PHAROL, SGPS, S.A.

Capital/Financing Update • Jun 22, 2016

Announcement | Lisbon | 22 June 2016

Notices to the Market disclosed by Oi

PHAROL, SGPS S.A. hereby informs on the Notices to the Market disclosed by Oi, S.A., about the Review of the Oi's Credit Rating by Fitch, Moody's and S&P, according to the company's announcements attached hereto.

PHAROL, SGPS S.A.

Public company

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

Luis Sousa de Macedo Investor Relations Director ir@pharol.pt Tel.: +351 212 697 698 Fax: +351 212 697 949

Oi S.A. Corporate Taxpayers' Registry (CNPJ/MF) No. 76.535.764/0001-43 Board of Trade (NIRE) No. 33.300.29520-8 Publicly-Held Company

NOTICE TO THE MARKET Fitch rating

Oi S.A. (BOVESPA: OIBR3, OIBR4; NYSE: OIBR.C, OIBR) (the "Company" or "Oi") discloses to its shareholders and the market in general that Fitch announced today its review of the credit rating attributed to the Company, downgrading long-term global and domestic scales of credit rating from C to D.

Rio de Janeiro, June 21 2016

Flavio Nicolay Guimarães Chief Financial Officer and Investor Relations Officer Oi S.A.

Oi S.A. Corporate Taxpayers' Registry (CNPJ/MF) No. 76.535.764/0001-43 Board of Trade (NIRE) No. 33.300.29520-8 Publicly-Held Company

NOTICE TO THE MARKET Moody's rating

Oi S.A. (BOVESPA: OIBR3, OIBR4; NYSE: OIBR.C, OIBR) (the "Company") discloses to its shareholders and the market in general that Moody's announced today its review of the credit rating attributed to the Company, downgrading the long-term global scale credit rating from Caa1 to C.

Rio de Janeiro, June 21 2016

Flavio Nicolay Guimarães Chief Financial Officer and Investor Relations Officer Oi S.A.

Oi S.A. Corporate Taxpayers' Registry (CNPJ/MF) No. 76.535.764/0001-43 Board of Trade (NIRE) No. 33.300.29520-8 Publicly-Held Company

NOTICE TO THE MARKET S&P rating

Oi S.A. (BOVESPA: OIBR3, OIBR4; NYSE: OIBR.C, OIBR) (the "Company" or "Oi") discloses to its shareholders and the market in general that Standard & Poor's announced today its review of the credit rating attributed to the Company, downgrading the long-term global scale credit rating from CCC- to D and the long-term domestic scale credit rating from brCCC- to D.

Rio de Janeiro, June 21 2016

Flavio Nicolay Guimarães Chief Financial Officer and Investor Relations Officer Oi S.A.