RIO DE JANEIRO, March 10, 2015 /PRNewswire/ -- The Chairman of the Board of Directors of Oi S.A. (the "Company"), in accordance with the decision of the Brazilian Securities and Exchange Commission (Comissao de Valores Mobiliarios) ("CVM"), which conditioned the granting of the waivers requested by the Company in connection with the exchange and option to purchase shares contemplated in the Exchange Agreement and Option Agreement, dated as of September 8, 2014, by and among Portugal Telecom International Finance B.V., PT Portugal, SGPS, S.A., Portugal Telecom, SGPS, S.A., Telemar Participacoes S.A. and the Company, to the approval of these agreements by the general shareholders' meeting of the Company, hereby calls its shareholders to assemble in an Extraordinary General Shareholders' Meeting, to be held on March 26, 2015, at 2:30 p.m., at the Company's headquarters, located at Rua do Lavradio, no. 71, Centro, in the City of Rio de Janeiro, State of Rio de Janeiro, to consider the agenda, which will entitle each common share and preferred share the right to vote.
AGENDA:
1. Discuss the approval of the terms and conditions of (i) the Exchange Agreement; and (ii) the Option Agreement; both entered into by Portugal Telecom International Finance B.V., PT Portugal SGPS, S.A., Portugal Telecom, SGPS, S.A., Telemar Participacoes S.A. and the Company.
GENERAL INSTRUCTIONS:
1. The documentation and information relating to the item to be discussed in the Extraordinary General Shareholders' Meeting are available for examination by Company's shareholders at the Company's headquarters and on its investor relations website (www.oi.com.br/ri), as well as through the website of the CVM (www.cvm.gov.br), in accordance with CVM Instruction No. 481/09.
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 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 and Brazilian taxpayer's registry (CPF) documents; 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, a notarized power of attorney, 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) who signed the power of attorney, as well the identification and Brazilian taxpayer's registry (CPF) documents 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 business days prior to this Meeting.
Jose Mauro Mettrau Carneiro da Cunha
Chairman of the Board of Directors
Corporate Taxpayers' Registry (CNPJ/MF) No. 76.535.764/0001-43
Board of Trade (NIRE) No. 33 3 0029520-8
PUBLICLY-HELD COMPANY
SOURCE Oi S.A.
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