CTT-Correios de Portugal

Board/Management Information • Apr 16, 2015

Announcement | Lisbon | 16 April 2015

Material fact disclosed by Oi

Portugal Telecom, SGPS S.A. hereby informs on the Material fact disclosed by Oi, S.A., according to the company's announcement attached hereto.

Portugal Telecom, SGPS, SA

Avenida Fontes Pereira de Melo, 40 1069-300 Lisbon Portugal

Public company Share capital Euro 26,895,375 Registered in the Commercial Registry Office of Lisbon and Corporation no. 503 215 058 Portugal Telecom is listed on the Euronext and New York Stock Exchange. Information may be accessed on the Reuters under the symbols PTC.LS and PT and on Bloomberg under the symbol PTC PL.

Luis Sousa de Macedo Investor Relations Director pt-ir@telecom.pt Tel.: +351 21 500 1701 Fax: +351 21 500 0800

www.ptsgps.pt

Oi S.A. Corporate Taxpayer's ID (CNPJ/MF): 76.535.764/0001-43 Company Registry (NIRE): 33.300.29520-8 Publicly-Held Company

NOTICE TO THE MARKET Nominees to the New Board of Directors of Oi Confirmed

Oi S.A. ("Oi" or the "Company" - Bovespa: OIBR3, OIBR4; NYSE: OIBR and OIBR.C) informs its shareholders and the market in general, that on this date, its controlling shareholder Telemar Participações S.A. ("TmarPart") disclosed the following Notice to the Market:

"Telemar Participações S.A. ("TmarPart") informs that it has received confirmation from the directors invited to become members of the new Board of Directors of Oi S.A. ("Oi") that will be elected at a general shareholders' meeting, to be duly held to deliberate, among other things, the adoption of the new bylaws of Oi, as disclosed on March 31, 2015.

The following are nominated to the new Board of Directors of Oi: José Mauro Mettrau Carneiro da Cunha, Sérgio Franklin Quintella, Fernando Marques dos Santos, Ricardo Malavazi Martins, Thomas Cornelius Azevedo Reichenheim, Rafael Luís Mora Funes, Francisco Cary, Vitor Gonçalves, Jorge Cardoso, Robin Bienenstock and Marten Pieters. Mr. José Mauro Mettrau Carneiro da Cunha will be nominated to be the Chairman of the new Board of Directors of Oi.

The mandate of the new Board of Directors will be until Oi's general shareholders' meeting that will approve the annual financial statements for the year ending on December 31, 2017."

Oi will keep its shareholders and the market in general informed of any relevant subsequent events related to the topics discussed in this Notice to the Market.

Rio de Janeiro, April 15, 2015.

Oi S.A.

Bayard De Paoli Gontijo Chief Executive Officer, Chief Financial Officer and Investor Relations Officer