts; iv) suspicions of diversion of company resources by the Company’s former shareholders and managers, in the political context of 2014, as evidenced by the Lava-Jato Investigations; among other facts.
9)The situation is very serious and evidences that Mr. Eurico de Jesus Teles Neto, Mr. Carlos Augusto Machado Pereira de Almeida Brandão and Mr. José Mauro Mettrau Carneiro da Cunha were part of a scheme that launched the Company in the SEA OF CORRUPTION that plagues Brazil and which society can not stand it anymore!
10)It is inconceivable that a company such as Oi, with shares traded in Brazil and abroad, can be headed by an executive who, in addition to the above-mentioned complaints, is also a defendant in Criminal Action No. 0018082-69.2014.8.21.0021, pending before the 3rd Criminal Court of the Region of Passo Fundo / RS, in which he is responsible for crimes of money laundering, criminal association, ideological falsehood and unfaithful sponsorship.
11)AIDMIN, through its lawyers, will take all necessary measures to safeguard the interests of the minority shareholders, including before the US Judiciary to investigate a possible violation of the Foreign Corrupt Practices Act – FCPA, all with the objective of preserving the interests of its associates, of the Company and, above all, to safeguard the ethics necessary to run the largest telecommunications company in Brazil
Executive Vice President