THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER. PORTUGAL TELECOM INTERNATIONAL FINANCE B.V. (the Issuer) IMPORTANT NOTICE to the holders (the Noteholders) of those of the outstanding 600,000,000 5.625 per cent. Notes due 2016 (ISIN: XS0587805457) 500,000,000 4.375 per cent. Notes due 2017 (ISIN: XS0215828913) 250,000,000 5.242 per cent. Notes due 2017 (ISIN: XS0441479804) 750,000,000 5.875 per cent. Notes due 2018 (ISIN: XS0843939918) 750,000,000 5.00 per cent. Notes due 2019 (ISIN: XS0462994343) 1,000,000,000 4.625 per cent. Notes due 2020 (ISIN: XS0927581842) 500,000,000 4.5 per cent. Notes due 2025 (ISIN: XS0221854200) (together, the Wholesale Notes) and 400,000,000 6.25 per cent. Notes due 2016 (ISIN: PTPTCYOM0008) (the Retail Notes and, together with the Wholesale Notes, the Notes) issued by the Issuer under its 7,500,000,000 Euro Medium Term Note Programme and guaranteed by OI S.A. (the Guarantor) Reference is made to (i) the Trust Deed dated 17 December 1998 (as amended and/or supplemented and/or restated from time to time in relation to the Notes) (the Trust Deed) and constituting the Notes and (ii) the Trustee s notice to the Noteholders dated 29 April 2016 (the Prior Notice). Capitalised terms not defined herein shall have the meanings given to them in the Trust Deed or the Prior Notice, as the case may be. This notice is given by Citicorp Trustee Company Limited in its capacity as trustee for the Noteholders (the Trustee). NOTICE IS HEREBY GIVEN to the Noteholders that, on 29 April 2016, the Trustee sent a letter to the Issuer and the Guarantor requiring them to remedy the Issuer s and the Guarantor s breaches of Clauses 14(iii), 14(v) and 14(vi) of the Trust Deed (the Breaches) which (as described in the Prior Notice) had caused the occurrence of a Potential Event of Default under Condition 10(a)(ii) of the Terms and Conditions of the Wholesale Notes. 0018246-0000853 ICM:24231942.2 1
Pursuant to the terms of Condition 10(a)(ii), if any of the Breaches continues for a period of 30 days next following the service by the Trustee on the Issuer and the Guarantor of notice requiring the same to be remedied, the Trustee must consider whether the breaches (and the Potential Event of Default arising from them) are, in its opinion, materially prejudicial to the interests of the holders of the Wholesale Notes. If the Trustee considers that they are, and certifies accordingly to the Issuer and the Guarantor, an Event of Default will occur in respect of the Wholesale Notes. If an Event of Default occurs, the Trustee would be entitled to declare the Wholesale Notes immediately due and repayable. Upon any declaration being made by the Trustee that the Wholesale Notes are due and repayable, the Wholesale Notes will immediately become due and repayable at their Early Redemption Amount, together with accrued interest as provided in the Trust Deed. Pursuant to the Trust Deed, the Trustee is not obliged to exercise its discretion to declare any Notes immediately due and repayable or to take any other action to enforce the rights of the Noteholders unless it shall have been directed or requested to do so (i) by an Extraordinary Resolution of the Noteholders or (ii) in writing by the holders of at least one-quarter in nominal amount of the Notes then outstanding and in either case then only if it shall have been indemnified or secured to its satisfaction against all liabilities, proceedings, claims, and demands to which it may become liable and all costs, charges and expenses which may be incurred by it. The Trustee will continue to provide any further relevant information to Noteholders. Noteholders with queries concerning the content of this notice, or wishing to identify themselves to the Trustee to discuss these matters, should contact the Trustee using the details set out below: Address: Citicorp Trustee Company Limited, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB United Kingdom Attn: Andrew McIntosh Facsimile: +44 (0)20 7500 5857 Email: restructuringgroup@citi.com The above communication is made without prejudice to any and all of the Trustee's rights under the Terms and Conditions of the Notes and the relevant transaction documents (including but not limited to the Trust Deed), all of which are expressly reserved. This notice has been provided to Noteholders for information only and the Trustee makes no representation as to the accuracy or completeness thereof and cannot accept any liability for any loss caused by any inaccuracy therein. The Trustee expresses no opinion as to any action Noteholders should take in relation to the above. The Trustee makes no recommendations and gives no investment advice herein or as to the Notes generally. Noteholders should take and rely on their own legal, financial and/or other professional advice and may not rely on advice provided to the Trustee, statements as to the legal position included in notices relating to the Notes issued by the Trustee or otherwise or the views of the Trustee expressed herein or otherwise. Citicorp Trustee Company Limited 4 May 2016 0018246-0000853 ICM:24231942.2 2
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER. PORTUGAL TELECOM INTERNATIONAL FINANCE B.V. (the Issuer) IMPORTANT NOTICE to the holders (the Noteholders) of those of the outstanding 600,000,000 5.625 per cent. Notes due 2016 (ISIN: XS0587805457) 500,000,000 4.375 per cent. Notes due 2017 (ISIN: XS0215828913) 250,000,000 5.242 per cent. Notes due 2017 (ISIN: XS0441479804) 750,000,000 5.875 per cent. Notes due 2018 (ISIN: XS0843939918) 750,000,000 5.00 per cent. Notes due 2019 (ISIN: XS0462994343) 1,000,000,000 4.625 per cent. Notes due 2020 (ISIN: XS0927581842) 500,000,000 4.5 per cent. Notes due 2025 (ISIN: XS0221854200) (together, the Wholesale Notes) and 400,000,000 6.25 per cent. Notes due 2016 (ISIN: PTPTCYOM0008) (the Retail Notes and, together with the Wholesale Notes, the Notes) issued by the Issuer under its 7,500,000,000 Euro Medium Term Note Programme and guaranteed by OI S.A. (the Guarantor) Reference is made to the Trust Deed dated 17 December 1998 (as amended and/or supplemented and/or restated from time to time in relation to the Notes) (the Trust Deed) and constituting the Notes. Capitalised terms not defined herein shall have the meanings given to them in the Trust Deed. This notice is given by Citicorp Trustee Company Limited in its capacity as trustee for the Noteholders (the Trustee). NOTICE IS HEREBY GIVEN to the Noteholders that, on 28 April 2016, the Issuer notified the Trustee that a Potential Event of Default has occurred pursuant to Condition 10(a)(ii) of the Terms and Conditions of the Wholesale Notes by reason of the Issuer s and the Guarantor s breach of Clauses 14(iii), 14(v) and 14(vi) of the Trust Deed. 0018246-0000853 ICM:24211573.3 1
The breaches by the Issuer and Guarantor were identified as follows: (i) (ii) (iii) Clause 14(iii) of the Trust Deed. Despite its best efforts, the Issuer was not able to cause to be prepared and certified by its Auditors accounts in such form as would comply with all relevant legal and accounting requirements and the requirements of the London Stock Exchange for the financial year ended 31 December 2014. Pursuant to such legal requirements and the requirements of the London Stock Exchange, the audited accounts were required to be filed with (A) the London Stock Exchange by 30 June 2015, and (B) the Dutch Chamber of Commerce by 31 January 2016. Clause 14(v) of the Trust Deed. The Issuer was required but did not send to the Trustee two copies in English of the balance sheet and profit and loss account for the year ended 31 December 2014 as soon as practicable after the issue or publication thereof. Clause 14(vi) of the Trust Deed. The Issuer was required but did not notify the Trustee of the breach of covenant referred to in paragraphs (i) and (ii) above. In its notification to the Trustee, the Issuer set out the following background information: (a) (b) (c) The Issuer has been unable to comply with the covenant indicated in paragraph (i) above due to the Issuer s auditors, BDO Audit & Assurance B.V. (BDO) not completing the audit of the Issuer s annual accounts for the financial year ended 31 December 2014 nor providing the Issuer with the requisite signed audit report prior to the filing deadlines indicated above. The Issuer has attempted to minimise the impact on the Noteholders of the delay in BDO providing the signed audit report by filing draft accounts, which had been reviewed and approved by the Issuer s board of directors, with the Dutch Chamber of Commerce on 29 January 2016. The Guarantor is an SEC registrant and all information relating to the consolidated Oi group is filed regularly to comply with its SEC disclosure requirements. The Trustee is investigating this matter urgently and will provide any further relevant information to Noteholders in due course. Noteholders with queries concerning the content of this notice should contact the Trustee using the details set out below: Address: Citicorp Trustee Company Limited, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB United Kingdom Attn: Andrew McIntosh Facsimile: +44 (0)20 7500 5857 Email: restructuringgroup@citi.com The above communication is made without prejudice to any and all of the Trustee's rights under the Terms and Conditions of the Notes and the relevant transaction documents (including but not limited to the Trust Deed), all of which are expressly reserved. This notice has been provided to Noteholders for information only and the Trustee makes no representation as to the accuracy or completeness thereof and cannot accept any liability for any loss caused by any inaccuracy therein. The Trustee expresses no opinion as to any action Noteholders should take in relation to the above. The Trustee makes no recommendations and gives no investment advice 0018246-0000853 ICM:24211573.3 2
herein or as to the Notes generally. Noteholders should take and rely on their own legal, financial and/or other professional advice and may not rely on advice provided to the Trustee, statements as to the legal position included in notices relating to the Notes issued by the Trustee or otherwise or the views of the Trustee expressed herein or otherwise. Citicorp Trustee Company Limited 29 April 2016 0018246-0000853 ICM:24211573.3 3