PHAROL, SGPS, S.A.

Pre-Annual General Meeting Information • Sep 7, 2016

Announcement | Lisbon | 7 September 2016

Notice to the Market disclosed by Oi

PHAROL, SGPS S.A. hereby informs on the Notice to the Market disclosed by Oi, S.A., according to the company's announcement attached hereto.

PHAROL, SGPS S.A.

Public company Share capital Euro26,895,375 Registered in theCommercial Registry Office ofLisbon and Corporation no. 503 215058 PHAROL is listed on the Euronext (PHR). Information may be accessed onBloomberg under the symbol PHRPL.

Luis Sousa de Macedo Investor Relations Director ir@pharol.pt Tel.: +351 212 697698 Fax: +351 212 697949

Oi S.A. – In Judicial Reorganization Corporate Taxpayers' Registry (CNPJ/MF) No. 76.535.764/0001-43 Board of Trade (NIRE) No. 33.3.0029520-8 Publicly-Held Company

NOTICE TO SHAREHOLDERS

Requests for the Adoption of Cumulative Voting

Notwithstanding the content of the Material Fact disclosed on this date regarding the upholding of the suspension of the September 8, 2016 Extraordinary General Shareholders' Meetings, Oi S.A. – In Judicial Reorganization (the "Company"), pursuant to Article 30, item XXXIV of CVM Instruction No. 480/09, communicates that, on this date, it received the following requests for the adoption of cumulative voting, pursuant to Article 141 of Law No. 6,404/76:

(i) from shareholder Bratel B.V., holder of 27.49% of the Company's voting shares, a request for the adoption of cumulative voting with respect to item 4 of the Agenda of the Extraordinary General Shareholders' Meeting called by shareholder Société Mondiale Fundo de Investimento em Ações to be held on September 8, 2016 at 2 p.m. (the "First Meeting"), and with respect to item (4) of the Agenda of the Extraordinary General Shareholders' Meeting called by shareholder Société Mondiale Fundo de Investimento em Ações to be held on September 8, 2016 at 4 p.m.; and

(ii) from shareholder BNDES Participações S.A. – BNDESPAR, representing 5.7% of the Company's voting shares, a request for the adoption of cumulative voting with respect to the election of members to the Company's Board of Directors in the First Meeting.

Rio de Janeiro, September 6, 2016.

Oi S.A. – In Judicial Reorganization Flavio Nicolay Guimarães Chief Financial Officer and Investor Relations Officer