UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or
15d-16 of the Securities Exchange Act of 1934
For the month of May 2019
Commission File Number: 1-15256
_____________________
OI S.A. – In Judicial Reorganization
(Exact Name as Specified in its Charter)
N/A
(Translation of registrant’s name into English)
Rua Humberto de Campos, No. 425, 8th floor – Leblon
22430-190 Rio de Janeiro, RJ
Federative Republic of Brazil
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F: ý Form 40-F: o
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)):
Yes: o No: ý
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)):
Yes: o No: ý
(Indicate by check mark whether the registrant by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes: o No: ý
If “Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 6, 2019
OI S.A. – In Judicial Reorganization
By: /s/ Carlos Augusto Machado Pereira de Almeida Brandão
Name: Carlos Augusto Machado Pereira de Almeida Brandão
Title: Chief Financial Officer and Investor Relations Officer
Exhibit 1
Oi S.A. – In Judicial Reorganization
Corporate Taxpayers’ ID (CNPJ/MF) No. 76.535.764/0001-43
Company Registry (NIRE) No. 33.30029520-8
Publicly – Held Company
MINUTES OF THE ANNUAL AND EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
(Written up summarily, in accordance with
paragraph 1 of Article 130 of the Law No. 6,404/76)
1. Date, time and place: April 26th, 2019, at 11:00 a.m., at the headquarters of Oi S.A – In Judicial Reorganization (the “Company”), located at Rua do Lavradio, No. 71, Center, in the City and State of Rio de Janeiro.
2. Agenda: At the Annual General Shareholders’ Meeting: (1) To analyze the management accounts, examine, discuss and vote on the financial statements related to the fiscal year ended December 31, 2018; (2) To deliberate on the allocation of the results of the fiscal year ended December 31, 2018; (3) To establish the annual global amount of compensation for Management and members of the Company’s Fiscal Council; and (4) To elect the members of the Fiscal Council and their respective alternates. At the Extraordinary General Meeting: (5) To deliberate about the amendment and consolidation of the Bylaws with the purpose of converting the Audit, Risk, and Control Committee into a Statutory Audit Committees and to assign its members all of the functions of an audit committee currently exercised by the Fiscal Council, in compliance with applicable U.S. regulations; (6) To approve the Long-Term Incentive Plan based on the shares issued by the Company for Executives; (7) To approve the Long-Term Incentive Plan based on shares issued by the Company for the members of the Board of Directors; (8) To approve the Company’s Loss Replacement Policy, which provides the rules, limits and procedures applicable to the indemnity agreements to be entered into by the Company and its direct and indirect subsidiaries, and their Directors, Officers and employees covered by the Policy, duly supported by the template indemnity agreement to be entered into with each beneficiary; (9) Ratification of all acts performed by the Company’s management in the scope of Judicial Reorganization.
3. Call Notice: Call Notice published in the Official Gazette of Rio de Janeiro State, Part V, issues dated March 27, 2019, page 107; April 28, 2019, page 73; and April 29, 2019, page 288; and in the newspaper Jornal Valor Econômico – National Edition, in the issues dated March 27, 2019, page B6; March 28, 2019, page B9; and
March 29, 2019, page B11, pursuant to the Head and Paragraph 1 of Article 124 of Law No. 6,404/76.
3.1. All the documents and information in connection to Agenda were made available to the shareholders on March 27, 2019, pursuant to Article 133 of the Brazilian Law of Corporations and CVM Instruction No. 481/09 (“CVM Instruction 481”).
4. Attendance: Attending the Meeting in person at the Company’s headquarters or through remote voting, pursuant to the terms of the Sole Paragraph of Article 121, of Law 6404/76 and of CVM Instruction 481, were shareholders representing 82.09% of common shares and 80.74% of the Capital Stock of the Company, as evidence (i) by the signatures in the “Shareholders’ Attendance Book” and (ii) by valid remote voting ballots, received directly by the Company, pursuant to CVM Instruction 481, according to the consolidated summary voting statement disclosed by the Company on April 24 and 25, 2019. Also in attendance were Eleazar de Carvalho Filho, Chairman of the Company’s Board Directors; Eurico de Jesus Teles Neto, Chief Executive Officer and Chief Legal Officer; Carlos Augusto Machado Pereira de Almeida Brandão, Chief Financial Officer and Investor Relations Officer; José Cláudio Moreira Gonçalves, Executive Officer with no specific designation; Bernardo Kos Winik, Executive Officer with no specific designation in the position of Commercial Executive Officer; Silvio Almeida, Chief Administrative and Financial Officer Arthur José Lavatori Correa, Director of Corporate Law and Securities, as well as Daniela Maluf Pfeiffer, Fiscal Council member. Also present at the meeting were Gustavo Pereira and Esmir Oliveira representatives of BDO Auditores Independentes; as well as Marcelo Lucena and Delcimara Rolim Mendes da Silva, both employees of the National Telecommunications Agency - Anatel.
5. Board: Following the verification of legal quorum, and in accordance with the provisions set forth in Article 15 of the Company’s Bylaws, the Meeting was opened by Eleazar de Carvalho Filho, whom appointed Rafael Padilha Calabria as secretary.
6. Resolutions: After the reading of the consolidated summary voting chart, including the votes cast through remote voting reports, considering the most recent shareholdings included in the Company’s book, which was available for consultation by the attending shareholders, pursuant to paragraph 4 of Article 21-W of CVM Instruction 481, the First Secretary clarified that the preferred shares shall bear voting rights on the matters to be resolved by the Meeting, pursuant to Paragraph 3, of Article 12 of the Company’s Bylaws and Paragraph 1 of Article 111 of the Brazilian Law of Corporations. The First Secretary noted that, pursuant to Paragraph 1 of Article 20 of the Bylaws, the minutes will be drawn up in the form of a summary of the facts,
This page is an integral part of the Minutes of the Annual and Extraordinary General Shareholders’ Meeting of Oi S.A – In Judicial Reorganization, held on April 26, 2019, at 11:00 a.m.
including dissents and protests, and will contain only the transcription of the deliberations taken, observing the conditions indicated in items “a” and “b” of paragraph 1 of Article 130 of the Law 6,404/76. Those attending the Meeting unanimously waived the reading of the matters of the Agenda of this Meeting and related documents.
At the General Shareholders’ Meeting:
6.1 Regarding item i of the Agenda, the following were ratified by a majority after a discussion: Management’s accounts and the Management Report, the Balance Sheet and the other Financial Statements, together with the Independent Auditor’s Report and the Fiscal Council’s opinion, related to the fiscal year ended December 31, 2018. 2,484,368,020 votes were cast in favor, representing 99.98% of the valid votes, 388,147 votes were cast against and the holders of 2,321,242,547 shares abstained.
6.2 Regarding item ii of the Agenda, the following was ratified by a majority after a discussion: the proposed allocation of net income for the year ended December 31, of twenty-four billion, five hundred ninety-one million, one hundred thirty-nine thousand, nine hundred sixty-eight reais and ninety-seven cents (R$24,591,139,968.97), to be designated for absorption into the Accumulated Loss Account. 2,531,079,518 votes were cast in favor, representing 99.98% of the valid votes, 388,994 votes were cast against and the holders of 2,274,530,202 shares abstained.
6.3 Regarding item iii of the Agenda, the following were ratified by a majority after a discussion: Management’s proposal for the determination of the annual global allocation of the Management and Fiscal Council for 2019, as follows: (iii.1) global annual compensation for the Company’s Board of Directors, in the amount of up to fourteen million, six hundred seventy-five thousand, two hundred sixty-seven reais and twenty cents (R$14,675 .267.20), including fees, long-term incentive based on shares and respective social charges; (iii.2) global annual compensation for the Company’s Executives, in the total amount of up to forty-three million, nine hundred ninety-three thousand, six hundred sixty-eight reais and thirty-two cents (R$43,993,668.32), including fixed compensation, executive bonus, long-term share-based incentives, executive retention, benefits and related social charges; and (iii.3) annual global amount for the Fiscal Council, in the minimum amount pursuant the third paragraph of Article 162 of Law No. 6,404/76. 2,529,765,603 votes were cast in favor, representing 99.27% of the valid votes, 18,553,383 votes were cast against and the holders of 2,257,679,728 shares abstained.
6.4 Regarding item iv of the Agenda, there was an initial request for a separate election of the Fiscal Council members by holders of preferred shares present at the
This page is an integral part of the Minutes of the Annual and Extraordinary General Shareholders’ Meeting of Oi S.A – In Judicial Reorganization, held on April 26, 2019, at 11:00 a.m.
meeting, according to article 161, paragraph 4 of the Corporations Law, requested by the shareholders of Tempo Capital Principal Fundo de Investimento de Ações. Tempo Capital Principal Fundo de Investimento de Ações proposed Raphael Manhães Martins as a candidate to be an effective member of the Company’s Fiscal Council, and Domenica Einstein Noronha as his alternate. The shareholder Bratel S.A.R.L proposed Marcelo Curti as a candidate to be an effective member, and Luiz Fernando Ferraz de Resende as his alternate. Presented this matter for voting, the election was, by separate vote, 8,151,551 preferred shares voted in favor of the effective member and his respective alternate proposed by Tempo Capital Principal Fundo de Investimento de Ações to compose the Fiscal Council, with a term until the General Shareholders’ Meeting to be held in 2020: Raphael Manhães Martins, Brazilian, single, attorney, enrolled with the tax authority under CPF/MF No. 096.952.607-56, bearer of OAB/RJ No. 147.187, with an address at Rua Araújo Porto Alegre, No. 36 Room 1102, Rio de Janeiro – RJ, as effective member and Domenica Eisenstein, Brazilian, single, manager, bearer of Identity Card (IFP/RJ) No. 111310256, and enrolled with the tax authority under CPF/MF No. 090.448.297-93, with an address at Rua do Carmo, No. 8, Room 502, Rio de Janeiro – RJ, as his alternate. Following the election, by a vote of 2,811,882,772 votes in favor, representing 98.81% of the a valid votes; 33,736,123 votes in opposition and the abstention of holders of 1,960,379,819 shares, the following members and respective alternates for the Fiscal Council, with a mandate until the Ordinary General Shareholders Meeting to be held in 2020, were approved: (1) as effective member, Pedro Wagner Pereira Coelho, Brazilian, married, manager, bearer of Identity Card (SSP/SP) No. 54.440.419-1, and enrolled with the tax authority under CPF/MF No. 258.318.957-34, with a commercial address at Professor Alexandre Correia, 219 – apt 51, Vila Gertrudes, São Paulo - SP, CEP 05657-230, with alternate member Patricia Valente Stierli, Brazilian, divorced, manager, bearer of Identity Card (SSP/SP) No. 4589089, and enrolled with the tax authority under CPF/MF No. 010.551.368-78, with a residential address at Rua Itacema, No. 246, Apt. 32 ITAIM, São Paulo – SP, CEP: 04530-050;; (2) as effective member, Álvaro Bandeira, Brazilian, divorced, economist, bearer of Identity Card (CNH) No. 0012211905, and enrolled with the tax authority under CPF/MF No. 266.839.707-34, with a commercial address at Praia de Botafogo, 501, sixth floor, Pão de Açúcar tower, Rio de Janeiro – RJ, CEP: 22250-040, with alternate member Wiliam da Cruz Leal, Brazilian, divorced, consultant, bearer of Identity Card No. 13.184.281-7, and enrolled with the tax authority under CPF/MF No. 245.579.516-00, with a commercial address at Estrada de Camorim, 205 / Block 6 / Apt. 208, Jacarepaguá, Rio de Janeiro – RJ, (3) as effective member, Daniela Maluf Pfeiffer, Brazilian, divorced, manager, bearer of Identity Card (Detran-RJ) No. 08046911-7, and enrolled with the tax authority under CPF/MF No. 018.613.777-03, with a residential address at Av. Alda Garrido, 408/apt. 102, Barra da Tijuca, Rio de Janeiro – RJ, with alternate member Luiz Fernando Nogueira, Brazilian, married, economist, bearer of Identity Card (IFP/RJ) No. 06.314.868-8, and
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enrolled with the tax authority under CPF/MF No. 001.214.657-99, with a commercial address at Av. Rio Branco, n.º 181, sala 2503, Centro, Rio de Janeiro – RJ, CEP: 20040-007. It was declared that none of the elected persons were under legal restrictions or impediments which could prevent them from assuming their role.
At the Extraordinary General Meeting:
6.5 Regarding item v of the Agenda, the following were ratified by a majority after a discussion: the amendment and consolidation of the Company’s Bylaws, with the alteration of Article 32 of the Bylaws, with the purpose of converting the Audit, Risk, and Control Committee into a Committee as set out in the Company’s Bylaws and to assign its members all of the functions of an audit committee currently exercised by the Fiscal Council, in compliance with applicable U.S. regulations. 2,454,667,490 votes were cast in favor, representing 98.11% of the valid votes, 47,388,980 votes were cast against and the holders of 2,303,942,244 shares abstained. It was recorded that the proposed amendments were submitted to shareholders at the convening of this Meeting and that the consolidated Bylaws will be available on the Company’s Investors Relations page (www.oi.com.br/ri), as well as on the website of the Brazilian Securities Commission (“CVM”) (www.cvm.gov.br), and at B3 S.A. – Brasil, Bolsa, Balcão (“B3”) (http://www.bmfbovespa.com.br/), with the purpose of examination by the Shareholders. Pursuant to the deliberations hereby approved, Article 32 of the Company’s Bylaws shall come into effect as follows:
6.6 “Article 32 - The Company shalll have an Audit, Risks and Controls Committee (“CARC”), an advisory body, directly linked to the Board of Directors, which may also create other Committees, appointing their respective members from among the members of the Board of Directors.
Paragraph 1 - The CARC shall have its own Internal Regulations, approved by the Board of Directors, which shall describe in detail all functions, admissibility and independence requirements, competencies and operational procedures of the CARC.
Paragraph 2 - The CARC shall function permanently and shall be composed of a minimum of three (3) and at maximum five (5) members, all independent members as defined in the Company´s Bylaws, appointed by the Board of Directors, for a two year-term, which will coincide with the term of office of the members of the Board of Directors.
Paragraph 3 - The other Committees created by the Board of Directors shall have their objectives and competencies defined by the Board of Directors, and shall be composed of a minimun of three (3) and at maximumt five (5) members and shall always have a majority composed of Directors of the Company.
Paragraph 4 – No employees or Company Officers may be appointed as members of any Committee.
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Paragraph 5 - Except about CARC, whenever the duties of a particular Committee require, the Board of Directors may appoint external expert(s) as member(s) of such Committee, provided that he or she is well-recognized for his or her technical qualification and experience in matters subject to the Committee, selected through a process organized by the Company. The external member of the Committee shall be subject to the same duties and responsibilities as the Board Members, within the scope of their actions in the respective Committee.”
6.7 Before the deliberations on items vi and vii of the Agenda were initiated, in response to the decision rendered to the Judicial Reorganization Court in case No. 0203711-65.2016.8.19.0001, the Chairman read the decision in full and the opinion of the 1st Public Prosecutor’s Office of the state of Rio de Janeiro regarding the proposal presented by the Company in relation to the compensation of the Board. Following the reading, the Chairman stated that, in light of the opinion of the Public Prosecutor’s Office and the judicial decision that were read, the Board of Director, upon acknowledging them, decided that the matters contained in items vi and vii of the Meeting Agenda, regarding to the opinion of the Public Prosecutor’s Office and the judicial decision, shall provide all necessary information and clarification to the Public Prosecutor’s Office and the Judicial Reorganization Court and that such matters will only be implemented after a new judicial decision is rendered.
6.8 Regarding item vi of the Agenda, the following was ratified by a majority after a discussion: the Long-Term Incentive Plan based on shares issue from the Company to Executives for the period between 2019 and 2021, whose format and conditions were previously submitted to the shareholders for the convening of this Meeting. 2,777,388,954 votes were cast in favor, representing 94.13% of the valid votes, 173,272,576 votes were cast against and the holders of 1,855,337,184 shares abstained.
6.9 Regarding item vii of the Agenda, the following was ratified by a majority after a discussion: the Long-Term Incentive Plan based on shares issue from the Company to the members of the Board of Directors for the period between 2019 and 2021, whose format and conditions were previously submitted to the shareholders for the convening of this Meeting. 2,767,135,892 votes were cast in favor, representing 84.74% of the valid votes, 498,185,985 votes were cast against and the holders of 1,540,676,837 shares abstained.
6.10 Regarding item viii of the Agenda, the following was ratified by a majority after a discussion: the Company’s new Loss Replacement Policy, which establishes procedures that should govern the indemnity agreements to be entered into by the Company and its direct and indirect subsidiaries, with its administrators and other members that may be contemplated by the new Policy, as well as the model of the
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Indemnity Contract to be entered into with each new beneficiary. 2,186,285,790 votes were cast in favor, representing 87.40% of the valid votes, 315,184,572 votes were cast against and the holders of 2,304,528,352 shares abstained. It was recorded that the new Policy and the model of the Indemnity Contract were previously submitted to the shareholders for the convening of this Meeting.
6.11 Regarding item ix of the Agenda, the following was ratified by a majority after a discussion: all the acts practiced by the Company’s Board Directors in the scope of Judicial Recovery. 2,557,386,318 votes were cast in favor, representing 94.30% of the valid votes, 154,467,566 votes were cast against and the holders of 2,094,144,830 shares abstained.
7. Dissenting votes, Manifestations and Abstentions: votes against, manifestations and abstentions were received and registered and submitted to the board and shall remain filed with the Company.
8. Closing: with nothing further to discuss, the meeting was adjourned for the drawing up of these minutes. Once read, the minutes were approved by the shareholders representing the required quorum for approval of the above resolutions.
Rio de Janeiro, April 26, 2019.
Signatures:
Board:
ELEAZAR DE CARVALHO FILHO – Chairman of the Board
Rafael Padilha Calábria – Secretary
This page is an integral part of the Minutes of the Annual and Extraordinary General Shareholders’ Meeting of Oi S.A – In Judicial Reorganization, held on April 26, 2019, at 11:00 a.m.
Shareholders:
Eurico de Jesus Teles Neto
Rafael Padilha Calabria
Felipe Guimarães Rosa Bon
Clarisse Mello Machado Schlieckmann
Ana Tereza Basílio
Paulo Penalva Santos
THE BANK OF NEW YORK ADR DEPARTMENT (represented by Daniel Alves Ferreira)
BRATEL S.A.R.L (represented by Victor Guita Campinho and Fernanda Cirne Montorfano)
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MUTA FIM IE CREDITO PRIVADO; JGP WM MASTER FIM IE CREDITO PRIVADO; JGP MAX MASTER FUNDO DE INVESTIMENTO MULTIMERCADO; JGP HEDGE MASTER FUNDO DE INVESTIMENTO MULTIMERCADO; JGP LONG ONLY INSTITUCIONAL FIA; JGP LONG ONLY MASTER FUNDO DE INVESTIMENTO EM ACOES; JGP EQUITY EXPLORER MASTER FIA; HAMBURGO FUNDO DE INVEST MULTIMERCADO CREDITO PRIVADO; FIM SANTA CRISTINA IE CREDITO PRIVADO; JGP LONG ONLY INSTITUCIONAL 60 FIA; JGP EQUITY EXPLORER MASTER FIM; JGP STRATEGY MASTER FUNDO DE INVESTIMENTO MULTIMERCADO; GERDAU PREVIDENCIA FUNDO DE INVESTIMENTO EM ACOES 04; FIA SABESPREV JGP INSTITUCIONAL BDR NIVEL; FCOPEL FUNDO DE INVESTIMENTO EM ACOES; ITCA MULTIMERCADO CREDITO PRIVADO - FUNDO DE INVESTIMENTO; FIA GRUMARI; JGP SULAMERICA FI MULTIMERCADO CREDITO PRIVADO; OURO BRANCO MULTIMERCADO CREDITO PRIVADO - F DE INVESTIMENTO (represented by Marcelo Mollica Jourdan)
FORD MOTOR CO DEFINED BENEF MASTER TRUST; FORD MOTOR COMPANY OF CANADA, L PENSION TRUST; LOCKHEED MARTIN CORP MASTER RETIREMENT TRUST; INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT, A T F S R P A T/RET STAFF BEN PLAN AND TRUST; DREYFUS INVESTMENT FUNDS - DIVERSIFIED EMERGING MA; SPDR SP EMERGING MARKETS SMALL CAP ETF; USAA EMERGING MARKETS FUND; BLACKROCK LATIN AMERICA FUND INC; CIBC LATIN AMERICAN FUND; GOTHIC CORPORATION; GOTHIC HSP CORPORATION; ADVANCED SERIES TRUST - AST PARAMETRIC EME PORTFOL; GOTHIC ERP, LLC; FIRST TRUST EMERGING MARKETS SMALL CAP ALPHADEX FU; KIEGER FUND I - KIEGER GLOBAL EQUITY FUND; SUNSUPER SUPERANNUATION FUND; EMPLOYEES RET SYSTEM OF THE STATE OF HAWAII; AXA IM GLOBAL EMERGING MARKETS SMALL CAP FUND, LLC; WISDOMTREE EMERGING MARKETS EX-STATE-OWNED ENTERPR; LVS III LP; PIMCO GLOBAL CREDIT OPPORTUNITY MASTER FUND LDC; LVS II LLC; FIDELITY SALEM STREET TRUST: FIDELITY ZERO
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INTERNA; MULTIMIX WHOSALE INTERNATIONAL SHARES TRUST; SPDR S&P EMERGING MARKETS SMALL CAP ETF; AQUILA EMERGING MARKETS FUND; BLACKROCK ADVANTAGE GLOBAL FUND, INC.; BLACKROCK GLOBAL FUNDS; BLACKROCK LATIN AMERICAN INVESTMENT TRUST PLC; BLACKROCK STRATEGIC FUNDS - BLACKROCK SYSTEMATIC GLOBAL EQUITY FUND; CC&L Q GLOBAL EQUITY MARKET NEUTRAL MASTER FUND LTD.; CHARITABLE INTERNATIONAL EQUITY FUND; CITI RETIREMENT SAVINGS PLAN; COMMONFUND STRATEGIC DIRECT SERIES LLC - CF TT INTERNATIONAL, EMERGING MARKET SERIES; DREYFUS INTERNATIONAL FUNDS, INC. - DREYFUS EMERGING MARKETS FUND; INVESCO STRATEGIC EMERGING MARKETS ETF; JANA EMERGING MARKETS SHARE TRUST; LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD.; PIMCO TACTICAL OPPORTUNITIES MASTER FUND LTD.; SYMMETRY EAFE EQUITY FUND; TT EM UNCONSTRAINED OPPORTUNITIES FUND LIMITED; TT EMERGING MARKETS EQUITY FUND (THE FUND), A SUB-FUND OF TT INTERNATIONAL FUNDS PLC (THE COMPANY); TT EMERGING MARKETS OPPORTUNITIES FUND II LIMITED; TT EMERGING MARKETS OPPORTUNITIES FUND LIMITED; TT HORIZON EQUITY FUND A SUB FUND OF TT INTERNATIONAL FUNDS PLC; VARIABLE INSURANCE PRODUCTS FUND II: INTERNATIONAL INDEX PORTFOLIO; VICTORIAN FUNDS MANAGEMENT CORPORATION AS TRUSTEE FOR VFM EMERGING MARKETS TRUST; RUSSELL INVESTMENT COMPANY EMERGING MARKETS FUND; RUSSELL INVESTMENT COMPANY PUBLIC LIMITED COMPANY; RUSSELL TR COMPANY COMMINGLED E.B.F.T.R.L.D.I.S; THE DUKE ENDOWMENT; VANDERBILT UNIVERSITY; CC&L Q GLOBAL EQUITY MARKET NEUTRAL MASTER FUND LTD. (represented by Daniel Alves Ferreira)
TEMPO CAPITAL PRINCIPAL FUNDO DE INVESTIMENT; VIC DTVM S/A; VICTOR ADLER; ANTONIA CLIUCY PIRES CHAVES; ROSANE MORAES COUTINHO DE OLIVEIRA; RABO DE PEIXE TRANSP. SERV. MARITIMOS E EMPR TURIST LTDA; EDUARDO PANTALEAO BAUMEIER (represented by Guilherme Panisset Barreto Bernardes); NUEVO SUMATRA ACOES FDO DE INVESTIMENTO; YF FUNDO DE INVESTIMENTO EM AOES; ULTRA PERFORMANCE CTM FUNDO DE IMVESTIMENTO EM ACOES; CTM ESTRATEGIA FUNDO DE INVESTIMENTO EM ACOES (represented by Daniel Vinicius Alberini Schrickte)
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FABRICIO PERICLES AMCHADO SILVA
JOANA GOMES BAPTISTA BONTEMPO
FABRÍCIO PERICLES MACHADO SILVA
GIULIANO COLOMBO
GOLDENTREE ASSET MANAGEMENT LUX S.A.R.L. (represented by Daniel Alves Ferreira)
Shareholders that exercised their right to distance voting: COX MASTER FUNDO DE INVESTIMENTO DE AÇÕES; e CLARI FUNDO DE INVESTIMENTO EM AÇÕES.
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Exhibit 2
Oi S.A. – In Judicial Reorganization
Publicly-Held Company
CNPJ/ME: 76.535.764/0001-43
NIRE 3330029520-8
ANNUAL GENERAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
EXPRESSION OF VOTE
Rio de Janeiro, April 26, 2019
Messrs. Srs.
Chairman and Secretary of the Annual General And Extraordinary Shareholders’ Meeting of Oi held on April 26, 2019 at 11 a.m.
BRATEL S.à.r.l, a limited liability company (société à responsabilité limitée), incorporated and validly existing under the laws of Luxembourg, with headquarters at 69 boulevard de Ia Pétrusse, 2320, Luxembourg, entered in the commercial register of the Chamber of Commerce of Luxembourg under number B212922, and taxpayer identification number (“CNPJ/ME”) 28.348.452/0001-88 (“Bratel”), represented in accordance with its memorandum of association, by its duly constituted attorneys-in-fact, in the capacity of holder of 294,259,859 (two hundred ninety-four million, two hundred fifty-nine thousand, eight hundred fifty-nine) common shares, registered and without par value of Oi S.A. - In Judicial Reorganization (the “Company”) hereby grants its votes with respect to the following matters on the Agenda of the Annual General And Extraordinary Shareholders’ Meeting, held on April 26, 2019, at 11:00 am:
|
RESOLUTION NUMBER |
MATTER |
VOTE |
|
At the Annual General Meeting | ||
|
1 |
To analyze the management accounts, examine, discuss and vote on the financial statements related to the fiscal year ended December 31, 2018 |
ABSTAIN |
|
2 |
To deliberate on the allocation of the results of the fiscal year ended December 31, 2018 |
ABSTAIN |
|
3 |
To establish the annual global amount of compensation for Management and members of the Company’s Fiscal Council |
ABSTAIN |
|
4 |
To elect the members of the Fiscal Council and their respective alternates. |
APPROVE |
|
At the Extraordinary General Meeting | ||
|
5 |
To deliberate about the amendment and consolidation of the Bylaws with the purpose of converting the Audit, Risk, and Control Committee into a Statutory Audit Committees and to assign its members all of the functions of an audit committee currently exercised by the Fiscal Council, in compliance with applicable U.S. regulations. |
ABSTAIN |
|
6 |
To approve the Long-Term Incentive Plan based on the shares issued by the Company for Executives. |
ABSTAIN |
|
7 |
To approve the Long-Term Incentive Plan based on shares issued by the Company for the members of the Board of Directors. |
REJECT |
|
8 |
To approve the Company’s Loss Replacement Policy, which provides the rules, limits and procedures applicable to the indemnity agreements to be entered into by the Company and its direct and indirect subsidiaries, and their Directors, Officers and employees covered by the Policy, duly supported by the template indemnity agreement to be entered into with each beneficiary. |
ABSTAIN |
|
9 |
Ratification of all acts performed by the Company’s management in the scope of Judicial Reorganization. |
APPROVE |
Finally, Bratel requests that this statement be received by the chair, numbered and filed at the Company’s headquarters, pursuant to article 130, §1, item “a”, of the Corporations Law, requesting that the chair authenticate and return to the signatories a copy of this vote manifestation, pursuant to article 130, paragraph 1, item “b”, of the Corporations Law.
Sincerely,
|
/s/ Fernanda Montorfano Gibson |
BRATEL S.À.R.L.
Exhibit 3
LUIZ FERNANDO FERRAZ DE REZENDE
Brazilian, married, lawyer.
e-mail: lfr@riobranco.adm.br
Education:
University of São Paulo - Law School
Post-Graduation - Universidade Paulista - UNIP, Instituto Brasileiro de Mercado de Capitais - Brazil
IBMEC, Fundação Getúlio Vargas - FGV. Pontifícia Universidade Católica - PUC
Activities
Ÿ Partner of Rio Branco SP Consultores Associados since 2011 - consulting in economic and financial analysis and management of companies:
Ÿ Professor of Tax Law and Business Law at Universidade Paulista - UNIP since 1993;
Ÿ Lawyer with companies since 1988, having worked at Banco Safra, Companhia de Cimento Portland Itaú (Votorantim Cimentos) and Banco Itaú.
Experience in Bodies of Governance and Directive
Ÿ Member of the Audit Committee of several companies, such as Whirlpool S/A. Vicunha Aços S/A. Vicunha Steel S/A. Vicunha Participações S/A and Elizabeth S/A Industria Textile.
Ÿ He has held positions on the Board of Directors and Audit Committee of Third Sector entities (entidades do Terceiro Setor) and Small Hydroelectric Power Plants (PCH's).
Luiz Fernando Ferraz de Rezende
Exhibit 4
MARCELO CURTI
Brazilian, married, economist, 55 years old,
Office: Marquês de São Vicente, 446, cj. 1206 - São Paulo - SP
Phones: commercial 11- 3392.3062 and mobile 11- 98162.5393
E-mail: mc@riobranco.adm.br
Education:
Colégio Rio Branco (São Paulo)
Fundação Armando Álvares Penteado - Economics School
Álvares Penteado College - Postgraduate Diploma in Business Administration
Fundação Getúlio Vargas - Project Management and Knowledge Management
Activities
Ÿ Founding partner of, and economist for Rio Branco Consultores Associados Ltda. Started activities in 2009 and provides Financial Advisory services and Business Management services with an emphasis on:
Evaluation of companies and preparation of business plans;
Feasibility analysis in investment projects;
Advisory in Mergers, Acquisitions and Operational Associations;
Administrative and financial management and corporate governance;
Capital structure evaluation;
Assistance in the preparation and negotiation of judicial reorganization plans;
Expertise and Technical Assistance in Judicial and Arbitration Proceedings.
(Corecon-SP)
Experience in Governing Bodies and Administration:
Board of Directors
Ÿ BCP SP S/A, between 1998 and 2003 - Chairman
Telecommunications in São Paulo State - Currently, Claro;
Ÿ BSE NE S/A between 1998 and 2003 - Chairman
Telecommunications in 6 Northeastern states;
Ÿ Verbier Representations and Participations
Investments in non-financial companies in the Safra Group.
Audit Committees
Ÿ Duke Energy International, Geração Paranapanema S/A, since 2009.
Electric Power Generation;
Ÿ Hypermarcas S/A, since 2013.
Pharmaceutical, Consumer (Personal Hygiene and Beauty);
Ÿ Cosan S/A - Indústria e Comércio, since 2013.
Sugar and alcohol production, fuel and lubricant distribution, logistics and storage services, purchase and sale of agricultural land, and power cogeneration;
Ÿ Suzano Holding S/A, since 2015 - Alternate
Paper and Cellulose;
Ÿ IPLF Holding S/A, since 2015 - Alternate
Paper and Cellulose;
Ÿ Aceco TI S/A, since 2016 -
Data Centers and Integrated Command and Control Centers;
Ÿ Tucca
Association for Children and Adolescents with Cancer.
Statutory Boards
Ÿ Crop Group: Banco Safra, Banco Safra de Investimentos, Banco J.Safra, Banco J.Safra de Investimentos J.Safra DTVM, (planning and management areas) Control, HR, Administrative, Controllership and Auditing, between 1981 and 2008).
Ÿ Maiol Assessoria em Gestão Empresarial e Participações Ltda.
Ÿ Shopping Vila Olímpia: as a representative of Brookfield Shopping Center.
Ÿ Rio Branco Consultores Associados Ltda.: Financial Advisory and Business Management
Ÿ Taubaté Nova Fronteira Ltda: Real Estate Developments.
Ÿ NWR Investimentos Mobiliários Ltda: Negotiation of securities assets
Advisory Councils
Ÿ Agrovale S/A: Cia Energética do Vale do São Francisco (sugar and alcohol).
Ÿ Praia Brava Empreendimentos Imobiliários: Financial advisor.
Ÿ Brookfield Brasil S/A: Shopping Patio Higienópolis.
Ÿ Enixe Energias: energy generation (PCHs)
Audit and Compensation Committees
Ÿ Banco J.Safra S/A, between 2003 and 2008
Incorporation and representation before Bacen
Ÿ BCP SP and NE S/A, between 1998 and 2003
MARCELO CURTI
Exhibit 5
EXPLANATION OF VOTE OF FUNDS MANAGED BY JGP GESTÃO DE RECURSOS LTDA. AND JGP GESTÃO PATRIMONIAL LTDA., PRESENTED AT THE ANNUAL GENERAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING (AGOE) OF OI S.A., HELD ON APRIL 26, 2019, AT THE COMPANY’S HEADQUARTERS
We believe it is appropriate to present a written statement in order to better detail the reasons for our vote, in the hope of also contributing to the improvement of the information that is made available to shareholders.
As shareholders of the Company, our greatest concern is, of course, to see the Company recover after the complex and delicate situation that has been experienced in recent years. We recognize the merit of everything that has been practiced so far, in an extremely complex and difficult judicial reorganization, which seems to us to have been well conducted with regard to the main steps provided for in the Judicial Reorganization Plan (PRJ).
With the exception that in general terms, our analysis lacked more precise information regarding some of the items of resolution submitted to the shareholders; and that we assume that all matters approved herein at these Meetings will always be adopted in compliance with and with the Judicial Reorganization, we shall vote as follows:
At the Annual General Meeting
(1) To analyze the management accounts, examine, discuss and vote on the financial statements related to the fiscal year ended December 31, 2018;
We vote in favor of item (1) of the agenda.
(2) To deliberate on the allocation of the results of the fiscal year ended December 31, 2018;
We vote in favor of item (2) of the agenda.
(3) To establish the annual global amount of compensation for Management and members of the Company’s Fiscal Council; and
We voted in favor of item (3) of the agenda, as there is no significant discrepancy in relation to the global annual budget that has been practiced in the Company, but we understand (as already explained to the Company’s management) that the items that make up the global budget could have been better clarified to the shareholders, with sufficient detail regarding its composition, especially with respect to the payment of extraordinary or withholding amounts, in the past and future, as well as possible payments as corporate events, which were not duly clarified to the shareholders.
(4) To elect the members of the Fiscal Council and their respective alternates.
We vote in favor of item (4) of the agenda.
At the Extraordinary General Meeting
(5) To deliberate about the amendment and consolidation of the Bylaws with the purpose of converting the Audit, Risk, and Control Committee into a Statutory Audit Committees and to assign its members all of the functions of an audit committee currently exercised by the Fiscal Council, in compliance with applicable U.S. regulations;
We vote in favor of item (5) of the agenda.
(6) To approve the Long-Term Incentive Plan based on the shares issued by the Company for Executives;
(7) To approve the Long-Term Incentive Plan based on shares issued by the Company for the members of the Board of Directors;
We vote in favor of items (6) and (7) of the agenda, with reservations.
As OI is in Judicial Reorganization, and due to the size of the challenge of the company’s recovery, it is expected from its Administrators (Board of Directors and Officers), commitment and personal dedication beyond what is usual when compared to other companies in general.
Therefore, specifically with regard to the compensation of the Board of Directors (CA), we believe that the
atypical nature of the situation also justifies unusual compensation mechanisms and more directly correlated with the success of the Judicial Reorganization: we therefore support the concept of the Long Term Incentive Plan (“PILP”) based on the grant of shares. OI is now a corporation, with dispersed capital and increasing liquidity to trade its shares, its shareholder performance tends to reflect the value generated for its shareholders (which in itself benefits creditors considering the greater capacity to raise funds, if necessary).
In addition, as a form of “non-cash” compensation, the issuance of new shares is fully supported by its shareholder base, through the dilution of its shareholdings, thus not consuming company resources and therefore keeping unchanged the capacity to meet the commitments assumed with creditors in Judicial Reorganization.
Therefore, in case of an instrument that brings greater alignment between the Managers and the Company, which will not imply in financial disbursements, but in the delivery of shares (diluting the other shareholders), only if there is an effective and concrete appreciation and growth of the Company in a long term view (three years), when there will be no more Judicial Reorganization, it seems to us that the concerns regarding the preservation of the Company’s equity situation have been met. In spite of everything, we emphasize that the PILP, if approved, must necessarily be executed in such a way as to preserve and respect the Judicial Reorganization judgment, since it is not in our interest to act contrary to the grounds of the Judicial Reorganization.
Our understanding, already expressed to the Company, is that the proposed plan for the benefit of the Company’s directors and officers, if, on the one hand, goes in the right direction by promoting greater engagement, on the other, it could be improved to provide even greater alignment between the interests of the Company, Directors and its shareholders.
In narrow summary, we understand that: 1) the proposed “trigger” should better reflect the shareholder’s opportunity cost (cost of equity and not weighted average cost), 2) the granting of 100% of the shares should only take place after the full achievement of the referred opportunity cost and, on the other hand, 3) we believe that shareholders would be prepared to accept dilutions in their even larger stakes if the granting of shares to Officers/Directors depended on the actual value of the shares verified throughout the program (greater share appreciation = greater issuance of shares via PILP), thus, the interests of all stakeholders (Company, Directors, Shareholders and Creditors) are further aligned.
For all the above reasons, although we are approving the proposed plans of items 6 and 7, and because we recognize the merit of adopting a plan that brings greater engagement of Directors, we suggest that the Board of Directors evaluate measures that may still be implemented to improve the PLIP in the future, incorporating as much as possible the changes summarized herein.
(8) To approve the Company’s Loss Replacement Policy, which provides the rules, limits and procedures applicable to the indemnity agreements to be entered into by the Company and its direct and indirect subsidiaries, and their Directors, Officers and employees covered by the Policy, duly supported by the template indemnity agreement to be entered into with each beneficiary.
We vote against item (8) of the agenda.
Although we recognize the importance of a loss replacement policy and conceptually support the Company adopting one, we have reservations about the proposed terms. We find the scope of the proposed coverage particularly critical, including the payment of fines in the event of conviction. Although it is justified that the Company offers protection to its managers, by paying the defense fees, we do not see pertinence or grounds for the company to bear convictions, after all, by definition any convictions would be on the merits, which implies that there was a judgment by the judge that the director acted contrary to the law or the Company’s articles. In that case, in the event of a merits judgment and concluding that the director is to blame, we understand that it would not be incumbent on the Company to bear such conviction.
In addition, we believe that better situations should be established in which the Company should be reimbursed for amounts paid to its managers. In addition to excluding acts performed outside the legal limits or attributions of the beneficiary, we understand, for example, that in the event of payment of monthly costs arising from the blocking of assets, the amounts borne by the Company must be fully reimbursed at the moment the blocking of assets ceases to persist, after all, in this case, the Company only anticipated to the beneficiary recurring funding amounts that, if it were not for the blockade, should have been directly borne by
the beneficiary.
In short, it seemed to us that the policy should be more restrictive, covering the expenses for the defense of beneficiaries who are involved in legal and administrative proceedings, but not any and all costs that it may incur, and temporary coverage of expenses in case of blockade of assets is applicable, as soon as the blockage no longer persists.
(9) Ratification of all acts performed by the Company’s management in the scope of Judicial Reorganization.
We voted against item (9) of the agenda.
We understand that the proposed ratification is not feasible, since the shareholders did not follow the details and underlying facts on which the decisions were based, and they are not even aware of all the acts practiced by the Board in the context of the Judicial Reorganization. Among the acts performed are, there are even acts that have been treated as confidential, such as the agreement signed with Pharol. Although what we have seen so far from the Judicial Reorganization seems positive to us, we do not have the minimum elements necessary to ratify all the performed acts.
As managers responsible for the resources of third parties, we could not even ratify acts in a generic manner, otherwise we would be violating our fiduciary duty to our clients.
Finally, we request that this vote be filed by the chair and made available on the website of the Securities and Exchange Commission together with the minutes of these meetings.
Rio de Janeiro, April 25, 2019.
GRUMARI FUNDO DE INVESTIMENTO EM AÇÕES
FCOPEL FIA I
JGP EQUITY EXPLORER MASTER FIM
JGP EQUITY EXPLORER MASTER FIA
GERDAU PREVIDÊNCIA FIA 04
JGP HEDGE MASTER FIM
JGP LONG ONLY INSTITUCIONAL FIA
JGP LONG ONLY INSTITUCIONAL 60 FIA
JGP LONG ONLY MASTER FIA
JGP MAX MASTER FIM
FIA SABESPREV JGP INSTITUCIONAL - BDR NÍVEL I
JGP STRATEGY MASTER FIM
JGP SUL AMÉRICA FIM CP
(funds managed by JGP Gestão de Recursos Ltda., herein represented by its attorney-in-fact Marcelo Mollica Jourdan)
MUTÃ FIM IE CP
JGP WM OPT MASTER FIM IE CP
HAMBURGO FIM CRÉDITO PRIVADO
ITCA MULTIMERCADO CRÉDITO PRIVADO Fl
OURO BRANCO MULTIMERCADO CRÉDITO PRIVADO Fl
FIM SANTA CRISTINA INVESTIMENTO NO EXTERIOR CP
(funds managed by JGP Gestão Patrimonial Ltda., herein represented by its attorney-in-fact Marcelo Mollica Jourdan)
Exhibit 6
VOTE of TEMPO CAPITAL PRINCIPAL FUNDO DE INVESTIMENTO DE AÇÕES (“Tempo Capital”) presented to the Board of the Annual General And Extraordinary Shareholders’ Meeting of OI S.A. (“Company”), held on 26 April 2019 at 11:00 a.m. (“AGO/E”).
At the Annual General Meeting:
1. To analyze the management accounts, examine, discuss and vote on the financial statements related to the fiscal year ended December 31, 2018;
ABSTAIN
2. To deliberate on the allocation of the results of the fiscal year ended December 31, 2018;
ABSTAIN
3. To establish the annual global amount of compensation for Management and members of the Company’s Fiscal Council;
REJECT
4. To elect the members of the Fiscal Council and their respective alternates.
PRESENT AND VOTE. THROUGH ITS PREFERRED SHARES, FOR RAPHAEL MANHAES MARTINS, AS MEMBER, AND DOMENICA EISENSTEIN NORONHA, AS RESPECTIVE ALTERNATE.
At the Extraordinary General Meeting:
1. To deliberate about the amendment and consolidation of the Bylaws with the purpose of converting the Audit, Risk, and Control Committee into a Statutory Audit Committees and to assign its members all of the functions of an audit committee currently exercised by the Fiscal Council, in compliance with applicable U.S. regulations;
REJECT
2. To approve the Long-Term Incentive Plan based on the shares issued by the Company for Executives;
REJECT
3. To approve the Long-Term Incentive Plan based on shares issued by the Company for the members of the Board of Directors;
REJECT
4. To approve the Company’s Loss Replacement Policy, which provides the rules, limits and procedures applicable to the indemnity agreements to be entered into by the Company and its direct and indirect subsidiaries, and their Directors, Officers and employees covered by the Policy, duly supported by the template indemnity agreement to be entered into with each beneficiary;
REJECT
5. Ratification of all acts performed by the Company’s management in the scope of Judicial Reorganization.
ABSTAIN
Finally, according to Circular Letter/CVM/SEP/Nº02/2018 item 3.4.4, it is reiterated under the terms of item X of article 21 of CVM Instruction 480/09, that the minutes of the AGO/E must be followed, in the same file, by any explanations of vote, dissent or protest.
Additionally, the minutes of the AGO/E filed with the CVM must also contain the attendance list and the exact quorum for the installation and approval of a certain matter, including the relevant shareholders who elected members to the board of directors and the audit committee, without prejudice to the disclosure of the final detailed voting map provided for in article 21-W, §Paragraph 6, II of CVM Instruction No. 481/09.
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/s/ |
|
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TEMPO CAPITAL PRINCIPAL FUNDO DE INVESTIMENTO DE AÇÕES
Exhibit 7
PRESENTATION OF CANDIDATES
TEMPO CAPITAL PRINCIPAL FUNDO DE INVESTIMENTO DE AÇÕES ("Tempo Capital") presents the following candidates to the Board of the Annual General Shareholders' Meeting of OI S.A. ("Company"), held on April 26, 2019, at 11:00 a.m. ("AGO"):
FISCAL COUNCIL:
For the candidate for the Fiscal Council under item "a" of Paragraph 4 of Article 4 of the Articles of Association 161 of Act No. 6,404/1976, where only holders of preferred shares shall vote, RAPHAEL MANHÃES MARTINS, as a member, and DOMENICA EISENSTEIN NORONHA, as alternate member.
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/s/ |
TEMPO CAPITAL PRINCIPAL FUNDO DE INVESTIMENTO DE AÇÕES
Exhibit 8
STATEMENT
RAPHAEL MANHÃES MARTINS, Brazilian, single, lawyer, taxpayer identification number CPF 096.952.607-56. Identity n° 147.187 OAB/RJ, with address at Rua Araújo Porto Alegre, no. 36, room 1102, Rio de Janeiro - RJ, as provided in article 147, § 4, of Act No. 6,404/1976, as amended by Act No. 10,303/2001, and by CVM Instruction No. 367 of May 29, 2002, is aware that he will be appointed to exercise the position of member of the Fiscal Council of OI S.A., company with headquarters and jurisdiction in Rio de Janeiro, State of Rio de Janeiro, at Rua do Lavradio, n° 71 - Centro, taxpayer identification number CNPJ/MF 76.535.764/0001-43 hereafter simply referred to as “OI”, states, under penalty of the law and for all legal purposes, that: (i) he is not prevented by special law, or convicted of a bankruptcy offence, of malfeasance, bribery, graft, embezzlement, against the economy, public faith or property, or the criminal penalty preventing, even if temporarily, the access to public offices, as provided for in paragraph 1 of article 147 of Law No. 6.404/1976; (ii) he is not condemned to the penalty of suspension or temporary disqualification applied by the Securities and Exchange Commission, that causes him to be ineligible for public company management positions, as established in paragraph 2 of art. 147 of Law No. 404/76; (iii) to the best of my knowledge, he complies with the requirement of an unblemished reputation established by Paragraph 3 of Article 147 of Act No. 6,404/1976; and (iv) does not occupy a position in a company that may be considered a competitor of the company, and does not have, nor represent, an interest that conflicts with that of the company, in accordance with clauses 1 and 11 of § 3 of Article 147 of Act No. 6.404/1976.
I also declare, under the penalties of the law, under the terms of art. 10 of ICVM 481/09 and pursuant to items 12.9 and 12.10 of the Reference Form included in Annex 24 of ICVM 552/14, that I do not have any marital relationship, steady union or kinship up to the 2nd degree with OI’s management members, its subsidiaries and its controlling shareholders, as well as, not having a subordination, service or control relationship, in the last three fiscal years, with a controlled company, indirect or direct controller, supplier, customer, OI’s debtors or creditors.
I declare, finally, that I am able to make these statements at the time of investiture.
Rio de Janeiro, April 22, 2019.
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/s/ Raphael Manhães Martins |
RAPHAEL MANHÃES MARTINS
Exhibit 9
STATEMENT
DOMENICA EISENSTEIN NORONHA, Brazilian, single, administrator, taxpayer identification number CPF 090.448.297-93, Identity number 111310256 IFP/RJ, with address at Rua do Carmo, n° 8, room 502, Rio de Janeiro - RJ, as provided in article 147, § 4, of Act n° 6.404/1976, as amended by Act No. 10.303/2001, and CVM Instruction No. 367 of May 29, 2002, is aware that she will be appointed to exercise the position of alternate member of the Fiscal Council of OI S.A., company with headquarters and jurisdiction in Rio de Janeiro, State of Rio de Janeiro, at Rua do Lavradio, n° 71 - Centro, taxpayer identification number CNPJ/MF 76.535.764/0001-43 hereafter simply referred to as “OI”, states, under penalty of the laws and for all legal purposes, that: (i) she is not prevented by special law, or convicted of a bankruptcy offence, of malfeasance, bribery, graft, embezzlement, against the economy, public faith or property, or the criminal penalty preventing, even if temporarily, the access to public offices, as provided for in paragraph 1 of article 147 of Law No. 6,404/1976; (ii) she is not condemned to the penalty of suspension or temporary disqualification applied by the Securities and Exchange Commission, that causes her to be ineligible for public company management positions, as established in paragraph 2 of art. 147 of Law No. 6,404/76; (iii) to the best of my knowledge, she complies with the requirement of an unblemished reputation established by Paragraph 3 of Article 147 of Act No. 6404/1976; and (iv) does not occupy a position in a company that may be considered a competitor of the company, and does not have, nor represent, an interest that conflicts with that of the company, in accordance with clauses 1 and 11 of § 3 of Article 147 of Act No. 6,404/1976.
I also declare, under the penalties of the law, under the terms of art. 10 of ICVM 481/09 and pursuant to items 12.9 and 12.10 of the Reference Form included in Annex 24 of ICVM 552/14, that I do not have any marital relationship, steady union or kinship up to the 2nd degree with OI’s management members, its subsidiaries and its controlling shareholders, as well as, not having a subordination, service or control relationship, in the last three fiscal years, with a controlled company, indirect or direct controller, supplier, customer, OI’s debtors or creditors.
I declare, finally, that I am able to make those statements at the time of investiture.
Rio de Janeiro, April 16, 2019.
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/s/ Domenica Eisenstein Noronha |
DOMENICA EISENSTEIN NORONHA
Exhibit 10
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0I S.A. ITEMS 12.5 TO 12.10 OF THE REFERENCE FORM |
Candidate Appointed to the Fiscal Council (Alternate)
12.5 Registration data and work experience:
|
Name |
Date of Birth |
Age |
Occupation |
|
Domenica Eisenstein Noronha |
1/13/1977 |
42 |
Administrator |
|
CPF or Passport (PAS) |
Occupied Elective Position |
Election Date |
Investiture Date |
|
090.448.297-93 |
Fiscal Council (alternate) |
April 2019 |
April 2019 |
|
Term of Office |
Other Positions and Functions Held in the Company |
Appointment if Elected by the Controller | |
|
1 year |
Fiscal Council |
No | |
|
Indicate whether he/she is an Independent Member |
Number of Consecutive Mandates | ||
|
Yes |
01 | ||
|
Work Experience | |||
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Mrs. Domenica has a degree in Business Administration from Georgetown University, in Washington DC. She graduated magma cum laude, with focus in Finance, International Business and Economics. Certificates: CFA, CGA, CPA-20 and Series 7. Mrs. Domenica has 20 years of experience in the financial area. She has worked for 11 years at the Morgan Stanley Bank, first in New York in M&A operations for Latin American companies and then in São Paulo where, as Executive Director, she was responsible for the execution of equity and debt capital market transactions. Since 2010, she has been a partner in the management company Tempo Capital Gestão de Recursos Ltda. Her responsibilities include economic and financial analysis of the investments and investors relations. Mrs. Domenica has held the following positions in publicly traded companies: Member of the Audit Committee of Bradespar S.A. (Apr. 2018 – Apr. 2019, )Member of the Audit Committee of Light S.A. (Apr. 2018 – Apr. 2019), Member of the Fiscal Council of Oi S.A. (Apr. 2018 – Apr. 2019), Member of the Audit Committee of Fibria Celulose S.A. (Feb. 2017 – Jan. 2019), Member of the Audit Committee of Usinas Siderúrgica de Minas Gerais S.A. - Usiminas (Apr. 2015 – Apr. 2016 and Apr. 2017 – Apr. 2018),; Member of the Audit Committee of Embratel Participações S.A. (Apr. 2012 – Aug. 2014). | |||
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Statement of Convictions | |||
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Domenica Eisenstein Noronha has no criminal conviction, no conviction in a CVM administrative proceeding, and no final and unappealable conviction, whether judicial or administrative, which has suspended or disqualified her from the practice of professional or commercial activity. | |||
12.6 Percentage of Participation in Board Meetings in the last year, held by the respective body that occurred after taking office:
100%
12.7 Information mentioned in item 12.5 in relation to the members of the statutory committees, as well as the audit and risk committees, financial and compensation committees, even if such committees or structures are statutory:
Not applicable
12.8 Information regarding acting as a member of the statutory committees, as well as the audit, risk, financial and compensation committees:
Not applicable
12.9. Information regarding the existence of a marital relationship, stable union or kinship up to the third degree between:
a. the Company's managers
There is no relationship.
b. (i) managers of the Company and (ii) managers of the Company's direct or indirect subsidiaries
There is no relationship.
c. (i) managers of the Company or of its direct or indirect subsidiaries and (ii) direct or indirect controlling shareholders of the Company
There is no relationship.
d. (i) managers of the Company and (ii) managers of the direct and indirect controlling companies of the Company
There is no relationship.
12.10. Information on subordination, providing services or control relationships maintained in the last three fiscal years between the Company's managers
a. company directly or indirectly controlled by the Company
Not applicable, given that there are no subordination, service or control relationships between the appointed Fiscal Council Member or (other than those related to the exercise of the duties of their respective positions in the Company) the Company and the Company's controlling shareholders.
b. direct or indirect controlling shareholder of the Company
Not applicable, given that there are no subordination, service or control relationships between the appointed Fiscal Council Member or (other than those related to the exercise of the duties of their respective positions in the Company), the Company and the Company's controlling shareholders.
c. if it is relevant, supplier, client, debtor or creditor of the Company, its subsidiary or parent companies or subsidiaries of any of these persons
Not applicable, given that there are no subordination, service or control relationships between the appointed Fiscal Council Member or (other than those related to the exercise of their respective positions in the Company) the Company, its subsidiaries or controlling shareholders.
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/s/ Domenica Eisenstein Noronha |
Domenica Eisenstein Noronha
Exhibit 11
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0I S.A. ITEMS 12.5 TO 12.10 OF THE REFERENCE FORM |
Candidate Appointed to the Fiscal Council
12.5 Registration data and work experience:
|
Name |
Date of Birth |
Age |
Occupation |
|
Raphael Manhães Martins |
2/8/1983 |
36 |
Attorney-at-law |
|
CPF or Passport (PAS) |
Occupied Elective Position |
Election Date |
Investiture Date |
|
096.952.607-56 |
Fiscal Council |
April 2019 |
April 2019 |
|
Term of Office |
Other Positions and Functions Held in the Company |
Appointment if elected by the Controller |
|
|
1 year |
Not Applicable |
No |
|
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Indicate whether he/she is an Independent Member |
Number of Consecutive Mandates |
||
|
Yes |
Not Applicable |
||
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Work Experience |
|||
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Mr. Raphael is a lawyer and a partner at Faoro & Fucci (since 2010). Member of the Board of Directors (Official Member) of Eternit S/A, since 2015. Member of the Board of Directors (Official Member) of Light S/A, since 2018. Member of the Board of Directors (Official Member) of Condor S/A - Indústria Química, since 2017. Audit Committee Member (Official Member) of Vale S.A., since 2015. Audit Committee Member (Official Member) of Light S.A., from 2014 to 2018. Audit Committee Member (Official Member) of Embratel Participações S.A., in 2014. Former professor at UFRJ (2010) and UERJ (2007/2009). Member of the Brazilian Bar Association, the Rio de Janeiro Section. |
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Statement of Convictions |
|||
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Raphael Manhães Martins has no criminal conviction, no conviction in a CVM administrative proceeding, and no final and unappealable conviction, whether judicial or administrative, which has suspended or disqualified him from the practice of professional or commercial activity. |
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12.6 Percentage of Participation in Board Meetings in the last year, held by the respective body that occurred after taking office:
Not applicable
12.7 Information mentioned in item 12.5 in relation to the members of the statutory committees, as well as the audit and risk committees, financial and compensation committees, even if such committees or structures are statutory:
Not applicable
12.8 Information regarding acting as a member of the statutory committees, as well as the audit, risk, financial and compensation committees:
Not applicable
12.9. Information regarding the existence of a marital relationship, stable union or kinship up to the third degree between:
a. the Company's managers
There is no relationship.
b. (i) managers of the Company and (ii) managers of the Company's direct or indirect subsidiaries
There is no relationship.
c. (i) managers of the Company or of its direct or indirect subsidiaries and (ii) direct or indirect controlling shareholders of the Company
There is no relationship.
d. (i) managers of the Company and (ii) managers of the direct and indirect controlling companies of the Company
There is no relationship.
12.10. Information on subordination, providing services or control relationships maintained in the last three fiscal years between the Company's managers
a. company directly or indirectly controlled by the Company
Not applicable, given that there are no subordination, service or control relationships between the appointed Fiscal Council Member (other than those related to the exercise of the duties of their respective positions in the Company) the Company and the Company's controlling shareholders.
b. direct or indirect controlling shareholder of the Company
Not applicable, given that there are no subordination, service or control relationships between the appointed Fiscal Council Member (other than those related to the exercise of the duties of their respective positions in the Company) the Company and the Company's controlling shareholders.
c. if it is relevant, supplier, client, debtor or creditor of the Company, its subsidiary or parent companies or subsidiaries of any of these persons
Not applicable, given that there are no subordination, service or control relationships between the appointed Fiscal Council Member (other than those related to the exercise of their respective positions in the Company) the Company, its subsidiaries or controlling shareholders.
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/s/ Raphael Manhães Martins |
Raphael Manhães Martins
Exhibit 12
VOTE of RABO DE PEIXE TRANSPORTES, SERVIÇOS MARÍTIMOS E EMPREENDIMENTOS TURÍSTICOS LTDA., VIC DTVM S/A, VICTOR ADLER, ANTONIA CLIUCY PIRES CHAVES, ROSANE MORAES COUTINHO DE OLIVEIRA and EDUARDO PANTALEÃO BAUMEIER (the “Shareholders”) presented at the Annual General and Extraordinary Shareholders’ Meeting (“AGO/E”) of Oi S.A. - In Judicial Reorganization, held on April 26, 2019, at 11:00 a.m.
At the Annual General Meeting:
1. In relation to item (1), of the Agenda “To analyze the management accounts, examine, discuss and vote on the financial statements related to the fiscal year ended December 31, 2018,” the Shareholders ABSTAIN FROM VOTING.
2. In relation to item (2), of the Agenda “To deliberate on the allocation of the results of the fiscal year ended December 31, 2018”, the Shareholders ABSTAIN FROM VOTING.
3. In relation to item (3), of the Agenda “To establish the annual global amount of compensation for Management and members of the Company’s Fiscal Counci”, the Shareholders vote for REJECTION.
4. In relation to item (4) of the Agenda. “To elect the members of the Fiscal Council and their respective alternates.” the Shareholders vote for Raphael Manhães Martins, as member, and Domenica Eisenstein Noronha, as alternate.
At the Extraordinary General Meeting:
5. In relation to item (5) of the Agenda, “To deliberate about the amendment and consolidation of the Bylaws with the purpose of converting the Audit, Risk, and Control Committee into a Statutory Audit Committees and to assign its members all of the functions of an audit committee currently exercised by the Fiscal Council, in compliance with applicable U.S. regulations” Shareholders vote for REJECTION.
6. In relation to item (6), “To approve the Long-Term Incentive Plan based on the shares issued by the Company for Executives” of the Agenda, the Shareholders vote for REJECTION.
7. In relation to item (7) “To approve the Long-Term Incentive Plan based on shares issued by the Company for the members of the Board of Directors” of the Agenda, the Shareholders vote for REJECTION.
8. In relation to item (8) “To approve the Company’s Loss Replacement Policy, which provides the rules, limits and procedures applicable to the indemnity agreements to be entered into by the Company and its direct and indirect subsidiaries, and their Directors, Officers and employees covered by the Policy, duly supported by the template indemnity agreement to be entered into with each beneficiary” of the Agenda, the Shareholders vote for REJECTION.
9. In relation to item (9), “Ratification of all acts performed by the Company’s management in the scope of Judicial Reorganization” of the Agenda, the Shareholders ABSTAIN FROM VOTING.
RABO DE PEIXE TRANSPORTES, SERVIÇOS MARÍTIMOS E EMPREENDIMENTOS TURÍSTICOS LTDA. (CNPJ n° 07.278.425/0001-06)
VIC DTVM S.A. (CNPJ nº 14.388.516/0001-60)
VICTOR ADLER (CPF nº 203.840.097-00)
ANTONIA CLIUCY PIRES CHAVES (CPF no. 240.557.782-87)
ROSANE MORAES COUTINHO DE OLIVEIRA (CPF n° 358.729.007-59)
EDUARDO PANTALEÃO BAUMEIER (CPF nº 018.025.117-17)
p.p. Guilherme Panisset Barreto Bernardes
OAB/RJ n° 183.455
Page 2 of 2 of RABO DE PEIXE TRANSPORTES, SERVIÇOS MARÍTIMOS E EMPREENDIMENTOS TURÍSTICOS LTDA., VIC DTVM S/A, VICTOR ADLER. ANTONIA CLIUCY PIRES CHAVES, ROSANE MORAES COUTINHO DE OLIVEIRA and EDUARDO PANTALEÃO BAUMEIER presented to the chair of the Annual General and Extraordinary Shareholders’ Meeting (“AGO/E”) of Oi S.A. – In Judicial Reorganization, held on April 26, 2019, at 11 am.