(Convenience translation into English from the original previously issued in Portuguese) OI S.A. (Under Court-Ordered Reorganization) Independent auditor’s report Individual and consolidated financial statements As at December 31, 2019 EO/GP/RV/PC/WC/TMS 1212/20 OI S.A. (Under Court-Ordered Reorganization) Individual and consolidated financial statements As at December 31, 2019 Contents Management report Independent auditor’s report on the individual and consolidated financial statements Individual and consolidated statements of financial position Individual and consolidated statements of operations Individual and consolidated statements of comprehensive income (loss) Individual and consolidated statements of changes in equity Individual and consolidated statements of cash flows Individual and consolidated statements of value added Notes to the individual and consolidated financial statements 2 2019 Oi SA – Under Judicial Reorganization Management Report 1 – Message to the Shareholders The Strategic Plan, announced in July 2019, aims at ending 2021 with 16 million homes passed (FTTH). With this initiative, we strengthen and position ourselves as an infrastructure service provider and solutions integrator to facilitate the adoption of 5G technology, not yet regulated in Brazil, and other digital solutions such as the Internet of Things (IoT). We are firmly proceeding with the implementation of the Strategic Plan and confident that we will be able to make all the investments planned for 2020. In 2019 Oi S.A. – Under Judicial Reorganization (“we”, “us”, “our” or “Oi”) kept working in several structuring fronts and deepened its efforts to develop improve our performance. We continued to be focused on improving quality, digital transformation, cost control, cash management, and accelerating our investments in Fiber by aiming efforts at our business recovery and upgrading our network. In addition, we have kept meeting all our commitments provide for in the Judicial Reorganization Plan (“JRP” or “Plan”), approved in December 2017. We continued to consistently improve our quality indicators, such as the decrease of in the number complaints filed with the National Telecommunications Agency (“ANATEL”) and the number of lawsuits filed with small-claims courts. Using digitalization, we kept improving our internal processes and enhancing the customer’s experience. We launched innovative products that improve user experience, with unique features added to our mobile and Pay TV products. Offers with more data, content, autonomy, and transparency. In 2019, our restructuring and service repositioning was expanded using the funds available after the completion of the R$4 billion capital increase, provided for in the Judicial Reorganization Plan. The funds were used in strategic fronts such as fiber optics and 4.5G network. The incremental investment was aimed at expanding high-speed broadband and mobile coverage. We end the year with approximately 4.6 million homes passed (FTTH) and 675,000 connected homes. From December 2019 to January 2020, several liquidity events were completed, including: The issue of Debentures by Oi Móvel, the sale of properties, the announcement of the distribution of the surplus for the PBS-A plan (SISTEL), and the transfer of all the shares issued by the Portuguese holding company PT Ventures (Unitel). In light of these liquidity events, in February ANATEL suspended the special monitoring carried out on the basis of Court Ruling No. 226 of May 3, 2019. We are closely monitoring the impacts of the new Coronavirus (COVID-19) on the global economy and capital markets. In addition to the basic humanitarian and health issues of the world's population, the spread of COVID-19 translates into a continuous increase in the risks of a global economic recession, which has led to a depreciation of the local currency and a collapse of stock exchanges and other financial markets around the world. Oi has taken actions at several levels to ensure the connectivity and quality of information and communication services offered to society. All the actions are being reassessed on a daily basis by an Oi multidisciplinary monitoring committee and are aligned with those of other industry companies and the industry regulatory agency, in a far-reaching integrated action. With regard to operations, so far we have not identified material impacts from COVID-19. The Company is taking all the preventive measures to protect its technical teams and orienting the professionals regarding hygiene procedures, including in the activities carried when visiting customers, according to sanitary authorities’ recommendations. 3 The evolution of the outbreak continues, making it difficult to predict the extent of its effects on the global economy and, consequently, on the Company's business.Against this backdrop, we keep assessing the impacts of the outbreak on our operations and financial position. As always, we are ready to cooperate with the mitigation of the impacts of this crisis and focused on the needs of our customers, staff, and society as a whole. For further information, see Note 33 – Events After the End of the Reporting Period, in our Financial Statements. 2 – Economic Scenario Domestic scenario 2019 was the first of the new administration. Marked by controversies on some areas, it managed to make some progress in the economic sphere, in particular with the Reform of Social Security. After the pro-reform compact between the Executive, Legislative and Judiciary branches in May, the approval of the final text evolved more rapidly in the parliament committees and the House and the final text was approved by the Senate in October, with savings expected to reach R$750 billion over 10 years. The post-pension reform agenda introduced some microeconomic reforms (Severance pay fund (FGTS), for example), even though without any significant impacts on the economic recovery. Economic activity is following a gradual growth process. The 2019 GDP was up 1.1%, in line with previous years. The progress and setbacks in the approval and impacts of the Pension Reform during the first half of the year, as well as the trade tensions between the United States and China, drove the volatility of the exchange rate scenario throughout the year. After reaching absolute minimums of R$3.6519 at the end of January, the US dollar reached a new high of R$4.1056 in May, remained stable until July, when it the Brazilian real resumed its depreciation process. The year's record high was posted in November, at US$1.00=R$4.2602, and the yearend quotation R$4.0307 represented a depreciation of 4.02% in 2019. On the other hand, exchange volatility had no impact on the economy's prices, which remained under control throughout the year. Inflation as measured by the Broad National Consumer Price Index (IPCA) closed the year at 4.31%, slightly above the mid inflation target of the 4.25% due to one-off pressures in the meat segment. Anchored inflation expectations, coupled with a slow recovery in economic activity, were the basis for the Brazilian Central Bank's continued interest rate cuts by the Central Bank of Brazil. After closing 2018 at 6.5%, the Monetary Policy Committee (COPOM) cut its policy rate (SELIC) by 200bps in 2019, which closed the year at 4.5%. International scenario As part of the risk balancing with the expected scenario, the foreign scenario remained a key component, mainly due to the potential unfavorable impact of trade tensions between the United States and China, which the world's central banks sought to fight with a coordinated monetary easing policy. After more than a decade, the Federal Reserve cut rates again and the European Central Bank promoted interest rate reductions, which were already negative. 4 Other events marked the international economy in 2019, such as the approach of the decision-making moment regarding Brexit, the political crisis in Italy, and the attacks to oil platforms in Saudi Arabia and the escalation of the conflict with Iran, also contributed to the increase of uncertainty in the year, with the main consequence of a reduction in investment on a global scale. Expectations for 2020 It is expected that 2020 will be an even more troubled than 2019, in the wake of the events that began with the rapid growth of coronavirus cases outside China, generating increased risk aversion, sharp deterioration in markets and the risk of global recession in the face of the effects of a pandemic. Coordinated actions by world governments and central banks to mitigate the economic impacts of this crisis may contribute to a reduction in stress in the markets. In Brazil, the market is also focused on the possible adoption of emergency measures to fight the negative impacts of the coronavirus on some economy sectors, especially the services industry. The Central Bank has also signaled that further interest rate cuts may occur. The continuity of the reform agenda is also seen as a key response to the crisis. As regard the GDP, the repercussions on the impacts of the new virus weigh on the Brazilian economy's growth projections, with analysts reducing their projections, previously above 2.0% in 2020. In short, the risks remain high and it is key to take coordinated actions by governments to mitigate the impacts of this epidemic on the world economy. 3 - The Telecommunications Industry in Brazil in 2019 According to ANATEL, at the end of December 2019 total accesses to telecommunications services in Brazil reached 308.5 million, consisting of 33.4 million fixed lines in service, 226.7 million mobile users, 32.6 million broadband Internet accesses (Multimedia Communication Service, or SCM), and 15.8 million Pay TV subscribers. The 2.5% drop, which corresponds to 7.0 million less accesses compared to 2018, was mainly driven by the significant churning of 12.5 million accesses in the prepaid mobility segment due to the continual drop of interconnection tariffs and the growth of the use of applications such as WhatsApp, which reduced the incentives for customers to use multiple SIM cards.