Oi S.A. - In Judicial Reorganization
Corporate Taxpayer Registry (CNPJ/ME) No. 76.535.764/0001-43
Board of Trade - NIRE 3330029520-8
Publicly-held Company
Esteemed Shareholders,
Oi S.A. - In Judicial Reorganization ("Company"), pursuant to CVM Resolution No. 81/22 ("RCVM 81/22") discloses to its shareholders and the market in general the consolidated voting chart for the remote voting bulletin for the purpose of exercising voting rights at the Company's Annual and Extraordinary General Meeting to be held on April 29, 2024 at 03:00 p.m., exclusively digitally ("AEGM").
The Company clarifies that the exercise of such voting right via the completion and delivery of a remote voting bulletin does not prohibit attendance at the AEGM and exercise of the vote via digital platform by the Shareholders, who have applied for Accreditation within the term and in the form indicated in the Participation Manual and Management Proposal, in which case the AEGM Board will disregard the remote voting instruction, pursuant to Article 48, paragraph 5, item II of RCVM 81/22.
The Company emphasizes that it will carry out verification of the shareholding position as is customarily conducted for its General Shareholders' Meetings to confirm the shareholding positions of the shareholders that choose to exercise their vote by completing and delivering a remote voting bulletin, taking into account, for the purpose of computation of such votes, the most recent position of each shareholder as available to the Company (or, if not unavailable, the shareholding position as provided by the depositary agent of the Company's shares, pursuant to Article 45, item II, section "a" of RCVM 81/22).
The Company also warns that the information contained in the consolidated summary voting chart published in accordance with the provisions of Article 48, third paragraph, of RCVM 81/22, does not represent the results of the votes with respect to the matters that will be submitted for deliberation at the AEGM, according to the Call Notice published on March 28, 2024, considering that such summary voting chart comprises only the votes cast by remote voting and does not include votes to be cast via digital platform at the Meeting, including by The Bank of New York Mellon, the depositary financial institution of American Depositary Receipts ("ADRs"), through its representative in Brazil, pursuant to the Deposit Agreement signed with Company, and in accordance with the voting guidelines contained in the proxies sent by the holders of the ADRs.
Rio de Janeiro, April 26, 2024.
Oi S.A. - In Judicial Reorganization
Cristiane Barretto Sales
Chief Financial Officer and Investor Relations Officer
Consolidated Voting Chart
Annual and Extraordinary General Meeting - April 29, 2024 at 03:00 p.m.
Items of the Distance Voting | Description of Deliberation | Voting Position | Total Number of Shares | |
Ballot: | (ON + PN) | |||
At the Annual General Meeting: | ||||
Analysis of management accounts, examine, discuss and vote on | Approve | 205.700 | ||
Item 1 | the financial statements for the fiscal year ended on decemeber | Reject | 146.532 | |
31, 2023. | Abstain | 2.545.068 | ||
Discuss the allocation of net income for the fiscal year ended on | Approve | 206.632 | ||
Item 2 | Reject | 145.600 | ||
December 31, 2023. | ||||
Abstain | 2.545.068 | |||
Define the amount of overall annual compensation for Company | Approve | 5.700 | ||
Item 3 | management for the 2024 fiscal year. | Reject | 1.896.532 | |
Abstain | 995.068 | |||
Elect members of Fiscal Council and their respective alternates | Approve | 6.632 | ||
Nomination of all nominees that integrate the slate - Management | ||||
Reject | 345.600 | |||
Proposal | ||||
Item 4 | Slate of candidates proposed by the Management | 2.545.068 | ||
Alvaro Bandeira / Wiliam da Cruz Leal | Abstain | |||
Daniela Maluf Pfeiffer / Marco Antonio Mayer Foletto | ||||
In case one of the running candidates fails to integrate the slate, | Yes | 5.700 | ||
Item 5 | in order to enable the separate election as referred in articles 161, | No | 346.532 | |
paragraph 4, and 240 of Law No. 6,404, of 1976, should the votes | Abstain | 2.545.068 | ||
corresponding to your shares still be casted to the chosen slate? | ||||
Separate election of the fiscal council - Preferred shares* | Approve | 1.640.000** | |
Nomination of candidates for the fiscal council by shareholders | Reject | 0 | |
7.410 | |||
with non-voting or restricted voting rights preferred shares, Victor | |||
Item 6 | |||
Adler e Vic DTVM S.A. | Abstain | ||
Cristiane do Amaral Mendonça / Eduardo Ramos da Silva | |||
Define the compensation for the Fiscal Council members for the | Approve | 6.632 | |
Item 7 | 2024 fiscal year. | Reject | 145.600 |
Abstain | 2.745.068 | ||
At the Extraordinary General Meeting: | |||
Approval of the proposal of reverse split of all common and | Approve | 932 | |
Item 1 | preferred shares issued by the Company, both in the proportion of | Reject | 2.896.368 |
10 shares of each type to 1 share of the same type ("Reverse Split"). | Abstain | 0 | |
Approval of the amendment to Article 5 of the Company's Bylaws | Approve | 6.632 | |
Item 2 | Reject | 2.689.368 | |
to reflect the Reverse Split. | |||
Abstain | 201.300 | ||
Ratification of the appointment and engagement of the | Approve | 656.400 | |
specialized company Meden Consultoria Empresarial Ltda. | |||
("Meden") as the company responsible for preparing the appraisal | |||
reports, at book value, of the net equity of Oi Serviços Financeiros | Reject | 150.500 | |
Item 3 | S.A. ("Oi Serviços Financeiros") and of Pointer Networks S.A. | ||
("Pointer" and, whenever jointly with Oi Serviços Financeiros, all | |||
companies 100% controlled, directly, by the Company, named | 2.090.400 | ||
"Merged Companies"), to be merged with and into the Company's | Abstain | ||
shareholders' equity (jointly, the "Appraisal Reports"). | |||
Item 4 | Approval of the Appraisal Reports prepared by Meden, for purposes | Approve | 656.400 |
of merging the Merged Companies with and into the Company. | Reject | 150.500 | |
Abstain | 2.090.400 | |||
Approval of the Protocols and Justification for the Merger of Oi | Approve | 803.700 | ||
Serviços Financeiros ("Oi Serviços Financeiros Protocol") and of | ||||
Reject | 150.500 | |||
Item 5 | Pointer ("Pointer | Protocol"), including all attachments (jointly, | ||
"Protocols and Justification of Merger"), which establishes the | ||||
Abstain | 1.943.100 | |||
terms and conditions of the merger of the Merged Companies. | ||||
Approval of the proposed mergers of Oi Serviços Financeiros and | Approve | 857.700 | ||
Pointer with and into the Company, pursuant to the provisions of | ||||
Reject | 150.500 | |||
Item 6 | the Oi Serviços | Financeiros Protocol ("Oi Serviços Financeiros | ||
Merger") and of | the Pointer Protocol ("Pointer Merger" and, | |||
Abstain | 1.889.100 | |||
whenever jointly with Oi Serviços Financeiros Merger, "Mergers"). | ||||
Approve | 703.700 | |||
Authorization for the Company's management to practice all acts | ||||
Item 7 | Reject | 150.500 | ||
necessary to effect all the deliberations herein taken. | ||||
Abstain | 2.043.100 |
- only shareholders holding preferred shares are entitled to vote on this item. **only preferred shares.
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Oi SA em Recuperação Judicial published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 23:22:23 UTC.