SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

Oi S.A.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

670851 104**

(CUSIP Number)

Luís Manuel da Costa de Sousa de Macedo, General Secretary

Portugal Telecom, SGPS, S.A.

Avenida Fontes Pereira de Melo, 40

1069-300 Lisboa, Portugal

+351-21-500-1701

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 30, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

** The CUSIP number is for the American Depositary Shares relating to the Common Shares. No CUSIP number exists for the underlying Common Shares, since such shares are not traded in the United States.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13D

CUSIP No.   670851 104
	1.	Name of Reporting Person I.R.S. Identification No. Portugal Telecom, SGPS, S.A.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Portuguese Republic
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 108,217,192(1)
			8.	Shared Voting Power 29,054,978(2)
			9.	Sole Dispositive Power 108,217,192(1)
			10.	Shared Dispositive Power 29,054,978(2)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 137,272,170(2)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row (11) 49.43%(2)
	14.	Type of Reporting Person CO

(1)  Includes (a) 57,145,521 Common Shares of Oi S.A. held directly by Portugal Telecom, SGPS, S.A., (b) 3,636,799 Common Shares held by Bratel Brasil S.A., one of the other Reporting Persons and a subsidiary of Portugal Telecom, SGPS, S.A., and (c) 47,434,872 Common Shares with respect to which Portugal Telecom has a call option, as described in Item 4 of this Statement on Schedule 13D.

(2)  Includes the aggregate number of Common Shares of Oi S.A. with respect to which the Reporting Person may be deemed to share voting and dispositive power pursuant to the shareholders’ agreements described in Item 6 of this Statement on Schedule 13D.  The percentage reported in Row (13) assumes that all the Common Shares subject to Portugal Telecom’s call option are outstanding, although the Common Shares subject to the call option are expected to be held in treasury by Oi S.A. and its subsidiaries until the earlier of the exercise or expiration of the call option.

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Schedule 13D

CUSIP No.   670851 104
	1.	Name of Reporting Person I.R.S. Identification No. Bratel B.V.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Kingdom of the Netherlands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 3,636,799(1)
			8.	Shared Voting Power 29,054,978(2)
			9.	Sole Dispositive Power 3,636,799(1)
			10.	Shared Dispositive Power 29,054,978(2)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 32,691,777(2)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row (11) 11.77%(2)
	14.	Type of Reporting Person CO

(1)  Represents Common Shares held by Bratel Brasil S.A., one of the other Reporting Persons and a subsidiary of Bratel B.V.

(2)  Includes the aggregate number of Common Shares of Oi S.A. with respect to which the Reporting Person may be deemed to share voting and dispositive power pursuant to the shareholders’ agreements described in Item 6 of this Statement on Schedule 13D.  The percentage reported in Row (13) assumes that all the Common Shares subject to Portugal Telecom’s call option are outstanding, although the Common Shares subject to the call option are expected to be held in treasury by Oi S.A. and its subsidiaries until the earlier of the exercise or expiration of the call option.

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Schedule 13D

CUSIP No.   670851 104
	1.	Name of Reporting Person I.R.S. Identification No. Bratel Brasil S.A.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Federative Republic of Brazil
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 3,636,799
			8.	Shared Voting Power 29,054,978(1)
			9.	Sole Dispositive Power 3,636,799
			10.	Shared Dispositive Power 29,054,978(1)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 32,691,777(1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row (11) 11.77%(1)
	14.	Type of Reporting Person CO

(1) Includes the aggregate number of Common Shares of Oi S.A. with respect to which the Reporting Person may be deemed to share voting and dispositive power pursuant to the shareholders’ agreements described in Item 6 of this Statement on Schedule 13D.  The percentage reported in Row (13) assumes that all the Common Shares subject to Portugal Telecom’s call option are outstanding, although the Common Shares subject to the call option are expected to be held in treasury by Oi S.A. and its subsidiaries until the earlier of the exercise or expiration of the call option.

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Schedule 13D

Preliminary Statement

This Amendment No. 6 (this “Amendment”) amends the Statement on Schedule 13D, filed on June 13, 2012 (the “Original Schedule 13D”), by the entities identified on the cover pages of this Schedule 13D (collectively, the “Reporting Persons”), as amended by Amendment No. 1 filed on October 8, 2013 (“Amendment No. 1”), Amendment No. 2 filed on February 27, 2014 (“Amendment No. 2”), Amendment No. 3 filed on May 14, 2014 (“Amendment No. 3”), Amendment No. 4 filed on July 28, 2014 (“Amendment No. 4”) and Amendment No. 5 filed on September 17, 2014 (“Amendment No. 5”; the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 and as further amended by this Amendment, this “Statement”), by the Reporting Persons.  Except as otherwise specified in this Amendment, all previous Items are unchanged.  Capitalized terms used herein which are not defined herein have the meanings given to them in the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and/or Amendment No. 5 (as applicable).

On October 1, 2013, Portugal Telecom, SGPS, S.A. (“Portugal Telecom”) entered into a Memorandum of Understanding (“MOU”) with Oi S.A. (“Oi” or the “Issuer”), AG Telecom Participações S.A. (“AG Telecom”), LF Tel. S.A. (“LF Tel”), Pasa Participações S.A. (“Pasa”), EDSP75 Participações S.A. (“EDSP75”), Bratel Brasil S.A. (“Bratel Brasil” and, together with AG Telecom, LF Tel, Pasa, EDSP75 and Telemar Participações S.A. (“TmarPart” or “CorpCo”), the “Oi Holding Companies”), Avistar, SGPS, S.A., a shareholder of Portugal Telecom and an affiliate of Banco Espírito Santo, S.A. (“BES”), and Nivalis Holding B.V., a shareholder of Portugal Telecom and an affiliate of RS Holding, SGPS, S.A. (“Nivalis”), with respect to a proposed combination (the “Business Combination”) of the businesses of Portugal Telecom, Oi and the Oi Holding Companies into TmarPart.  Portugal Telecom and Oi announced the Business Combination on October 2, 2013.  Pursuant to the Business Combination, among other things, Oi has become the owner of the PT Assets (as defined below).  Under the original structure for the Business Combination contemplated by the MOU, Oi was expected to become a wholly owned subsidiary of TmarPart through the merger of shares (incorporação de ações) of Oi with TmarPart (the “Merger of Shares”), and Portugal Telecom was expected to merge with and into TmarPart with TmarPart as the surviving company (the “Portugal Telecom Merger”).

As previously reported in Amendment No. 3, on May 5, 2014, Oi completed the Oi Capital Increase (as defined in Amendment No. 1), pursuant to which, among other things, Oi issued Common Shares and Preferred Shares to Portugal Telecom in exchange for the transfer by Portugal Telecom to Oi of all of the shares of PT Portugal, SGPS, S.A. (“PT Portugal”), which, at the time of the transfer, owned the PT Assets (as defined in Amendment No. 3).

As previously reported in Amendment No. 4, the PT Assets included all of the shares of PT Portugal and Portugal Telecom International Finance B.V. (“PTIF” and, together with PT Portugal, the “Oi Subsidiaries”), which held certain short-term investments (the “Rioforte Investments”) issued by Rio Forte Investments S.A. (“Rioforte”).  The Rioforte Investments, in the aggregate amount of €897 million, matured on July 15 and 17, 2014 and were not repaid by Rioforte.  On July 15, 2014, Portugal Telecom and Oi entered into a new memorandum of understanding (the “Second MOU”) with respect to the Rioforte Investments and the Business

5

Schedule 13D

Combination that was described in Amendment No. 4.  The Second MOU provided that its terms would be implemented through definitive agreements (the “Definitive Agreements”) to be agreed among the parties, including agreements with respect to the Exchange and the Call Option described in Amendment No. 4.

As previously reported in Amendment No. 5, on September 8, 2014, an extraordinary general shareholders’ meeting of the shareholders of Portugal Telecom approved the execution by Portugal Telecom of the Definitive Agreements, including the Exchange Agreement, and Other Covenants (the “Exchange Agreement”) and the Call Option Agreement, and Other Covenants (the “Call Option Agreement”), based on the terms of the Exchange Agreement and Call Option Agreement agreed by the parties thereto (with execution subject to approval by the shareholders of Portugal Telecom and other conditions) on July 28, 2014.  The Definitive Agreements were executed on September 8, 2014.

The Exchange was consummated on March 30, 2015, pursuant to which (1) Portugal Telecom deposited the Restricted Shares (as defined below) with the Depositary and instructed the Depositary to register the transfer of the Restricted ADSs (as defined below) to PTIF and (2) PTIF transferred to Portugal Telecom the Rioforte Investments in the aggregate principal amount of €897 million in exchange for the Restricted Shares pursuant to the Exchange Agreement, as modified by the Rioforte Investments Assignment Agreement (as defined below).

In addition, the parties to the Business Combination had previously come to the conclusion that the Portugal Telecom Merger was no longer a viable step in the Business Combination.  On March 31, 2015, the shareholders of TmarPart decided to approve an alternative to the previous structure of the Business Combination that would not involve the Merger of Shares or the listing of CorpCo on the Novo Mercado segment of BM&FBOVESPA. The new proposed corporate and management structure of Oi provides for the merger of the entities that directly and indirectly own shares issued by Oi into Oi’s existing corporation, eliminating the Merger of Shares.  The new structure also contemplates a voluntary exchange of Oi’s preferred shares for Oi’s common shares, the approval of new bylaws of Oi, the election of Oi’s new Board of Directors, and other steps that are described in more detail under Item 4 below.

In order to carry out these changes, Portugal Telecom entered into the following agreements on or about March 31, 2015, each of which is described in more detail under Item 6 below: (1) the First Amendment to the Call Option Agreement, in order to allow Portugal Telecom to assign or transfer rights under the Call Option (as defined below); (2) the Second Amendment to the Temporary Voting Agreement, pursuant to which Portugal Telecom and certain of its shareholders agreed to, among other things, pursue the objective of integrating the shareholder bases of Oi and Portugal Telecom as described under the subsection of Item 4 below entitled “New Structure with Respect to the Business Combination,” and (3) the First Amendment to the Terms of Commitment, pursuant to which Portugal Telecom, Oi and TmarPart agree to use best efforts to cause the listing of Oi’s shares on the Euronext Lisbon (in addition to the New York Stock Exchange, where Oi’s shares are already listed) and the migration of Oi’s shares to the Novo Mercado segment of the BM&FBOVESPA.

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Schedule 13D

The Reporting Persons are filing this Amendment No. 6 to update the information previously reported in the following items of the Statement.

Item 2.Identity and Background

The information set forth in Exhibit 2 to the Statement, as updated in Amendment No. 4, is hereby further supplemented with the following information:

On September 18, 2014, Portugal Telecom announced that Mr. João Manuel de Mello Franco was appointed as Chairman of the Board of Directors of Portugal Telecom and Chief Executive Officer, to replace Mr. Henrique Granadeiro, who had tendered his resignation from those positions and whose resignation became effective on the last day of September 2014.

Portugal Telecom announced that the Board of Directors had approved the following appointments: (i) on October 17, 2014, Marco Norci Schroeder and Eurico de Jesus Teles Neto were appointed to replace Otávio Marques de Azevedo and Fernando Magalhães Portella, respectively; (ii) on November 5, 2014, Jorge Freire Cardoso was appointed to replace Joaquim Aníbal Brito Freixial de Goes; and (iii) on March 17, 2015, João Manuel Pisco de Castro was appointed to replace Paulo José Lopes Varela.  In each of the foregoing cases, the new appointees were expected to complete the term on the Board of Directors of Portugal Telecom of the persons being replaced. Each of the foregoing appointments will be submitted to ratification by Portugal Telecom shareholders at the next General Meeting of Shareholders of Portugal Telecom.

Since Amendment No. 5, the following additional directors have also resigned from their positions as members of the Board of Directors of Portugal Telecom: Luis Miguel da Fonseca Pacheco de Melo, Carlos António Alves Duarte, Pedro Humberto Monteiro Durão Leitão, Manuel Rosa da Silva, Francisco Teixeira Pereira Soares, and Maria Helena Nazaré.  Maria Helena Nazaré’s resignation will become effective on the last day of April 2015.

The last two paragraphs of Item 2 of the Statement, as previously amended, are hereby amended and restated in their entirety as follows:

The name, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer, as applicable, of each Reporting Person is provided on Exhibit 2 to the Amendment, which is incorporated by reference herein.

During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person named on Exhibit 2 (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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Schedule 13D

Item 4.Purpose of Transaction

The following new subsection is added at the end of Item 4 of the Statement:

Implementation of the Exchange

In order to carry out the delivery of the Common Shares and Preferred Shares of Oi contemplated by the Exchange Agreement, Portugal Telecom and Oi agreed that Portugal Telecom would deposit the applicable Common Shares and Preferred Shares into the respective American Depositary Share programs of Oi and transfer the applicable Common Shares and Preferred shares in the form of American Depositary shares.  The American Depositary Share Programs of Oi are governed by (1) the Amended and Restated Deposit Agreement (Common Shares), dated as of February 27, 2012, among Oi, The Bank of New York Mellon, as depositary (the “Depositary”), and all owners and holders from time to time of American Depositary Shares (the “Common ADSs”) issued thereunder (the “Common Share Deposit Agreement”), and (2) the Amended and Restated Deposit Agreement (Preferred Shares), dated as of February 27, 2012, among Oi, the Depositary and all owners and holders from time to time of American Depositary Shares (the “Preferred ADSs”) issued thereunder (the “Preferred Share Deposit Agreement” and, together with the Common Share Deposit Agreement, the “Deposit Agreements”).

On March 30, 2015, in order to deliver the Common Shares and Preferred Shares of Oi contemplated by the Exchange Agreement, Portugal Telecom (i) deposited with the Depositary (A) 47,434,872 Common Shares of Oi (the “Restricted Common Shares”), and (B) 94,869,744 Preferred Shares of Oi (together with the Restricted Common Shares, the “Restricted Shares”), pursuant to the Depositary Agreements, and (ii) instructed the Depositary to register the transfer to the Oi Subsidiaries of 47,434,872 Common ADSs to PTIF, and 94,869,744 Preferred ADSs to PTIF, representing the underlying Restricted Shares (the “Restricted ADSs”).

On March 30, 2015, PT Portugal transferred the Restricted ADSs to PTIF and PTIF transferred to Portugal Telecom all the Rioforte Investments in the aggregate amount of €897 million, as described in more detail under Item 6 below.

New Structure with Respect to the Business Combination

As described in Amendment No. 1 and Amendment No. 5, the Business Combination was originally expected to be implemented through three principal steps: (1) the Oi Capital Increase (which has been completed), (2) the Merger of Shares and the concurrent TmarPart Reorganization and (3) the Portugal Telecom Merger, pursuant to which Portugal Telecom would merge with and into CorpCo, and as a result of which Portugal Telecom would cease to exist and the direct shareholders of Portugal Telecom would become direct shareholders of CorpCo.

The parties to the Business Combination had previously come to the conclusion that the Portugal Telecom Merger was no longer a viable step in the Business Combination.  On March 31, 2015, the shareholders of TmarPart decided to approve an alternative to the previous structure of the Business Combination that would not involve the Merger of Shares or the listing

8

Schedule 13D

of CorpCo on the Novo Mercado segment of BM&FBOVESPA. Instead, the parties to the Business Combination have agreed on a new corporate and management structure of Oi (the “New Structure”), which includes the following features:

·a corporate and management restructuring of Oi, eliminating the need to list CorpCo;

·a voluntary exchange program of Preferred Shares into Common Shares issued by Oi, at a ratio of 0.9211 common shares to each preferred share (the “Voluntary Exchange Program”), subject to the participation of at least two-thirds of the Preferred Shares within a period of 30 days following the General Shareholders’ Meeting of Oi at which the commencement of the exchange period is deliberated upon. This structure is designed to provide all shareholders with the right to vote and to maximize the possibility of a single class of shares;

·the implementation of the principle of one share, one vote. However, a limitation of the voting rights of 15%, applicable to all the shareholders of Oi, was agreed to be included in the bylaws of Oi. This limitation will cease to be applicable upon the occurrence of certain events, including a capital increase, a corporate restructuring or a tender offer, in each case resulting in a reduction in the present shareholder positions (or the acquisition of shares, as the case may be) greater than 50%;

·to further improve liquidity, the termination of lock-ups for all shareholders;

·the extinction of TmarPart through a merger into Oi and the termination of the shareholders’ agreements, ensuring the dispersion of shareholder control of Oi; and

·the implementation of the New Structure as soon as possible, and no later than October 31, 2015.

Certain of these features are described in more detail below.

Preliminary Steps

As preliminary steps for the Voluntary Exchange Program, the following events are required to be approved and implemented simultaneously:

·Oi’s Simplification of Corporate Ownership (as defined below), which contemplates the merger of the entities that directly or indirectly own shares of Oi;

·the approval of new bylaws of Oi; and

·the election and appointment of a new Board of Directors of Oi, which will have a term expiring at the General Shareholders’ Meeting of Oi at which its financial statements for the year ending on December 31, 2017 are approved. The new Board of Directors of Oi is expected to maintain significant participation of independent

9

Schedule 13D

members and to preserve the previous parity at TmarPart between the representatives of Portugal Telecom and of the Brazilian shareholders.

Oi’s Simplification of Corporate Ownership

The following corporate restructuring transactions are required to be completed before the start of the period for the Voluntary Exchange Program, in order to simplify the share capital structure of Oi (“Oi’s Simplification of Corporate Ownership”):

·the merger of AG Telecom into Pasa;

·the merger of LF Tel into EDSP75;

·the merger of Pasa and EDSP75 into Bratel Brasil;

·the merger of Valverde Participações S.A. (“Valverde”) into TmarPart;

·the merger of Venus RJ Participações S.A. (“Venus”), Sayed RJ Participações S.A. (“Sayed”) and PTB2 S.A. (“PTB2”) into Bratel Brasil;

·the merger of Bratel Brasil into TmarPart; and

·the merger of TmarPart into Oi.

Oi’s Simplification of Corporate Ownership is intended to be effected in a manner that preserves the overall percentage interests of existing shareholders of Oi.

In connection with Oi’s Simplification of Corporate Ownership, the shareholders’ agreements of TmarPart will be terminated.

New Bylaws of Oi

New bylaws of Oi will be submitted for the approval of the Board of Directors of Oi and the Oi’s General Meeting of Shareholders.  The new bylaws are designed to implement improved corporate governance mechanisms and reduce the concentration of voting rights. Oi’s new bylaws will include, among other things, the following principal provisions:

·a tag-along right for common shares;

·preferred shares that will not have the right to vote but will continue to have the rights held by the current preferred shareholders;

·convertibility of the preferred shares, during the time periods and in accordance with the conditions approved by the Board of Directors;

·maximum voting rights of any single shareholder not to exceed 15%;

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Schedule 13D

·at least 20% of the members of the Board of Directors must be independent (as defined by the Novo Mercado rules);

·a collective term of two years for the members of the Board of Directors, with exception of the first Board of Directors, which shall have a term of three years;

·prohibition against the same person holding the positions of Chairman of the Board of Directors and Chief Executive Officer;

·obligation of the Board of Directors of Oi to respond to any tender offer for the acquisition of shares of Oi;

·completion of an offer to purchase common shares at a price at least equal to the economic value of the shares in the case of termination of the registration or exit from Level 1 Corporate Governance of the BM&FBOVESPA, unless Oi enters the Level 2 Corporate Governance or the Novo Mercado segment of the BM&FBOVESPA; and

·mandatory resolution of disputes or controversies through arbitration with the Market Arbitration Chamber (Câmara de Arbitragem do Mercado).

The limitation on voting rights will cease to be effective upon occurrence of any of the following events:

·capital increase or corporate reorganization that results in a dilution of the current shareholder base of more than 50%;

·an offer to purchase all outstanding common shares of Oi in which the offeror acquires at least 20% of the outstanding common shares or such offeror comes to hold, either individually or together with a group of shareholders representing the same or related interest by voting agreement, an interest in excess of 50% of Oi’s voting capital; or

·none of the shareholders of Oi (or group of shareholders representing the same or related interest by voting agreement) holds, individually or in the aggregate, an interest in excess of 15% of Oi’s voting capital.

All of the proposed changes described above will have to be approved by Oi’s shareholders at a General Shareholders’ Meeting and ANATEL, the Brazilian telecommunications regulator.  The parties anticipate that Oi’s General Shareholders’ Meeting called to deliberate with respect to the Preliminary Steps and the Voluntary Exchange Program will be called within 130 days from the announcement of the New Structure, subject to ANATEL’s prior consent to the implementation of the transactions described above.

The parties set October 31, 2015 as the deadline for the implementation of the Preliminary Steps and the New Structure.

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Schedule 13D

Item 5. Interest in Securities of the Issuer

Items 5(a), (b) and (c)

The information set forth in Items 5(a), (b) and (c) of the Statement is hereby amended by adding the following paragraphs at the end of the subsection of the Statement entitled “Information as to Common Shares of the Issuer that May Be Deemed to Be Beneficially Owned by the Reporting Persons”:

On November 18, 2014, Oi approved a reverse split of all Common Shares and Preferred Shares issued by Oi based on a ratio of 10:1, such that each group of ten shares of each class was grouped in one single share of the same type, either common or preferred. The shares issued by Oi traded on the NYSE in the form of ADSs were also subject to a reverse split of shares at the same ratio, that the ADSs continue to be traded at the ratio of one ADS for each share.  After giving effect to the reverse split, Oi reported that there are 286,155,319 Common Shares and 572,316,691 Preferred Shares outstanding.

Beneficial Ownership After the Completion of the Exchange Agreement

On March 30, 2015, pursuant to the Exchange Agreement, Portugal Telecom registered the transfer of 47,434,872 Common ADSs and 94,869,744 Preferred ADSs to PTIF.

After giving effect to the consummation of the Exchange, the Reporting Persons beneficially own the following Common Shares:

·the Reporting Persons own 60,782,320 Common Shares, or 26.39% of the issued and outstanding Common Shares (after giving effect to the exchange of the Exchanged Shares and the holding of those Exchanged Shares in treasury by the Oi Subsidiaries);

·pursuant to the Call Option, the Reporting Persons have the right to acquire an additional 47,434,872 Common Shares, which, if exercised in full, would result in the Reporting Persons again owning directly 38.96% of the Common Shares; and

·as informed in Amendment No. 4, the Reporting Persons hold a direct and indirect interest in TmarPart (as detailed below), which holds 29,059,478 Common Shares, or 12.62% of the issued and outstanding Common Shares.

As of the date of this Statement (as amended), the Reporting Persons hold their direct and indirect interest in TmarPart as follows:

·the Reporting Persons directly own 383,359,675 common shares of TmarPart, or 5.0% of the total issued common shares of TmarPart (in addition to preferred shares of TmarPart, which are not reported on this Statement);

·the Reporting Persons own 57.5% of the share capital, including 49.8% of the voting share capital, of Pasa, the remainder of which is held by Venus, as

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Schedule 13D

described below.  Pasa indirectly owns 2,826,846,254 common shares of TmarPart, representing 37.2% of TmarPart’s issued and outstanding share capital;

·the Reporting Persons own 57.5% of the share capital, including 49.8% of the voting share capital, of EDSP75, the remainder of which is held by Sayed, as described below.  EDSP75 indirectly owns 2,826,846,254 common shares of TmarPart, representing 37.2% of TmarPart’s issued and outstanding share capital;

·PTB2 owns 208,599,126 common shares and 179,482,423 preferred shares of Venus, representing 65.0% of the share capital, including 50.0% (minus one share) of the voting share capital, of Venus, which owns 42.5% of the share capital, including 50.2% of the voting share capital, of Pasa; and

·PTB2 owns 410,106,399 common shares and 352,862,887 preferred shares of Sayed, representing 65.0% of the share capital, including 50.0% (minus one share) of the voting share capital, of Sayed, which owns 42.5% of the share capital, including 50.2% of the voting share capital, of EDSP75.

The Reporting Persons’ existing beneficial ownership interests in the capital stock of TmarPart and Oi, taking into account (1) the shares acquired by such Reporting Persons in the Oi Capital Increase, (2) the share exchanges described in Item 6 of Amendment No. 2, (3) the subscription and conversion of the debentures referred to in Item 4 of Amendment No. 3, (4) the consummation of the Exchange described in Item 4 of Amendment No. 5 and in the Preliminary Statement of this Amendment and (5) the other steps of the Business Combination are expected to cause Portugal Telecom to beneficially own interests in TmarPart and Oi such that Portugal Telecom is expected to hold a minimum stake of 27.2% of Oi’s issued and outstanding share capital (assuming (i) the minimum participation of two-thirds of the Preferred Shares in the Voluntary Exchange Program, and (ii) no exercise by Portugal Telecom of the Call Option).

Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer

The following new subsection is added at the end of Item 6 of the Statement:

Assignment of Rioforte Investments

In addition to the Exchange Agreement, on March 24, 2015, Portugal Telecom entered into the Private Instrument of Commitment to Assign Rights, Obligations and Other Covenants (Instrumento Particular de Cessão de Direitos e Obrigações e Outras Avenças), with and among the Oi Subsidiaries, Oi and CorpCo (the “Rioforte Investments Assignment Agreement”), pursuant to which PT Portugal transferred the Rioforte Investments held by it to PTIF and assigned all the related rights and obligations thereunder to PTIF (the “Assignment”).

The Rio Forte Investments Assignment Agreement also provided that the delivery of the Restricted Shares of Oi in the Exchange could be accomplished through the delivery by Portugal

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Telecom of either the actual Restricted Shares or Restricted ADSs representing those shares, at Portugal Telecom’s election.

The Rioforte Investments Assignment Agreement is governed by Brazilian law, and any dispute with respect to the Rioforte Investments Assignment Agreement is to be resolved through arbitration in Rio de Janeiro, Brazil before an arbitration panel administered by the Brazil-Canada Chamber of Commerce.

The description of the Rioforte Investments Assignment Agreement is only a summary and is qualified in its entirety by the terms of the Rioforte Investments Assignment Agreement, which is filed as Exhibit 43 to this Amendment and is incorporated herein by reference.

First Amendment to the Call Option Agreement

On March 31, 2015, Portugal Telecom, PTIF, Oi and TmarPart executed the First Amendment to the Call Option Agreement (the “First Amendment to the Call Option Agreement”), in order to allow Portugal Telecom to assign or transfer rights under the Call Option.  Portugal Telecom may assign or transfer any portion of the Call Option, so long as the assignment or transfer involves at least one-quarter of the shares subject to the Call Option, without the prior consent by Oi (subject to the right of first refusal described in the next paragraph), and without restrictions on the use of the proceeds by Portugal Telecom.  However, except as provided above, Portugal Telecom may not create or grant rights under the Call Option or grant guarantees with respect to the Call Option without the express prior consent of Oi.

Under the First Amendment to the Call Option Agreement, Oi will have a right of first refusal to acquire any portion of the Call Option that Portugal Telecom wishes to assign or transfer. Portugal Telecom must give notice to Oi of the receipt of a binding offer by a third party with respect to the Call Option. Oi must respond within 20 days from the receipt of such notice.

The First Amendment to the Call Option Agreement is subject to the approval of the CVM, if applicable, and to approval by the shareholders of Oi at a general shareholders’ meeting at which the preferred shareholders will also be permitted to vote. Oi’s General Shareholders’ Meeting is required to be called by August 31, 2015 and held by September 30, 2015.

The description of the First Amendment to the Call Option Agreement is only a summary and is qualified in its entirety by the terms of the First Amendment to the Call Option Agreement, which is filed as Exhibit 44 to this Amendment and is incorporated herein by reference.

Second Amendment to the Temporary Voting Agreement

On March 31, 2015, Portugal Telecom, Caravelas, Bratel, TmarPart, AG, Jereissati and, as intervening party, Oi, executed the Second Amendment to the Temporary Voting Agreement (the “Second Amendment to the Temporary Voting Agreement”), pursuant to which the parties thereto agreed to, among other things, (1) vote in favor of the Voluntary Exchange Program described in Item 4 above, (2) convert all Preferred Shares of Oi held by them into Common

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Shares at a ratio of 0.9211 Preferred Shares per Common Share, subject to the agreement of holders of Preferred Shares representing at least two-thirds of the Preferred Shares of Oi to convert their Preferred Shares into Common Shares as part of the Voluntary Exchange Program, (3) extend their lock-up agreements with respect to the Common Shares until the earlier of October 31, 2015 and the date of completion of the Preliminary Steps and (4) continue to pursue the objective of integrating the shareholder bases of Oi and Portugal Telecom as described under the subsection of Item 4 above entitled “New Structure with Respect to the Business Combination.”

The parties also agreed to maintain in their positions the current members of the board of directors of Oi until the completion of the Preliminary Steps. The parties agreed to elect, at the general shareholders’ meeting of Oi’s shareholders that approves these steps, certain specified members to the board of directors of Oi.  The term of these members would expire at the general shareholders’ meeting of Oi’s shareholders that approves Oi’s financial statements for the year ended December 31, 2017.

The Second Amendment to the Temporary Voting Agreement was also amended, among other things, to extend the cut-off date for the implementation and completion of the Voluntary Exchange Program and the Preliminary Steps of the Business Combination to October 31, 2015.

The description of the Second Amendment to the Temporary Voting Agreement is only a summary and is qualified in its entirety by the terms of the Second Amendment to the Temporary Voting Agreement, which is filed as Exhibit 45 to this Amendment and is incorporated herein by reference.

First Amendment to the Terms of Commitment

On March 31, 2015, Portugal Telecom, Oi and TmarPart executed the First Amendment to the Terms of Commitment (1º Aditivo ao Termo de Compromisso), among Portugal Telecom, SGPS, S.A., Oi S.A. and Telemar Participações S.A. (the “First Amendment to the Terms of Commitment”), which contains amendments to the Terms of Commitment to enable the parties to pursue the objective of integrating the shareholder bases of Oi and Portugal Telecom as described under “New Structure with Respect to the Business Combination” in Item 4 above.

Under the First Amendment to the Terms of Commitment, the parties agree to use best efforts to cause the listing of Oi’s shares on the Euronext Lisbon (in addition to the New York Stock Exchange, where Oi’s shares are already listed) and the migration of Oi’s shares to the Novo Mercado segment of the BM&FBOVESPA.

In addition, as in the original Terms of Commitment, the parties agree to perform any acts, provide any required information, prepare all necessary documentation and file all necessary filings with all appropriate governmental authorities to implement the integration of the shareholder bases of Oi and Portugal Telecom, including, among other things, the preparation and filing of any prospectuses and registration statements with the CVM, the CMVM and the SEC.  Oi, in its capacity as shareholder of Portugal Telecom, undertakes to attend any meeting of the shareholders of Portugal Telecom specifically convened to consider the integration of the

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Schedule 13D

shareholder bases of Oi and Portugal Telecom and to vote in favor of the proposed structure, to the extent such vote is not contrary to Oi’s legitimate interests.

The description of the First Amendment to the Terms of Commitment is only a summary only and is qualified in its entirety by the terms of the First Amendment to the Terms of Commitment, which is filed as Exhibit 46 to this Amendment and is incorporated herein by reference.

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Item 7.Material to Be Filed as Exhibits

Exhibit	Description
1.	Joint Filing Agreement, dated as of July 28, 2014, by and between the Reporting Persons, which supersedes previous Joint Filing Agreement, dated as of October 7, 2013 (incorporated by reference to Exhibit 1 of Amendment No. 4 to the Schedule 13D of Oi S.A., filed on July 28, 2014 (SEC File No. 005-83981)).
2.	Directors and Executive Officers of the Reporting Persons.
3.	Shareholders’ Agreement of Telemar Participações S.A., dated as of April 25, 2008, among AG Telecom Participações S.A., LF Tel S.A., Fundação Atlântico de Seguridade Social, Asseca Participações S.A. and, as intervening parties, Telemar Participações S.A. and Andrade Gutierrez Investimentos em Telecomunicações S.A. (English translation) (incorporated by reference to the Form 6-K of Tele Norte Leste Participações S.A. filed on February 19, 2009 (SEC File No. 001-14487)).
4.	Amendment to the Shareholders Agreement of Telemar Participações S.A., dated as of January 25, 2011, among AG Telecom Participações S.A., Luxemburgo Participações S.A., LF Tel S.A., Fundação Atlântico de Seguridade Social, and, as intervening party, Telemar Participações S.A. (English translation) (incorporated by reference to Exhibit 3.02 of the Form 20-F of Tele Norte Leste Participações S.A. filed on May 4, 2011 (SEC File No. 001-14487)).
5.	Private Shareholders Agreement of Telemar Participações S.A., dated as of April 25, 2008, among AG Telecom Participações S.A., LF Tel S.A., Asseca Participações S.A., BNDES Participações S.A.—BNDESPAR, Fiago Participações S.A., Fundação Atlântico de Seguridade Social and, as intervening parties, Telemar Participações S.A., Caixa de Previdência dos Funcionários do Banco do Brasil—PREVI, Fundação Petrobras de Seguridade Social—PETROS, Fundação dos Economiários Federais—FUNCEF and Andrade Gutierrez Investimentos em Telecomunicações S.A. (English translation) (incorporated by reference to the Form 6-K/A of Tele Norte Leste Participações S.A. filed on November 27, 2009 (SEC File No. 001-14487)).
6.	Amendment to the Shareholders Agreement of Telemar Participações S.A., dated as of January 25, 2011, among AG Telecom Participações S.A., Luxemburgo Participações S.A., BNDES Participações S.A.—BNDESPar, Caixa de Previdência dos Funcionários do Banco do Brasil—PREVI, Fundação Atlântico de Seguridade Social, Fundação dos Economiários Federais—FUNCEF, Fundação Petrobras de Seguridade Social—PETROS, LF Tel S.A., Bratel Brasil S.A. and, as intervening parties, Telemar Participações S.A. and Portugal Telecom, SGPS S.A. (English translation) (incorporated by reference to Exhibit 3.04 of the Form 20-F of Tele Norte Leste Participações S.A. filed on May 4, 2011 (SEC File No. 001-14487)).

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Schedule 13D

7.	Shareholders Agreement of Pasa Participações S.A., dated as of January 25, 2011, among Andrade Gutierrez Telecomunicações Ltda., Bratel Brasil S.A. and, as intervening parties, Pasa Participações S.A., AG Telecom Participações S.A., Luxemburgo Participações S.A., La Fonte Telecom S.A., EDSP75 Participações S.A., LF Tel S.A. and Portugal Telecom, SGPS, S.A. (English translation). (incorporated by reference to Exhibit 4.10 of the Form 20-F of Portugal Telecom, SGPS, S.A. filed on May 6, 2011 (SEC File No. 001-13758)).
8.	Shareholders Agreement of EDSP75 Participações S.A., dated as of January 25, 2011, among La Fonte Telecom S.A., Bratel Brasil S.A. and, as intervening parties, EDSP75 Participações S.A., LF Tel S.A., Pasa Participações S.A., Andrade Gutierrez Telecomunicações Ltda., AG Telecom Participações S.A., Luxemburgo Participações S.A., and Portugal Telecom, SGPS, S.A. (English translation). (incorporated by reference to Exhibit 4.11 of the Form 20-F of Portugal Telecom, SGPS, S.A. filed on May 6, 2011 (SEC File No. 001-13758)).
9.	Memorandum of Understanding, dated as of October 1, 2013, among Oi S.A., AG Telecom Participações S.A., LF Tel. S.A., Pasa Participações S.A., EDSP75 Participações S.A., Bratel Brasil S.A., Portugal Telecom SGPS, S.A., Avistar, SGPS, S.A. and Nivalis Holding B.V. (incorporated by reference to Exhibit 9 of Amendment No. 1 to the Schedule 13D of Oi S.A., filed on October 8, 2013 (SEC File No. 005-83981)).
10.	Memorandum of Understanding relating to CTX Participações S.A. and Contax Participações S.A., dated as of October 1, 2013, among AG Telecom Participações S.A., Andrade Gutierrez Telecomunicações Ltda., LF Tel. S.A., La Fonte Telecom S.A., Pasa Participações S.A., EDSP75 Participações S.A., Bratel Brasil S.A. and Portugal Telecom SGPS, S.A. (incorporated by reference to Exhibit 10 of Amendment No. 1 to the Schedule 13D of Oi S.A., filed on October 8, 2013 (SEC File No. 005-83981)).
11.	Share Exchange Agreement (Contrato de Permuta de Participações Societárias), dated as of February 19, 2014, among Andrade Gutierrez S.A., Bratel Brasil S.A. and, as intervening parties, Pasa Participações S.A., AG Telecom Participações S.A., Jereissati Telecom S.A., EDSP75 Participações S.A., L.F. Tel S.A. and Fundação Atlântico de Seguridade Social (English Translation) (incorporated by reference to Exhibit 11 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).
12.	Share Exchange Agreement (Contrato de Permuta de Participações Societárias), dated as of February 19, 2014, among Jereissati Telecom S.A., Bratel Brasil S.A. and, as intervening parties, Pasa Participações S.A., AG Telecom Participações S.A., Andrade Gutierrez S.A., EDSP75 Participações S.A., L.F. Tel S.A. and Fundação Atlântico de Seguridade Social (English Translation) (incorporated by reference to Exhibit 12 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).

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13.	Second Amendment to the Shareholders’ Agreement of Telemar Participações S.A. (2º Aditivo ao Acordo de Acionistas da Telemar Participações S.A.), dated as of February 19. 2014, among AG Telecom Participações S.A., LF Tel S.A., Fundação Atlântico de Seguridade Social and, as intervening party, Telemar Participações S.A. (English Translation) (incorporated by reference to Exhibit 13 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).
14.	Terms of Termination of the Shareholders’ Agreement of Telemar Participações S.A. (Termo de Resilição do Acordo de Acionistas da Telemar Participações S.A.), dated as of February 19. 2014, among AG Telecom Participações S.A., LF Tel S.A., Fundação Atlântico de Seguridade Social and, as intervening party, Telemar Participações S.A. (English Translation) (incorporated by reference to Exhibit 14 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).
15.	Second Amendment to the Shareholders’ Agreement of Telemar Participações S.A. (2º Aditivo ao Acordo de Acionistas da Telemar Participações S.A.), dated as of February 19, 2014, among AG Telecom Participações S.A., BNDES Participações S.A.—BNDESPAR, Caixa de Previdência dos Funcionários do Banco do Brasil—PREVI, Fundação Atlântico de Seguridade Social, Fundação dos Economiários Federais—FUNCEF, Fundação Petrobras de Seguridade Social—PETROS, LF Tel S.A., Bratel Brasil S.A. and, as intervening parties, Telemar Participações S.A. and Portugal Telecom, SGPS, S.A. (English Translation) (incorporated by reference to Exhibit 15 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).
16.	Terms of Termination of the Shareholders’ Agreement of Telemar Participações S.A. (Termo de Resilição do Acordo de Acionistas da Telemar Participações S.A.), dated as of February 19, 2014, among AG Telecom Participações S.A., BNDES Participações S.A.—BNDESPAR, Caixa de Previdência dos Funcionários do Banco do Brasil—PREVI, Fundação Atlântico de Seguridade Social, Fundação dos Economiários Federais—FUNCEF, Fundação Petrobras de Seguridade Social—PETROS, LF Tel S.A., Bratel Brasil S.A. and, as intervening parties, Telemar Participações S.A. and Portugal Telecom, SGPS, S.A. (English Translation) (incorporated by reference to Exhibit 16 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).
17.	First Amendment to the Shareholders’ Agreement of Pasa Participações S.A. (1º Aditivo ao Acordo de Acionistas da Pasa Participações S.A.), dated as of February 19, 2014, among Andrade Gutierrez S.A., Bratel Brasil S.A. and, as intervening parties, Pasa Participações S.A., AG Telecom Participações S.A., Jereissati Telecom S.A., EDSP75 Participações S.A., LF Tel S.A., Portugal Telecom, SGPS, S.A., Sayed RJ Participações S.A., Venus RJ Participações S.A. and PTB2 S.A. (English Translation) (incorporated by reference to Exhibit 17 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).

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Schedule 13D

18.	Terms of Termination of the Shareholders’ Agreement of Pasa Participações S.A. (Termo de Resilição do Acordo de Acionistas da Pasa Participações S.A.), dated as of February 19, 2014, among Andrade Gutierrez S.A., Bratel Brasil S.A. and, as intervening parties, Pasa Participações S.A., AG Telecom Participações S.A., Jereissati Telecom S.A., EDSP75 Participações S.A., LF Tel S.A. and Portugal Telecom, SGPS, S.A. (English Translation) (incorporated by reference to Exhibit 18 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).
19.	First Amendment to the Shareholders’ Agreement of EDSP75 Participações S.A. (1º Aditivo ao Acordo de Acionistas da EDSP75 Participações S.A.), dated as of February 19, 2014, among Jereissati Telecom S.A., Bratel Brasil S.A. and, as intervening parties, EDSP75 Participações S.A., LF Tel S.A., Andrade Gutierrez S.A., Pasa Participações S.A., AG Telecom Participações S.A., Portugal Telecom, SGPS, S.A., Sayed RJ Participações S.A., Venus RJ Participações S.A. and PTB2 S.A. (English Translation) (incorporated by reference to Exhibit 19 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).
20.	Terms of Termination of the Shareholders’ Agreement of EDSP75 Participações S.A. (Termo de Resilição do Acordo de Acionistas da EDSP75 Participações S.A.), dated as of February 19, 2014, among Jereissati Telecom S.A., Bratel Brasil S.A. and, as intervening parties, EDSP75 Participações S.A., LF Tel S.A., Andrade Gutierrez S.A., Pasa Participações S.A., AG Telecom Participações S.A. and Portugal Telecom, SGPS, S.A. (English Translation) (incorporated by reference to Exhibit 20 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).
21.	Temporary Voting Agreement of the Shareholders of Oi S.A. and Telemar Participações S.A. (referred to as “CorpCo”) (Compromisso Provisório de Voto dos Acionistas da Oi S.A. e da Telemar Participações S.A. (a ser denominada “CorpCo”)), dated February 19, 2014, among Portugal Telecom, SGPS, S.A., Caravelas Fundo de Investimento em Ações, Bratel Brasil S.A., Telemar Participações S.A., Andrade Gutierrez S.A., Jereissati Telecom S.A. and, as intervening party, Oi S.A. (English Translation) (incorporated by reference to Exhibit 21 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).
22.	Subscription Agreement for Shares of Capital Stock Issued by Oi S.A. (Contrato de Subscrição de Ações de Emissão da Oi S.A.), dated February 19, 2014, between Oi S.A. and Portugal Telecom, SGPS, S.A. (English Translation) (incorporated by reference to Exhibit 22 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).

20

Schedule 13D

23.	Private Instrument of Commitment to Assign Priority Rights (Instrumento Particular de Compromisso de Cessão de Direito de Prioridade), dated February 19, 2014, among Telemar Participações S.A., Valverde Participações S.A., AG Telecom Participações S.A., LF Tel S.A. and Portugal Telecom, SGPS, S.A. (English Translation) (incorporated by reference to Exhibit 23 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).
24.	Debenture Subscription Agreement for the First Private Issuance of Unsecured Debentures Convertible into Common and Preferred Shares, in a Single Series, of Venus RJ Participações S.A. (Contrato de Subscrição de Debêntures da Primeira Emissão Privada de Debêntures Conversíveis em Ações Ordinárias e Preferenciais, da Espécie Quirografária em Série Única, da Venus RJ Participações S.A.), dated as of February 19, 2014, between PTB2 S.A. and Venus RJ Participações S.A. (English Translation) (incorporated by reference to Exhibit 24 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).
25.	Debenture Subscription Agreement for the First Private Issuance of Unsecured Debentures Convertible into Common and Preferred Shares, in a Single Series, of Sayed RJ Participações S.A. (Contrato de Subscrição de Debêntures da Primeira Emissão Privada de Debêntures Conversíveis em Ações Ordinárias e Preferenciais, da Espécie Quirografária em Série Única, da Sayed RJ Participações S.A.), dated as of February 19, 2014, between Sayed RJ Participações S.A. and PTB2 S.A. (English Translation) (incorporated by reference to Exhibit 25 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).
26.	Debenture Subscription Agreement for the First Private Issuance of Unsecured Debentures Convertible into Common and Preferred Shares, in Series, of Pasa Participações S.A. (Contrato de Subscrição de Debêntures da Primeira Emissão Privada de Debêntures Conversíveis em Ações Ordinárias e Preferenciais, da Espécie Quirografária em Séries, da Pasa Participações S.A.), dated as of February 19, 2014, among Pasa Participações S.A., Bratel Brasil S.A. and Venus RJ Participações S.A. (English Translation) (incorporated by reference to Exhibit 26 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).
27.	Debenture Subscription Agreement for the First Private Issuance of Unsecured Debentures Convertible into Common and Preferred Shares, in Series, of EDSP75 Participações S.A. (Contrato de Subscrição de Debêntures da Primeira Emissão Privada de Debêntures Conversíveis em Ações Ordinárias e Preferenciais, da Espécie Quirografária em Séries, da EDSP75 Participações S.A.), dated as of February 19, 2014, among EDSP75 Participações S.A., Bratel Brasil S.A. and Sayed RJ Participações S.A. (English Translation) (incorporated by reference to Exhibit 27 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).

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Schedule 13D

28.	Debenture Subscription Agreement for the Third Private Issuance of Subordinated Debentures Convertible into Common Shares, in a Single Series, of AG Telecom Participações S.A. (Contrato de Subscrição de Debêntures da Terceira Emissão Privada de Debêntures Conversíveis em Ações Ordinárias, da Espécie Subordinada em Série Única, da AG Telecom Participações S.A.), dated as of February 19, 2014, among Pasa Participações S.A. and AG Telecom S.A. (English Translation) (incorporated by reference to Exhibit 28 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).
29.	Debenture Subscription Agreement for the Fifth Private Issuance of Subordinated Debentures Convertible into Common Shares, in a Single Series, of LF Tel S.A. (Contrato de Subscrição de Debêntures da Quinta Emissão Privada de Debêntures Conversíveis em Ações Ordinárias, da Espécie Subordinada em Série Única, da LF Tel Participações S.A.), dated as of February 19, 2014, among LF Tel S.A. and EDSP75 Participações S.A. (English Translation) (incorporated by reference to Exhibit 29 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).
30.	Debenture Subscription Agreement for the Twelfth Private Issuance of Subordinated Debentures Convertible into Common Shares, in a Single Series, of Telemar Participações S.A. (Contrato de Subscrição de Debêntures da Décima Segunda Emissão Privada de Debêntures Conversíveis em Ações Ordinárias, da Espécie Subordinada em Série Única, da Telemar Participações S.A.), dated as of February 19, 2014, among Telemar Participações S.A., AG Telecom Participações S.A. and LF Tel S.A. (English Translation) (incorporated by reference to Exhibit 30 of Amendment No. 2 to the Schedule 13D of Oi S.A., filed on February 27, 2014 (SEC File No. 005-83981)).
31.	Waiver Letter (Renúncia de Condição Precedente do Contrato de Subscrição de Ações de Emissão da Oi S.A.), dated as of April 28, 2014, relating to the waiver by Portugal Telecom, SGPS, S.A. of a condition precedent to the Subscription Agreement entered into between Portugal Telecom, SGPS, S.A. and Oi S.A., dated as of February 19, 2014 (English translation) (incorporated by reference to Exhibit 31 of Amendment No. 3 to the Schedule 13D of Oi S.A., filed on May 14, 2014 (SEC File No. 005-83981)).
32.	Memorandum of Understanding (Memorando de Entendimentos), dated as of July 15, 2014, between Portugal Telecom SGPS, S.A. and Oi S.A. (incorporated by reference to Exhibit 32 of Amendment No. 4 to the Schedule 13D of Oi S.A., filed on July 28, 2014 (SEC File No. 005-83981)) (English translation) (incorporated by reference to Exhibit 32 of Amendment No. 4 to the Schedule 13D of Oi S.A., filed on July 28, 2014 (SEC File No. 005-83981)).
33.	Exchange Agreement, and Other Covenants (Contrato de Permuta e Outras Avenças), dated September 8, 2014, among PT International Finance B.V., PT Portugal, SGPS, S.A. and Portugal Telecom, SGPS, S.A. and, further, Oi, S.A. and Telemar Participações S.A. (English translation) (incorporated by reference to Exhibit 33 of Amendment No. 5 to the Schedule 13D of Oi S.A., filed on September 17, 2014 (SEC File No. 005-83981)).

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Schedule 13D

34.	Call Option Agreement, and Other Covenants (Contrato de Opção de Compra de Ações e Outras Avenças), dated September 8, 2014, among PT International Finance B.V., PT Portugal, SGPS, S.A. and Portugal Telecom, SGPS, S.A. and, further, Oi, S.A. and Telemar Participações S.A. (English translation) (incorporated by reference to Exhibit 34 of Amendment No. 5 to the Schedule 13D of Oi S.A., filed on September 17, 2014 (SEC File No. 005-83981)).
35.	Third Amendment to the Shareholders’ Agreement of Telemar Participações S.A. (3º Aditivo ao Acordo de Acionistas da Telemar Participações S.A.), dated September 8, 2014, among AG Telecom Participações S.A., LF Tel S.A., Fundação Atlântico de Seguridade Social and, as intervening party, Telemar Participações S.A. (English Translation) (incorporated by reference to Exhibit 35 of Amendment No. 5 to the Schedule 13D of Oi S.A., filed on September 17, 2014 (SEC File No. 005-83981)).
36.	First Amendment to the Terms of Termination of the Shareholders’ Agreement of Telemar Participações S.A. executed on February 19, 2014 (1º Aditivo ao Termo de Resilição do Acordo de Acionistas da Telemar Participações S.A. firmado em 19 de Fevereiro de 2014), dated September 8, 2014, among AG Telecom Participações S.A., LF Tel S.A., Fundação Atlântico de Seguridade Social and, as intervening party, Telemar Participações S.A. (English Translation) (incorporated by reference to Exhibit 36 of Amendment No. 5 to the Schedule 13D of Oi S.A., filed on September 17, 2014 (SEC File No. 005-83981)).
37.	Third Amendment to the Shareholders’ Agreement of Telemar Participações S.A. (3º Aditivo ao Acordo de Acionistas da Telemar Participações S.A.), dated September 8, 2014, among AG Telecom Participações S.A., Andrade Gutierrez S.A., BNDES Participações S.A.—BNDESPAR, Caixa de Previdência dos Funcionários do Banco do Brasil—PREVI, Fundação Atlântico de Seguridade Social, Fundação dos Economiários Federais—FUNCEF, Fundação Petrobras de Seguridade Social—PETROS, Jereissati Telecom S.A., LF Tel S.A., Bratel Brasil S.A. and, as intervening parties, Telemar Participações S.A. and Portugal Telecom, SGPS, S.A. (English Translation) (incorporated by reference to Exhibit 37 of Amendment No. 5 to the Schedule 13D of Oi S.A., filed on September 17, 2014 (SEC File No. 005-83981)).
38.	First Amendment to the Terms of Termination of the Shareholders’ Agreement of Telemar Participações S.A. executed on February 19, 2014 (1º Aditivo ao Termo de Resilição do Acordo de Acionistas da Telemar Participações S.A. firmado em 19 de Fevereiro de 2014), dated September 8, 2014, among AG Telecom Participações S.A., Andrade Gutierrez S.A., BNDES Participações S.A.—BNDESPAR, Caixa de Previdência dos Funcionários do Banco do Brasil—PREVI, Fundação Atlântico de Seguridade Social, Fundação dos Economiários Federais—FUNCEF, Fundação Petrobras de Seguridade Social—PETROS, Jereissati Telecom S.A., LF Tel S.A., Bratel Brasil S.A. and, as intervening parties, Telemar Participações S.A. and Portugal Telecom, SGPS, S.A. (English Translation) (incorporated by reference to Exhibit 38 of Amendment No. 5 to the Schedule 13D of Oi S.A., filed on September 17, 2014 (SEC File No. 005-83981)).

23

Schedule 13D

39.	Second Amendment to the Shareholders’ Agreement of Pasa Participações S.A. (2º Aditivo ao Acordo de Acionistas da Pasa Participações S.A.), dated September 8, 2014, among Andrade Gutierrez S.A., Bratel Brasil S.A. and, as intervening parties, Pasa Participações S.A., AG Telecom Participações S.A., Jereissati Telecom S.A., EDSP75 Participações S.A., LF Tel S.A., Portugal Telecom, SGPS, S.A., Sayed RJ Participações S.A., Venus RJ Participações S.A. and PTB2 S.A. (English Translation) (incorporated by reference to Exhibit 39 of Amendment No. 5 to the Schedule 13D of Oi S.A., filed on September 17, 2014 (SEC File No. 005-83981)).
40.	Second Amendment to the Shareholders’ Agreement of EDSP75 Participações S.A. (2º Aditivo ao Acordo de Acionistas da EDSP75 Participações S.A.), dated September 8, 2014, among Jereissati Telecom S.A., Bratel Brasil S.A. and, as intervening parties, EDSP75 Participações S.A., LF Tel S.A., Andrade Gutierrez S.A., Pasa Participações S.A., AG Telecom Participações S.A., Portugal Telecom, SGPS, S.A., Sayed RJ Participações S.A., Venus RJ Participações S.A. and PTB2 S.A. (English Translation) (incorporated by reference to Exhibit 40 of Amendment No. 5 to the Schedule 13D of Oi S.A., filed on September 17, 2014 (SEC File No. 005-83981)).
41.	First Amendment to the Temporary Voting Agreement of the Shareholders of Oi S.A. and Telemar Participações S.A. (referred to as “Corpco”) executed on February 19, 2014 (Compromisso Provisório de Voto dos Acionistas da Oi S.A. e da Telemar Participações S.A. (a ser denominada “Corpco”) firmado em 19 de Fevereiro de 2014), dated September 8, 2014, to be entered into among Portugal Telecom, SGPS, S.A., Caravelas Fundo de Investimento em Ações, Bratel Brasil S.A., Telemar Participações S.A., Andrade Gutierrez S.A., Jereissati Telecom S.A. and, as intervening party, Oi S.A. (English Translation) (incorporated by reference to Exhibit 41 of Amendment No. 5 to the Schedule 13D of Oi S.A., filed on September 17, 2014 (SEC File No. 005-83981)).
42.	Terms of Commitment (Termo de Compromisso), dated September 8, 2014, among Portugal Telecom, SGPS, S.A., Oi S.A. and Telemar Participações S.A. (English Translation) (incorporated by reference to Exhibit 42 of Amendment No. 5 to the Schedule 13D of Oi S.A., filed on September 17, 2014 (SEC File No. 005-83981)).
43.	Private Instrument of Commitment to Assign Rights, Obligations and Other Covenants (Instrumento Particular de Cessão de Direitos e Obrigações e Outras Avenças), dated March 24, 2015, among Portugal Telecom, SGPS, S.A., PT International Finance B.V., PT Portugal, SGPS, S.A., Oi S.A. and Telemar Participações S.A. (English Translation).
44.	First Amendment to Call Option Agreement, and Other Covenants (Contrato de Opção de Compra de Ações e Outras Avenças), dated March 31, 2015, among PT International Finance B.V. and Portugal Telecom, SGPS, S.A. and, further, Oi, S.A. and Telemar Participações S.A. (English translation).

24

Schedule 13D

45.

Second Amendment to the Temporary Voting Agreement of the Shareholders of Oi S.A. and Telemar Participações S.A. executed on February 19, 2014 and amended on September 8, 2014 (Compromisso Provisório de Voto dos Acionistas da Oi S.A. e da Telemar Participações S.A. firmado em 19 de Fevereiro de 2014 e aditado em 8 de setembro de 2014), dated March 31, 2015, entered into among Portugal Telecom, SGPS, S.A., Caravelas Fundo de Investimento em Ações, Bratel Brasil S.A., Telemar Participações S.A., Andrade Gutierrez S.A., Jereissati Telecom S.A. and, as intervening party, Oi S.A. (English Translation).

46.

First Amendment to the Terms of Commitment (Termo de Compromisso), dated March 31, 2015, among Portugal Telecom, SGPS, S.A., Oi S.A. and Telemar Participações S.A. (English Translation).

25

SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  April 16, 2015

PORTUGAL TELECOM, SGPS, S.A.
By:	/s/ João Manuel de Mello Franco
	Name:	João Manuel de Mello Franco
	Title:	Chairman of the Board of Directors
By:	/s/ Luís Manuel da Costa de Sousa de Macedo
	Name:	Luís Manuel da Costa de Sousa de Macedo
	Title:	General Secretary
BRATEL B.V.
By:	/s/ Marlon Antonio Hironimo Martis
	Name:	Marlon Antonio Hironimo Martis
	Title:	Director B
By:	/s/ Carlos Cruz
	Name:	Carlos Cruz
	Title:	Director A
BRATEL BRASIL S.A.
By:	/s/ Shakhaf Wine
	Name:	Shakhaf Wine
	Title:	President
By:	/s/ Pedro Guterres
	Name:	Pedro Guterres
	Title:	Director

[Signature Page to Amendment No. 6 to the Schedule 13D of Oi S.A.]

26

Schedule 13D Exhibit 2

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

PORTUGAL TELECOM, SGPS, S.A.

All of the following persons are citizens of the Republic of Portugal, except Shakhaf Wine and Milton Almicar Silva Vargas, who are citizens of the Federative Republic of Brazil; Rafael Luís Mora Funes, who is a citizen of Spain; and Gerald Stephen McGowan, who is a citizen of the United States of America. Unless otherwise noted below, (1) the principal occupation or employment listed below is a position with Portugal Telecom, SGPS, S.A., and (2) the business address for each of the following persons is Avenida Fontes Pereira de Melo, 40, 1069-300 Lisboa, Portugal.

NAME	PRINCIPAL OCCUPATION OR EMPLOYMENT	BUSINESS ADDRESS
Board of Directors
João Manuel de Mello Franco	Chairman of the Board of Directors of Portugal Telecom, SGPS, S.A.; Member of the Board of Directors and Chairman of the Audit Committee of EDP Renováveis, S.A.
Alfredo José Silva de Oliveira Baptista	Member of the Board of Directors and the Audit Committee of Portugal Telecom, SGPS, S.A.
Shakhaf Wine	Member of the Board of Directors of Portugal Telecom, SGPS, S.A., Telemar Participações S.A. and Oi S.A.; Chief Executive Officer of Bratel Brasil S.A.; Vice President of Pasa Participações S.A., EDSP75 Participações S.A. and AG Telecom Participações S.A.	Av. Borges de Medeiros, 633, cj. 301, Lagoa, Rio de Janeiro/RJ, Brazil
José Guilherme Xavier de Basto	Member of the Board of Directors and Audit Committee of Portugal Telecom
Mário João de Matos Gomes	Member of the Board of Directors and Audit Committee of Portugal Telecom
Gerald Stephen McGowan	Member of the Board of Directors of Portugal Telecom; Former Ambassador of the United States to Portugal	4903 Rock Spring Road, Arlington, Virginia 22207, United States of America
Rafael Luís Mora Funes	Member of the Board of Directors of Portugal Telecom Member of the Board of Directors of Oi S.A. Chairman of Webspectator	Rua Vitor Cordon, 19, 1200-482,Lisboa, Portugal
Maria Helena Nazaré	Member of the Board of Directors of Portugal Telecom, SGPS, S.A.; Chairman of the European University Association; Former President of the University of Aveiro, Portugal	Universidade de Aveiro, Pavilhão III, Campus Universitário de Santiago, 3810-193, Aveiro, Portugal

2-1

NAME	PRINCIPAL OCCUPATION OR EMPLOYMENT	BUSINESS ADDRESS
Milton Almicar Silva Vargas	Member of the Board of Directors of Portugal Telecom, SGPS, S.A.; Member of the Boards of Directors of Helbor Empreendimentos Imobiliários S.A., Cielo S.A., and Monteiro Aranha S.A.; Member of the Comitê de Aquisições e Fusões (CAF)	Centro Empresarial Rio Negro — Al. Rio Negro 585 — Bloco A, sala 104, Barueri, SP, Brazil
Nuno Rocha dos Santos de Almeida e Vasconcellos	Member of the Board of Directors of Portugal Telecom, SGPS, S.A.; Chairman of the Boards of Directors of Rocha dos Santos Holding, SGPS, S.A. and Ongoing Strategy Investments, SGPS, S.A.	Av. das Nações Unidas, 11633, 8th floor, São Paulo, Brazil
Jorge Telmo Maria Freire Cardoso	Member of the Board of Directors of Portugal Telecom, SGPS, S.A.; Member of the Board of Directors of Novo Banco, S.A.
Rolando António Durão Ferreira de Oliveira	Member of the Board of Directors of Portugal Telecom, SGPS, S.A.; Vice President Controlinveste, SGPS, S.A.; Chairman of the Board of Directors Cosmos - Viagens e Turismo, S.A.; Member of the Board of Directors of Sport TV Portugal, S.A., Associação Portuguesa para o Desenvolvimento das Comunicações (APDC), and Global Noticias Media Group, S.A.	Rua Abranches Ferrão, 10, 12º andar, 1600-001, Lisboa, Portugal
Marco Norci Schroeder	Member of the Board of Directors of Portugal Telecom, SGPS, S.A.; Vice President and Chief Financial Officer of PT Portugal, SGPS, S.A.; Chairman of the Audit Committee of Fundação Atlântico de Seguridade Social	Rua Humberto de Campos, 425, 8th Floor, Rio de Janeiro, RJ, Brazil
Francisco Ravara Cary	Member of the Board of Directors of Portugal Telecom, SGPS, S.A.; Member of the Board of Directors of Novo Banco, S.A.	Avenida da Liberdade, 195, 15º andar, 1250-142, Lisboa, Portugal
Eurico de Jesus Teles Neto	Member of the Board of Directors of Portugal Telecom, SGPS, S.A.; Chief Legal Officer of Oi S.A.	Rua Humberto de Campos, 425, 8th Floor, Rio de Janeiro, RJ, Brazil
João Manuel Pisco de Castro	Member of the Board of Directors of Portugal Telecom, SGPS, S.A.; Vice-President of Grupo Visabeira SGPS, S.A.	Avenida Almirante Gago Coutinho, 78, 1700-031, Lisboa, Portugal
Executive Officers (other than those who are also members of the Board of Directors)
Luis Manuel da Costa de Sousa Macedo	General Secretary of Portugal Telecom, SGPS, S.A.

2-2

BRATEL B.V.

All of the following persons are citizens of the Netherlands, except Carlos Manuel Mendes Fidalgo Moreira da Cruz and Pedro Guimarães e Melo de Oliveira Guterres, who are citizens of the Republic of Portugal.

NAME	PRINCIPAL OCCUPATION OR EMPLOYMENT	BUSINESS ADDRESS
Board of Directors
Carlos Manuel Mendes Fidalgo Moreira da Cruz	Manager of the Finance Department of Portugal Telecom, SGPS, S.A.; Managing Director A of Bratel B.V.	Avenida Fontes Pereira de Melo, 40, 1069-300, Lisboa, Portugal
Marlon Antonio Hironimo Martis	Managing Director B of Bratel B.V.	Naritaweg 165 Telestone 8, 1043BW, Amsterdam, The Netherlands
Trust International Management (T.I.M.) B.V.	Managing Director B of Bratel B.V.	Naritaweg 165 Telestone 8, 1043BW, Amsterdam, The Netherlands
Pedro Guimarães e Melo de Oliveira Guterres	Managing Director A of Bratel B.V.; Executive Director of Bratel Brasil S.A. and Telemar Participações S.A.	Av. Borges de Medeiros, 633, cj. 301, Lagoa, Rio de Janeiro, RJ, Brazil

2-3

BRATEL BRASIL S.A.

All of the following persons are citizens of the Federative Republic of Brazil, except Pedro Guimarães e Melo de Oliveira Guterres, who is a citizen of the Republic of Portugal. The business address for each of the following persons is Av. Borges de Medeiros, 633, cj. 301, Lagoa, Rio de Janeiro, RJ, Brazil.

NAME	PRINCIPAL OCCUPATION OR EMPLOYMENT
Board of Directors
Shakhaf Wine	Chief Executive Officer of Bratel Brasil S.A.; Member of the Board of Directors of Portugal Telecom, SGPS, S.A., Telemar Participações S.A. and Oi S.A.; Vice President of Pasa Participações S.A., EDSP75 Participações S.A., and AG Telecom Participações S.A.
Pedro Guimarães e Melo de Oliveira Guterres	Managing Director A of Bratel B.V.; Executive Director of Bratel Brasil S.A. and Telemar Participações S.A.
Anna Laura Baraf Svartman	Executive Director of Bratel Brasil S.A.

2-4

EX-99.43

Exhibit 43

This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese, and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.

PRIVATE INSTRUMENT FOR THE ASSIGNMENT OF RIGHTS AND OBLIGATIONS AND OTHER COVENANTS

AMONG

PT INTERNATIONAL FINANCE B.V.

AND

PT PORTUGAL SGPS, S.A.

AND, ADDITIONALLY,

PORTUGAL TELECOM, SGPS S.A.

TELEMAR PARTICIPAÇÕES S.A.

AND

OI S.A.

DATED MARCH 24, 2015

PRIVATE INSTRUMENT FOR THE ASSIGNMENT OF RIGHTS AND OBLIGATIONS AND OTHER COVENANTS

By way of this instrument, the parties:

on the one side,

1.PORTUGAL TELECOM INTERNATIONAL FINANCE B.V., a company incorporated under and governed by the laws of the Netherlands, headquartered in Amsterdam, the Netherlands, with principal offices in Naritaweg 165, 1043 B W Amsterdam, the Netherlands, registered with the Amsterdam Chamber of Commerce under number 34108060, acting as a party hereto pursuant to its Bylaws (“PT Finance”);

and, on the other,

2.PT PORTUGAL, SGPS, S.A., a Portuguese corporation (sociedade anônima), headquartered at Avenida Fontes Pereira de Melo, No. 40, in the district of São Jorge de Arroios, 1069-300 Lisbon, Portugal, registered as a legal entity under No. 507690737, with a capital stock of EUR 3,450,000,000.00 (three billion four hundred fifty million euros), acting as a party hereto pursuant to its Bylaws (“PT Holding”);

The parties identified above hereinafter shall be called, individually, “Party,” and jointly, “Parties,”

and, further, as “Intervening Parties”

3.PORTUGAL TELECOM, SGPS S.A., a publicly held corporation governed by Portuguese law (sociedade aberta de direito português), headquartered at Avenida Fontes Pereira de Melo, No. 40, in the district of São Jorge de Arroios, Lisbon, registered as a legal entity under No. 503215058, with a capital stock of EUR 26,895,375 (twenty-six million, eight hundred ninety-five thousand, three hundred seventy-five euros), acting as a party hereto pursuant to its Bylaws (“PT SGPS”);

4.OI S.A., a Brazilian corporation (sociedade por ações), headquartered in the City and State of Rio de Janeiro, at Rua do Lavradio No. 71, 2nd floor, Downtown, registered with the CNPJ/MF under No. 76.535.764/0001-43, acting as a party of hereto pursuant to its Bylaws (“Oi”); and

5.TELEMAR PARTICIPAÇÕES S.A., a publicly held company (companhia aberta) headquartered at Praia de Botafogo No. 300, 11th floor, room 1101 (part), Botafogo, City of Rio de Janeiro, RJ, registered with the CNPJ/MF under no. 02.107.946/0001-87, acting as a party hereto pursuant to its Bylaws, (“Telemar Participações” or “CorpCo”);

(Private Instrument for the Assignment of Rights and Obligations and Other Covenants executed on 03/24/2015)

1

WHEREAS:

(i)On September 8, 2014, PT Finance, PT Holding and PT SGPS and, additionally, Oi and Telemar Participações, executed the Exchange Agreement and Other Covenants (“the Exchange Agreement”), whereby PT Finance and PT Holding agreed to transfer to PT SGPS, subject to fulfillment of certain conditions precedent, the bonds issued by Rio Forte Investments, S.A. (“Rio Forte”) in the amount of €897 million (eight hundred ninety-seven million euros) (“Bonds”) held by them, and in return, PT SGPS agreed to transfer to PT Finance and PT Holding common and preferred shares issued by Oi (“Exchange”);

(ii)On the same date, PT Finance, PT Holding and PT SGPS and , additionally, Telemar Participações and Oi, executed the Call Option Agreement and Other Covenants (“Call Option Agreement” and, together with the Exchange Agreement, the “Agreements”), through which PT Finance and PT Holding granted to PT SGPS, subject to fulfillment of a condition precedent, an option to acquire common and preferred shares of Oi or CorpCo, as appropriate, to be exercised by PT SGPS, within six (6) years (“Call Option”) as provided in the Call Option Agreement;

(iii)PT Holding and PT Finance made commitments to PT SGPS in the Exchange Agreement and Call Option Agreement;

(iv)On December 9, 2014, Oi and Altice Portugal S.A. (“Altice PT”), and, additionally, Altice S.A. (together with Altice PT, “Altice”), executed the agreement for sale and purchase of the totality of shares issued by PT Holding to Altice PT, involving substantially all of the operations conducted by PT Holding in Portugal and Hungary (“Sale and Purchase Agreement”);

(v)The Sale and Purchase Agreement provides that there shall be no sale to Altice of certain assets of PT Holding, including investments held by PT Holding in Rio Forte, which are the object of the Exchange and, further, that the actual sale of the shares from PT Holding is still subject to the completion of a corporate reorganization in order to delimit the businesses to be divested and segregate the investments from PT Holding that will not be sold, which include Rio Forte bonds that should not be included in the assets of PT Holding;

(vi)As a result, the Parties recognize the need to transfer the Bonds belonging to PT Holding and all the rights attached to them held in the aggregate principal amount of €200,000,000.00 (two hundred million euros) (“PTP Bonds”) from PT Holding to PT Finance, which will carry out the exchange with PT SGPS;

2

(vii)Furthermore, the Parties recognize that it is necessary to amend the terms of the Agreements to reflect the fact that Oi and PT Finance shall be jointly and severally liable for all obligations undertaken by PT Holding to PT SGPS through the Agreements and as a result, PT Holding shall be free from any and all obligation undertaken by the Agreements;

(viii)PT Holding seeks to fully assign to Oi and PT Finance all rights and obligations arising from the Agreements, and PT Finance and Oi seek to subrogate themselves to PT Holding in those rights and obligations;

(ix)PT SGPS and Telemar Participações have no reason to oppose such assignment and subrogation;

The Parties resolve to execute this Private Instrument for the Assignment of Rights and Other Covenants (the “Agreement”), which shall be governed by the provisions described below:

CLAUSE 1

TRANSFER OF PTP BONDS

1.1On this date, PT Holding undertakes to, on or before March 31, 2015, assign and transfer to PT Finance all of the PTP Bonds, upon execution and delivery by all the Parties of any and all documents necessary for carrying out such assignment and transfer, including any necessary assignment and transfer to the institution where the PTP Bonds are held in custody.

1.2Oi and PTIF hereby undertake to indemnify, hold harmless, defend and maintain PT SGPS harmless from any and all loss (including costs, interest and penalties, as well as reasonable legal fees), liability, harm, damage and expense of any kind, that may be incurred by PT SGPS, resulting, directly or indirectly, from the transfer of the PTP bonds to PTIF, as provided in Clause 1.1.

CLAUSE 2

ASSIGNMENT OF RIGHTS AND OBLIGATIONS RELATING TO THE AGREEMENTS

2.1 Once the transfer set forth in Clause 1.1 (“Condition Precedent”) has been implemented, all rights, responsibilities and obligations undertaken by PT Holding through the Agreements shall be considered automatically and fully assignable and transferable by PT Holding to PT Finance, freely and without any charge of any kind, so that PT Finance shall assume all of the rights, responsibilities and obligations from PT Holding under the Agreements pursuant to the terms thereof, with Oi being jointly and severally liable with PT Finance for all of these rights, responsibilities and obligations.

3

2.2The Parties hereby agree that the assignment and transfer provided for in clause 2.1 above are without prejudice to, and do not effect in any way, the rights, discharges and waivers granted by PT Holding in favor of PT SGPS under the Agreements, or the discharges, waivers and rights that PT Holding is a beneficiary of under Clause 5 of the Exchange Agreement, with PT Holding remaining as grantor and beneficiary thereof pursuant to the same terms provided for in such Clause 5.

2.3PT SGPS, Oi and TmarPart hereby acknowledge and agree with the assignment and subrogation described in this Clause, and have no reason to oppose anything herein.

2.4Given the assignment agreed herein, PT Holding shall no longer be a party to the Agreements, receiving from the other Parties discharge with respect to all of its obligations and rights under Clause 3.

CLAUSE 3

DISCHARGE

3.1.Subject to fulfillment of the Condition Precedent, as provided herein, PT Finance, Telemar Participações, Oi and PT SGPS grant to PT Holding, full, irreducible, general and irrevocable release from the rights and obligations provided for in the Agreements currently assigned by PT Holding to PT Finance, and have no basis to make a claim, in the present, past or future in this respect, on any grounds.

3.2.Subject to fulfillment of the Condition Precedent, as provided herein, PT Holding grants to Telemar Participações, Oi and PT SGPS, full, irreducible, general and irrevocable release from the rights and obligations provided for in the Agreements currently assigned by PT Holding to PT Finance, and has no basis to make a claim, in the present, past or future in this respect, on any grounds.

CLAUSE 4

FINAL DISPOSITIONS

4.1. PT Finance and the Intervening Parties hereby agree that only shares of Oi represented by certificates of deposit, including but not limited to, American Depositary Receipts, may be subject to the Exchange.

4.1.1.Notwithstanding Clause 1.5 of the Call Option Agreement, PT Finance, Oi and CorpCo acknowledge that, in case of total or partial exercise of the Call Option, PT SGPS, at its sole discretion, may indicate that it intends to receive shares issued by Oi, and not American Depositary Receipts.

4.1.2.Once PT SGPS provides notification via an Exercise Notice that it intends to receive shares, and not American Depositary Receipts, PT Finance shall have until the 6th

4

(sixth) Business Day from the Exercise Date to transfer to PT SGPS the number of shares that are the object of the Call Option indicated in the Exercise Notice, subject to the provisions of Clause 1.5 of the Call Option Agreement. Capitalized terms in this Clause and not defined in this Agreement shall have the meanings assigned to them in the Call Option Agreement.

4.1.3. PT Finance and Oi hereby represent and warrant to PT SGPS that any deposit of the shares that are the object of the Exchange with The Bank of New York Mellon, with the consequent issuance of the respective certificates of deposit (American Depositary Receipts), as well as the transfer of the certificates of deposit by PT SGPS to PT Finance, shall not incur any cost or expense of any nature, to PT SGPS.

4.2.Any communication, notice or subpoena relating to this Agreement, including notice of arbitration, shall be deemed delivered when received by the other Party (i) by registered mail, through a reputable courier company, at the time of effective receipt at the address(es) indicated below, (ii) at the time delivered, if delivered by hand, or (iii) on the date of confirmation of receipt of transmission issued by a fax machine, when faxed, as applicable, to the addresses and telephone/fax numbers shown below (or any other address or telephone/fax number as may be indicated by a Party, in writing, to the other Parties):

To Oi, PT Finance or PT Holding:

Attention: Bayard De Paoli Gontijo

Address: Rua Humberto de Campos, n.º 425, 8º andar, Leblon, CEP 22430-190, Rio de Janeiro, RJ, Brazil

Telephone: +55 21 3131-2972

Fax: +55 21 3131-1155

Flavio Nicolay Guimarães

Address: Rua Humberto de Campos, n.º 425, 7º andar, Leblon, CEP 22430-190, Rio de Janeiro, RJ, Brazil

Telephone: +55 21 3131-2227

Fax: +55 21 3131-1383

With copy to:

Eurico de Jesus Teles Neto

Address: Rua Humberto de Campos, n.º 425, 8º andar, Leblon, CEP 22430-190, Rio de Janeiro, RJ, Brazil

Telephone: +55 21 3131-1207

Fax: +55 21 3131-1155

5

To PT SGPS:

Attention: General Secretary

Avenida Fontes Pereira de Melo No. 40, Freguesia de São Jorge de Arroios, Lisbon, Portugal

To Telemar Participações:

Attention: Mr. Fernando Magalhães Portella

Praia de Botafogo No. 300, sala 1101, Botafogo, Rio de Janeiro, RJ, Brazil

4.2.1. Any Party may change the address to which notice shall be sent by written notice to the other Parties in accordance with this Clause 4.2, it being however specified that for the purposes of this provision, the notice shall be deemed to have been received only upon acknowledgment of receipt by each of the other Parties.

4.3.This Agreement contains the entire agreement and understanding in respect of the subject matter hereof among the contracting Parties and specifically supersede any prior understanding of the Parties regarding the subject matter hereof, it being understood that all terms and conditions provided in the Exchange Agreement and the Call Option Agreement that have not been altered by this Agreement remain in force and are hereby ratified by the Parties.

4.4.This Agreement may only be amended, replaced, cancelled, renewed, or extended and its terms may only be waived through a written instrument signed by all Parties or, in the case of a waiver, by the Party waiving the respective right. No waiver, termination or discharge of this Agreement, or of any of its terms or provisions, shall be binding upon any of the contracting Parties unless confirmed in writing. Any delay in exercising any right, power or privilege provided in this Agreement shall not be considered a waiver of such right, power, or recourse; nor shall the total or partial waiver of any right, power, recourse, or privilege preclude any other subsequent exercise of such right, recourse, power or privilege.

4.5.This Agreement shall be binding upon and benefit the Parties and their respective successors. This Agreement (and the rights and obligations provided herein) may not be assigned by any Party without the prior written consent of all the other Parties.

4.6.If any term or provision of this Agreement is declared void, invalid or ineffective, the Parties shall negotiate in good faith to replace the invalidated provisions with others that reflect, to the extent possible, the intention represented therein.

4.7.As provided for in Clause 4.1.1, the Parties shall bear their respective direct and indirect expenses incurred in connection with the negotiation and preparation of this Agreement and the consummation of the matters set forth herein.

6

4.7.1 Notwithstanding the other provisions in this Agreement, all taxes incident to the transactions contemplated by this Agreement and to any capital gain (collectively, the “Taxes”), shall be the responsibility of the Party to whom the obligation is imposed by law, and such Party shall present any and all returns and other documents relating to the Taxes for which it is responsible.

4.8.The Parties to this Agreement understand and agree that all the terms and conditions established by this Agreement shall be subject to specific performance, as provided for in the Brazilian Code of Civil Procedure.

4.9.The Parties to this Agreement acknowledge that this Agreement constitutes an extrajudicial enforcement instrument (título executivo extrajudicial), under the terms of article 585, II, of the Brazilian Code of Civil Procedure.

4.10.This Agreement as signed is irrevocable and irreversible, and constitutes legal valid and binding obligations, which shall be binding upon and enforceable to the benefit of the contracting Parties and their respective successors.

4.11.The Parties undertake to respect the confidentiality of the information contained in this Agreement that qualifies as confidential information, and shall disclose the terms pertaining to the transactions that are the subject matter of this Agreement strictly to the extent necessary to fulfill legal or regulatory requirements to which the Parties are subject.

4.12.This Agreement shall be governed by and interpreted in accordance with the laws of the Federative Republic of Brazil.

CLAUSE 5

CONFLICT RESOLUTION

5.1The Parties shall make an effort to resolve amicably and by consensus any controversy of any nature related directly or indirectly relating to this Agreement involving any of the Parties (“Conflict”).

5.2If, after discussing for a period of 10 (ten) Business Days, the Parties fail to reach an amicable solution and consensus in relation to the Conflict, then such Conflict shall be settled by arbitration, to be conducted before and administered by the Câmara de Arbitragem da Câmara de Comércio Brasil-Canadá (the “Chamber”).

5.3The arbitration shall be conducted in accordance with the Chamber’s procedural standards in effect at the time of the arbitration.

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5.4The arbitration shall be administered by an arbitral tribunal consisting of three arbitrators, it being specified that the chair of the tribunal shall be registered with the Ordem dos Advogados do Brasil (the “Arbitral Tribunal”).

5.4.1 Each Party involved will appoint one arbitrator. If there is more than one claimant, the claimants shall appoint a single arbitrator by mutual agreement; similarly, if there is more than one respondent, the respondents shall appoint a single arbitrator by mutual agreement. The third arbitrator, who will preside over the Arbitral Tribunal, will be selected by mutual agreement of the arbitrators appointed by the Parties involved.

5.4.2 Any omission, refusal, dispute, doubt and disagreement with respect to the appointment of the arbitrators by the Parties involved or to the choice of the third arbitrator shall be settled by the Arbitral Chamber.

5.4.3 The procedures provided for in this Clause shall also apply when replacing an arbitrator.

5.5The arbitration shall take place in the City of Rio de Janeiro, in the State of Rio de Janeiro, and the Arbitral Tribunal may, with cause, decide to carry out certain specific actions in different locations.

5.5.1The arbitration shall be conducted in Portuguese.

5.5.2The arbitration shall follow the rules of law (de direito), applying the rules and principles of the legal system of the Federative Republic of Brazil.

5.5.3The arbitration shall have a term of 6 (six) months, which period may be extended for cause by the Arbitral Tribunal.

5.5.4The arbitration will be confidential.

5.6The Arbitral Tribunal shall allocate between the Parties, in accordance with criteria of sucumbência, reasonability and proportionality, the payment and reimbursement of (i) any fees and other amounts due, paid or reimbursed to the Chamber, (ii) any fees and other amounts due, paid or reimbursed to the arbitrators, (iii) any fees and other amounts due, paid or reimbursed to the experts, translators, interpreters, stenographers and any other assistants as may have been appointed by the Arbitral Tribunal, (iv) any fees and expenses of the lawyers hired by the parties, to be reasonably established by the Arbitral Tribunal based on the receipts presented by the parties; (v) any reasonable travel expenses and fees of assistants or technical witnesses; and (vi) any damages for litigation in bad faith. The Arbitral Tribunal shall not require any of the Parties involved to pay or reimburse contractual fees based on the success of the demand (ad exitum).

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5.7Arbitral decisions shall be final and binding, neither requiring judicial ratification nor admitting any appeal, except for requests for correction (pedidos de correção) and requests for clarification to the Arbitral Tribunal as provided for under art. 30 of Law nº 9.307/96 and any annulment suit based on art. 32 of Law nº 9.307/96.

5.8Before the Arbitral Tribunal is seated, any of the Parties involved may petition the courts for preliminary injunctions and advance relief, although any such petition shall not affect the existence, validity and efficacy of this arbitration clause, nor represent a waiver of the obligation to submit the Conflict to arbitration. After the Arbitral Tribunal is seated, any petitions for preliminary injunctions or advance relief shall be directed to the Arbitral Tribunal.

5.9For the purposes of (i) preliminary injunctions and advance relief before the Arbitral Tribunal is seated, (ii) enforcement of the decisions of the Arbitral Tribunal, including the final award and any partial award, (iii) any annulment suit based on art. 32 of Law nº 9.307/96, and (iv) any conflicts which, under Brazilian law cannot be settled through arbitration, the Forum of the Judicial District of Central Rio de Janeiro is elected as the sole jurisdiction, waiving all others, however special or privileged they may be.

IN WITNESS WHEREOF, the Parties cause 5 (five) originals of this Agreement, of equal substance and form, to be signed before 2 (two) witnesses.

Rio de Janeiro, March 24, 2015.

[Remainder of the page intentionally left blank]

9

[Signature Page for the Private Instrument for the Assignment of Rights and Obligations and Other Covenants executed on 03/24/2015)

PORTUGAL TELECOM INTERNATIONAL FINANCE B.V.		PT PORTUGAL SGPS, S.A.
/s/ Flavio Nicolay / J.P.V.G Visser		/s/ Marco Norci Schroeder / Flavio Nicolay
Name:	Flavio Nicolay / J.P.V.G Visser	Name:	Marco Norci Schroeder / Flavio Nicolay
Title:		Title:
PORTUGAL TELECOM, SGPS S.A.
/s/ Rafael Luís Mora Funes		/s/ Shakhaf Wine
Name:	Rafael Luís Mora Funes	Name:	Shakhaf Wine
Title:		Title:
OI S.A.
/s/ Eurico Teles		/s/ Jason Inácio
Name:	Eurico Teles	Name:	Jason Inácio
Title:		Title:
TELEMAR PARTICIPAÇÕES S.A.
/s/ Fernando Magalhães Portella		/s/ José Augusto da Gama Figueira
Name:	Fernando Magalhães Portella	Name:	José Augusto da Gama Figueira
Title:		Title:
Witnesses:
Name:		Name:
CPF:CPF:

10

EX-99.44

Exhibit 44

This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese, and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.

1ST AMENDMENT TO THE

CALL OPTION AGREEMENT, AND OTHER COVENANTS

AMONG

PORTUGAL TELECOM INTERNATIONAL FINANCE B.V.

AND

PORTUGAL TELECOM, SGPS S.A.

AND, FURTHER,

TELEMAR PARTICIPAÇÕES S.A.

AND

OI S.A.

DATED MARCH 31, 2015

1ST AMENDMENT TO THE CALL OPTION AGREEMENT,

AND OTHER COVENANTS

By this instrument, the parties:

on the one side,

1.PORTUGAL TELECOM INTERNATIONAL FINANCE B.V., a company incorporated under and governed by the laws of the Netherlands, headquartered in Amsterdam, the Netherlands, and with principal offices in Naritaweg 165, 1043 BW Amsterdam, the Netherlands, registered with the Amsterdam Chamber of Commerce under n.º 34108060, duly represented for the purposes hereof pursuant to its Bylaws (“PT Finance”);

and on the other,

2.PORTUGAL TELECOM, SGPS S.A., a publicly held corporation governed by Portuguese law (sociedade aberta de direito português), headquartered at Avenida Fontes Pereira de Melo, n.º 40, in the district of São Jorge de Arroios, Lisbon, registered as a legal entity under n.º 503215058, with a capital stock of EUR 26,895,375 (twenty-six million, eight hundred ninety-five thousand, three hundred seventy-five Euros), duly represented for the purposes hereof pursuant to its Bylaws (“PT SGPS”);

and, further,

3.OI S.A., a Brazilian corporation (sociedade por ações) headquartered in the City and State of Rio de Janeiro, at Rua do Lavradio nº. 71, 2nd floor, Downtown, registered with the CNPJ/MF under n°. 76.535.764/0001-43, duly represented for the purposes hereof pursuant to its Bylaws (“Oi”); and

4.TELEMAR PARTICIPAÇÕES S.A., a publicly held company (companhia aberta) headquartered at Praia de Botafogo nº. 300, 11th floor, room 1101 (part), Botafogo, City of Rio de Janeiro, RJ, registered with the CNPJ/MF under n.º 02.107.946/0001-87, duly represented for the purposes hereof pursuant to its Bylaws (“Telemar Participações”);

the parties described above shall also be referred to herein, individually, a “Party,” or together, the “Parties;” and

WHEREAS:

(i)On September 8, 2014, the Parties entered into a Call Option Agreement and Other Covenants (the “Agreement”), whereby PT Finance granted PT SGPS an irrevocable, irreversible, personal and non-transferable option, in any way, to acquire, collectively, 142,304,616 (one hundred and forty-two million, three hundred and four thousand, six hundred and sixteen) shares issued by Oi, of which 47,434,872 (forty-seven million, four hundred and thirty-four thousand, eight hundred and seventy-two) are common shares and 94,869,744 (ninety-four million, eight hundred and sixty-nine thousand, seven hundred and forty-four) are preferred shares issued by Oi (collectively, the “Option Shares”);

(Call Option Agreement and Other Covenants executed on March 31, 2015)

1

(ii)The Parties wish to amend the provisions in Clause 5.5.1 of the Agreement, under the terms of this Amendment, to establish the possibility that PT SGPS may assign, transfer, create or grant rights that are related to the Call Option or, furthermore, grant guarantees on the Call Option.

The Parties RESOLVE to execute this First Amendment to the Call Option Agreement, and Other Covenants (the “Amendment”), which will be governed by the provisions described below:

CLAUSE 1

AMENDMENTS TO CLAUSE 5.5.1

1.1.Subject to Approvals, the Parties decide to amend Clause 5.5.1 of the Agreement, which shall read as follows:

“5.5.1  “Transfer of Call Option.  PT SGPS may assign or transfer in any way the Call Option, provided that such assignment or transfer involves at least ¼ of the Option Shares, without prior consent of Oi, and PT SGPS may freely use the proceeds from such transactions.

5.5.1.1. Pursuant to the provisions in clause 5.5.1, PT SGPS may not create or assign any rights related to the Call Option or, furthermore, grant guarantees on the Call Option, without prior and express consent from Oi.

5.5.1.2. Right of First Refusal. Oi shall have the Right of First Refusal to acquire the Call Option, as describe in this Agreement. For the purposes of this Agreement, “Right of First Refusal” refers to the right that Oi has if PT SGPS decides to sell, assign, transfer, grant to the capital stock of another entity, convey or, in any way, divest or dispose of the Call Option.

5.5.1.3 If PT SGPS receives a binding proposal (the “Proposal”) from a third party (the “Proponent”) to sell, assign, transfer, whether free or not, grant to the capital stock of another company, convey or, in any way, divest or dispose of the Call Option, PT SGPS shall notify Oi in writing (“Notice”) by offering the Call Option portion it intends to sell, informing the price, which shall be stated in currency or currency equivalent, the place of payment and all other terms and conditions of the Proposal (including the name of the Proponent, its full qualifications and its commitment to join this Agreement (except concerning Clauses 1.9 and 1.10, which are solely applicable to PT SGPS), which shall be irrevocable and irreversible and shall be accompanied by (i) the submission of the guarantees of payment for the full price set forth in the Proposal and (ii) applicable corporate authorizations to conduct such transaction. PT SGPS shall also confirm its irrevocable and irreversible decision to accept the Proposal, which must be attached to the Notice.

5.5.1.4. The use of the Right of First Refusal by Oi cannot be partial.

5.5.1.5. Within 20 (twenty) days from the date Oi receives the Notification, Oi shall, in its turn, send a written notification (“Notification”) to PT SGPS, indicating that:

(a) it wishes to use its Right of First Refusal on the Call Option; or

(b) it wishes to waive its Right of First Refusal (in case of absence of such Notification, within the established deadline, shall be understood as waiving its Right of First Refusal).

5.5.1.6.In case Oi submits a Notification to exercise its Right of First Refusal on the Call Option within the deadline established in Clause 5.5.1.5, the Call Option shall be sold and the purchase price paid

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within 5 (five) days after receipt of the Notification, while Oi may, at its discretion, pay the Call Option price in common shares issued by Oi held in treasury. For this purpose, the common share price used to calculate the number of shares to be given by Oi as payment shall correspond to the weighted average share price by volume over the 5 (five) previous trading sessions prior to the date the Notification is submitted by Oi.

5.5.1.7.If Oi does not use its Right of First Refusal within the deadline established under Clause 5.5.1.4 herein above, PT SGPS will be free to sell the Call Option, pursuant to the provisions in the Proposal, within 30 (thirty) days after the end of the deadline established under Clause 5.5.1.6 herein above.

5.5.1.8.Any sale, transfer, assignment, divestiture or disposal of the Call Option that violates the provisions under Clause 5.5.1 herein shall be null and ineffective.”

CLAUSE 2

CONDITION PRECEDENT

2.1.Condition Precedent.  The Parties acknowledge that this Agreement is entered into subject under a precedent condition, on the terms of Article 125 et seq. of the Civil Code, and shall only come into effect after (i) authorization has been obtained from the Brazilian Securities Commission (Comissão de Valores Mobiliários, or “CVM”) to give effect to the amendment provided in Clause 1, if necessary and pursuant to the provision in Clause 2.1.1 hereunder; and (ii) the general meeting of Oi’s shareholders, with the grant of voting rights to the preferred shareholders at such meeting, having approved the terms of this Amendment (collectively, the “Approvals”).

2.1.1If CVM imposes any restriction or constraint to the exercise of the Right of First Refusal by Oi pursuant to the terms herein, without, however, prevent Oi of granting PT SGPS authorization to assign or transfer the Call Option as provided under Clause 5.5.1 herein above, the conditions established in item (i) of Clause 2.1 herein above shall be considered as being fulfilled, and once the condition provided in item (ii) of the same Clause has been fulfilled, the authorization shall be considered valid and effective, independent of the exercise of the Right of First Refusal by Oi.

2.1.2Oi hereby commits to convene the general meeting of its shareholders as provided under Clause 2.1 (ii) above (“Call Option AGE”) on or before August 31, 2015, to be held on or before September 30, 2015.

CLAUSE 3

REPRESENTATIONS AND WARRANTIES

3.1.PT SGPS’ Representations and Warranties.  PT SGPS hereby represents and warrants to Oi, to PT Finance, to PT Holding and to CorpCo that it has obtained all the necessary authorizations to execute this Agreement.

3.2.Oi’s Representations and Warranties.  Oi, PT Finance, and Telemar Part hereby represent and warrant to PT SGPS that, except for the Approvals, they have obtained all the necessary approvals to execute this Agreement.

3

CLAUSE 4

TERMINATION

4.1.The terms and conditions in capital letters and without express definitions in this Amendment shall have the meanings given in the Agreement.

4.2.All the other terms and conditions established in this Agreement remain in effect and are hereby ratified by the Parties.

4.3.This Amendment is irrevocable and irreversible with respect to the signatories and their respective successors in any way.

IN WITNESS WHEREOF, the Parties signed 4 (four) originals of this Agreement, of equal substance and form, before 2 (two) witnesses.

Rio de Janeiro, March 31, 2015.

(Signature pages to follow)

4

1ST AMENDMENT TO CALL OPTION AGREEMENT, AND OTHER COVENANTS ENTERED INTO AMONG PORTUGAL TELECOM INTERNATIONAL FINANCE B.V., PORTUGAL TELECOM, SGPS, S.A., TELEMAR PARTICIPAÇÕES S.A. AND OI S.A., ON MARCH 31, 2015.

SIGNATURE PAGE 1/5

PT INTERNATIONAL FINANCE B.V.

/s/ Bayard de Paoli Gontijo		/s/ Marco Norci Schroeder
Name:	Bayard de Paoli Gontijo	Name:	Marco Norci Schroeder
Title:		Title:

5

1ST AMENDMENT TO CALL OPTION AGREEMENT, AND OTHER COVENANTS ENTERED INTO AMONG PORTUGAL TELECOM INTERNATIONAL FINANCE B.V., PORTUGAL TELECOM, SGPS, S.A., TELEMAR PARTICIPAÇÕES S.A. AND OI S.A., ON MARCH 31, 2015.

SIGNATURE PAGE 2/5

PORTUGAL TELECOM, SGPS, S.A.

/s/ Rafael Luís Mora Funes		/s/ Shakhaf Wine
Name:	Rafael Luís Mora Funes	Name:	Shakhaf Wine
Title:		Title:

6

1ST AMENDMENT TO CALL OPTION AGREEMENT, AND OTHER COVENANTS ENTERED INTO AMONG PORTUGAL TELECOM INTERNATIONAL FINANCE B.V., PORTUGAL TELECOM, SGPS, S.A., TELEMAR PARTICIPAÇÕES S.A. AND OI S.A., ON MARCH 31, 2015.

SIGNATURE PAGE 3/5

TELEMAR PARTICIPAÇÕES S.A.

/s/ Fernando Magalhães Portella		/s/ José Augusto da Gama Figueira
Name:	Fernando Magalhães Portella	Name:	José Augusto da Gama Figueira
Title:		Title:

7

1ST AMENDMENT TO CALL OPTION AGREEMENT, AND OTHER COVENANTS ENTERED INTO AMONG PORTUGAL TELECOM INTERNATIONAL FINANCE B.V., PORTUGAL TELECOM, SGPS, S.A., TELEMAR PARTICIPAÇÕES S.A. AND OI S.A., ON MARCH 31, 2015.

SIGNATURE PAGE 4/5

OI S.A.

/s/ Bayard de Paoli Gontijo		/s/ Eurico de Jesus Teles Neto
Name:	Bayard de Paoli Gontijo	Name:	Eurico de Jesus Teles Neto
Title:		Title:

8

1ST AMENDMENT TO CALL OPTION AGREEMENT, AND OTHER COVENANTS ENTERED INTO AMONG PORTUGAL TELECOM INTERNATIONAL FINANCE B.V., PORTUGAL TELECOM, SGPS, S.A., TELEMAR PARTICIPAÇÕES S.A. AND OI S.A., ON MARCH 31, 2015.

SIGNATURE PAGE 5/5

Witnesses:

/s/ Íria Lúcia da S. Martins		/s/ Victor Guita Campinho
Name:	Íria Lúcia da S. Martins	Name:	Victor Guita Campinho
CPF:	728.352.737-00	CPF:	125.662.867-01
RG:	20.184.824 SSP/SP

9

EX-99.45

Exhibit 45

This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.

2ND AMENDMENT TO THE TEMPORARY VOTING AGREEMENT OF THE SHAREHOLDERS OF
OI S.A. AND TELEMAR PARTICIPAÇÕES S.A.EXECUTED ON FEBRUARY 19, 2014 AND AMENDED ON SEPTEMBER 8, 2014

AMONG

PORTUGAL TELECOM, SGPS S.A.

CARAVELAS FUNDO DE INVESTIMENTO EM AÇÕES

BRATEL BRASIL S.A.

AND TELEMAR PARTICIPAÇÕES S.A.

ANDRADE GUTIERREZ S.A.

JEREISSATI TELECOM S.A.

AND, AS INTERVENING PARTY,

OI S.A.

EXECUTED ON MARCH 31, 2015

2ND AMENDMENT TO THE TEMPORARY VOTING AGREEMENT OF THE SHAREHOLDERS OF OI S.A. AND CORPCO EXECUTED FEBRUARY 19, 2014 AND AMENDED ON SEPTEMBER 8, 2014

By this instrument:

1.PORTUGAL TELECOM, SGPS S.A., a publicly traded corporation, with headquarters at Av. Fontes Pereira de Melo No. 40, in the City of Lisbon, Portugal, Legal Entity Registration No. 503 215 058, herein represented in accordance with its By-Laws, hereinafter referred to as “Portugal Telecom SGPS”;

2.CARAVELAS FUNDO DE INVESTIMENTO EM AÇÕES, enrolled as taxpayer under CNPJ/MF No. 19.445.247/0001-40, managed by BTG Pactual Serviços Financeiros S.A. DTVM, with headquarters at Praia de Botafogo, No. 501 — 5th floor, part, in the City and State of Rio de Janeiro, enrolled at CNPJ under No. 59.281.253/0001-23, hereinafter referred to as “FIA”;

3.BRATEL BRASIL S.A., a Brazilian corporation (sociedade anônima) with headquarters in the city of São Paulo, State of São Paulo, at Rua Cubatão, No. 320, 4th floor, suite 03, enrolled as taxpayer under CNPJ/MF No. 12.956.126/0001-13, herein represented in accordance with its By-Laws, hereinafter referred to as “BRATEL BRASIL”

4.TELEMAR PARTICIPAÇÕES S.A., a publicly traded corporation, with headquarters at Praia de Botafogo No. 300, 11th floor, suite 1101 (part), Botafogo, City and State of Rio de Janeiro, enrolled as taxpayer under CNPJ/MF No. 02.107.946/0001-87, herein represented in accordance with its By-Laws, hereinafter referred to as “Telemar Participações” or “Corpco”;

5.ANDRADE GUTIERREZ S.A., a Brazilian corporation (sociedade por ações), with headquarters in the city of Belo Horizonte, State of Minas Gerais, at Av. do Contorno No. 8.123, Cidade Jardim, enrolled as taxpayer under CNPJ/MF No. 17.262.197/0001-30, herein represented in accordance with its By-Laws, hereinafter referred to as “AG S.A.”; and;

6.JEREISSATI TELECOM S.A., a Brazilian corporation (sociedade por ações) with headquarters in the city of São Paulo, State of São Paulo, at Rua Angelina Maffei Vita No. 200, 9th floor, enrolled as taxpayer under CNPJ/MF No. 53.790.218/0001-53, herein represented in accordance with its By-Laws, hereinafter referred to as “JEREISSATI TELECOM”

individually also referred to as a “Party” or “Shareholder” and jointly referred to as the “Parties” or “Shareholders,”

and, as “Intervening Party,”

7.OI S.A., a Brazilian corporation (sociedade por ações) with headquarters in the City and State of Rio de Janeiro, at Rua do Lavradio No. 71, 2nd floor, Centro, enrolled as taxpayer under CNPJ/MF No. 76.535.764/0001-43, herein represented in accordance with its By-Laws, hereinafter referred to as “Oi.”

2

WHEREAS:

I.On February 19, 2014 and on September 3, 2014, prior meetings of the shareholders of Corpco (“Prior Meetings”) were held, approving, among other measures, the integration of the shareholder bases of Oi and of Portugal Telecom SGPS into a single company, “Corpco,” the shareholder base of which would have been dispersed, the capital of which would have been divided into only one class of common shares traded on the Brazilian Stock, Commodities and Futures Exchange (“BMF&BOVESPA”), Euronext Lisbon and the NYSE, and the company would have adhered to the rules of corporate governance of the Novo Mercado section of the BMF&BOVESPA (the “Transaction”);

II.Given the delay in the schedule of the Transaction, prior meetings of Copco shareholders were held on the date hereof to approve the adoption of an alternative structure proposed by Oi, which enables the main goals of the Transaction to be performed in advance by adopting best practices in corporate governance and making the voting rights in Oi dispersed. In general terms, it consists of a proposal for voluntary exchange of Oi’s preferred shares into Oi’s common shares (in other words, subject to the discretion of the holder of preferred shares), at the exchange ratio of 0.9211 common shares for each preferred share issued by Oi, as well as the incorporation of the entities that hold direct or indirect interest in Oi. It also includes the key milestone of the incorporation of Corpco into and by Oi and its termination, in order to simplify Oi’s capital structure. This would permit the benefits of financial synergies to be realized, and the approval of the new bylaws of Oi, which includes limiting voting rights to a maximum of 15%, applicable to all shareholders of Oi, as contemplated by the Preliminary Steps, all in compliance with the provisions established in the prior meetings of the shareholders of Corpco, held on the date hereof (“Structure — Voluntary Exchange of PN’s”), retaining the final goal of a timely implementation of the transaction that will result in the migration of Oi to the Novo Mercado segment of the BM&FBOVESPA. Each one of the Preliminary Steps is conditioned to each other, such that the approval of each one of the steps assumes that all other steps are approved on the same date, jointly and inseparably;

III.Portugal Telecom International Finance BV, Portugal Telecom SGPS, Oi and Telemar Participações, on the date hereof, entered into the First Amendment to the Call Option Agreement (“Amendment to the Call Option Agreement”), the effectiveness of which is subject to the approval by the general meeting of Oi’s shareholders and, if applicable, by the Brazilian Securities Commission (“Comissão de Valores Mobiliários”); and

IV.In light of the aforementioned changes, the Parties wish to amend the Temporary Voting Agreement.

The PARTIES have agreed to enter into this 2nd Amendment to the Temporary Voting Agreement of the Shareholders of Oi S.A. and Corpco (the “2nd Amendment”), under the terms and for the purposes of article 118 of Law 6,404, of December 15, 1976 (the “Corporation Law”), as amended, under which shall be governed by the following clauses and conditions:

3

CLAUSE I - AMENDMENT OF CLAUSE TWO

1.1The parties herein agree to amend Clause Two of the Temporary Voting Agreement, to provide for the adoption of the “Structure — Voluntary Exchange of PNs” (as defined below) and approval of the Amendment to the Call Option Agreement, as a result of which Clause Two shall now read as follows:

“CLAUSE II — STRUCTURE — VOLUNTARY EXCHANGE OF PNS AND AMENDMENT TO THE CALL OPTION AGREEMENT

2.1The Shareholders, irrevocably and irreversibly, hereby undertake to perform all necessary acts and to cooperate with the performance of all necessary acts by the other Parties and by Oi for the implementation of the Structure — Voluntary Exchange of PNs, including the Preliminary Steps (as defined in the prior meetings of Corpco shareholders), approved at the prior meetings of Corpco’s shareholders held on March 31, 2015 (which minutes and respective exhibits are part of Exhibit II of this 2nd Amendment to the Temporary Voting Agreement), as it may be detailed in the prior meetings of Corpco’s shareholders to be held to approve all corporate authorizations and agreements pertaining to the aforementioned Structure — Voluntary Exchange of PNs and to the Preliminary Steps.

2.2The Shareholders, irrevocably and irreversibly, hereby undertake to (i) attend Oi’s Extraordinary General Meetings to deliberate on the Structure — Voluntary Exchange of PNs, the Amendment to the Call Option Agreement and the Preliminary Steps (“Oi EGMs”); (ii) cause the members of Oi’s Board of Directors designated by them to attend the Oi Board of Directors meetings that will deliberate on the Structure — Voluntary Exchange of PNs, the Amendment to the Call Option Agreement and the Preliminary Steps (the “Oi RCA”); and (iii) vote and cause the members of Oi Board of Directors designated by them to vote, at the Oi EGMs as well as the Oi RCAs, favorably for the approval, without reservations, exceptions or restrictions, of the Structure — Voluntary Exchange of PNs, the Amendment to the Call Option Agreement and the Preliminary Steps by Corpco held on March 31, 2015 and regarding the Structure — Voluntary Exchange of PNs as it may be detailed in the prior meetings of Corpco’s shareholders to be held to approve all corporate authorizations and agreements pertaining to the aforementioned Structure — Voluntary Exchange of PNs and to the Preliminary Steps.

2.2.1Considering that the merger of Portugal Telecom SGPS by Corpco and the merger of Shares of Oi by Corpco will no longer be implemented, the Shareholders nevertheless undertake to continue pursuing the objective of integrating the shareholder bases of Oi and Portugal Telecom SGPS.

2.3In the event that, during the term of this Temporary Voting Agreement, any legal, arbitral or administrative remedy is determined, even if of a preliminary nature, in such manner that the Oi EGMs and/or the Oi RCAs cannot be held, or so that the effects of the approval of the Structure — Voluntary Exchange of PNs, the Amendment to the Call Option Agreement and the Preliminary Steps, or, in any manner so, that the effect or the scope of the Structure — Voluntary Exchange of PNs, the Amendment to the Call Option Agreement and the Preliminary Steps are affected or restricted, each one of the Shareholders hereby irrevocably and irreversibly agrees to take and cause Oi to take all necessary measures to remove, as soon as possible, the effects of such legal, arbitral or administrative remedies and implement the Structure — Voluntary Exchange of PNs, the Amendment to the Call Option Agreement and the Preliminary Steps.

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2.4The Chairman of the Oi EGMs and the Oi RCAs shall refrain from registering and calculating the votes cast in disagreement with this Temporary Voting Agreement, subject to the provisions by article 118, § 8 of Corporation Law.

2.5The Shareholders hereby further irrevocably and irreversibly undertake to exercise their voting rights in order to maintain the ordinary course of Oi’s business during the term of this Temporary Voting Agreement, and refrain from taking any measure or practice any act that affects or limits the effects or the scope of this instrument.  For the purposes of this Clause 2.5, “ordinary course of business” activities are considered to be those which, by their nature, purpose or manner of execution, are necessary for the achievement of Oi’s corporate purposes, considering the maintenance of its business at current levels, consistent with the past practices and guidelines determined by the corporate bodies and without any kind of interruption or delay

2.5.1Until the Preliminary Steps have been approved, the Shareholders hereby irrevocably and irreversibly undertake to keep the members of the Oi Board of Directors in their current positions on the date of the execution of this 2nd Amendment, instructing them to maintain the ordinary course of business of Oi.  In case of vacancy or resignation of any member of the Oi Board of Directors during the term of this Temporary Voting Agreement, the election of the substitute shall be made by Telemar Participações according to the rules provided in its Shareholders Agreement in force on this date for the election of the members of the Board of Directors, pursuant to the provisions under Clause IV.

2.6The Shareholders hereby undertake the firm, irrevocable and irreversible commitment to convert all their Oi preferred shares into common shares, at the exchange ratio of 0.9211 Oi common shares for each Oi preferred share, as approved in the prior meetings of Corpco’s shareholders held on March 31, 2015 (“Exchange”), and the commitment hereby undertaken is subject to adherence to the Exchange by the shareholders representing at least 2/3 of the preferred shares issued by Oi, considered, in this percentage, the Exchange (“Exchange Condition”).

2.7The Structure — Voluntary Exchange of PNs defined as Preliminary Steps in the minutes of the Corpco prior meetings held on March 31, 2015 are conditional on each other, such that the approval of these steps assumes the approval of all of them on the same date, jointly and severely.”

CLAUSE II - AMENDMENT OF CLAUSE IV

2.1Clause IV of the Temporary Voting Agreement ceases to be in force, in the light of the approval for the adoption of the Structure — Voluntary Exchange of PNs, which is the reason why the Parties have decided to remove it from the Temporary Voting Agreement, replacing it with the new Clause IV, which shall now read as follows:

“CLAUSE IV — OI’S BOARD OF DIRECTORS

4.1The Parties commit to elect the Board of Directors of Oi at the Oi EGM held to approve the Preliminary Steps, with its term until the date of the general meeting of Oi’s shareholders that will decide on the financial statements regarding the fiscal year ending on December 31, 2017, the nominees in item 3.2.2 (iv) of the Minutes of the Previous Meeting of Telemar Participações shareholders held on March 31, 2015.

5

4.2The Parties commit to not require the adoption of the multiple vote procedure to elect the members of the Board of Directors of Oi provided for in item 4.1 herein above. However, if the shareholders not bound to this Temporary Voting Agreement require the adoption of the multiple vote procedure, pursuant to the provision in Article 141 in the Brazilian Corporation Law, the Parties shall exercise their voting rights in order to maximize the number of members in the Board of Directors of Oi that have the right to collectively nominate, including by adopting multiple votes, and, in this manner, the Parties shall always comply with the terms agreed upon to nominate the members of Oi’s board of directors in the Prior Meeting held on March 31, 2015.”

CLAUSE III - MODIFICATION OF CLAUSE VII

3.1The Parties agree to amend paragraph 7.2 of Clause VII of the Temporary Voting Agreement, which governs the effectiveness and the term of the Temporary Voting Agreement, so as to amend the term established therein, and to include the new items 7.2.1, 7.2.2 and 7.2.3, as a result of which it shall now read as follows:

“CLAUSE VII — EFFECTIVENESS AND TERM

7.2Except as provided in items 7.2.1, 7.2.2 and 7.2.3 below, this Temporary Voting Agreement shall remain in force until (i) the implementation of all the Preliminary Steps of the Oi EGMs; or (ii) October 31, 2015, whichever occurs first.

Notwithstanding the provision in item 7.2 herein above, the preferred shares held by Shareholders will remain bound to this agreement for the purposes of item 2.6 in Clause II and to the terms in item 3.1 in Clause III, until (i) October 31, 2015; and (ii) the end of the 30 (thirty) days’ deadline for the Exchange, in accordance with the provisions of the Structure — Voluntary Exchange of PNs.

7.2.2Notwithstanding the provisions under item 7.2 herein above, the Parties’ obligation to attend the Oi EGM that will decide on the Amendment to the Call Option Agreement and to vote in such meeting for the approval, without exceptions or restrictions, of the Amendment to the Call Option Agreement, will remain in force until the effective approval of the Amendment to the Call Option Agreement in such meeting

7.2.3Notwithstanding the provisions under item 7.2 herein above, the Parties’ obligation to attend the Oi EGMs that will decide on the Preliminary Steps and to vote in such meetings for the approval, without exceptions or restrictions, of the Preliminary Steps, will remain in force until the date such Oi EGMs are finished, in the event of a judicial or administrative order to suspend them or until Oi EGMs required to implement the Preliminary Steps are held, provided they are duly called for on or before September 30, 2015.”

6

CLAUSE IV — GENERAL PROVISIONS

4.1Capitalized terms not expressly defined in this 2nd Amendment shall have the meaning attributed to them in the Temporary Voting Agreement and in its 1st Amendment

4.2Except for the changes introduced by this 2nd Amendment, further terms and conditions of the Temporary Voting Agreement and its 1st Amendment shall remain in effective and hereby ratified by the Parties.

4.3The terms and conditions of the 2nd Amendment shall benefit and irrevocably and irreversibly force the undersigned and their respective successors on any account , including, but not limited, the successors of the Shareholders following the Restructuring of Telemar Participações.

IN WITNESS HEREOF, the Parties executed this instrument in 7 (seven) counterparts of the same content and form, before the 2 (two) undersigned witnesses.

Rio de Janeiro, March 31, 2015.

(Signature pages to follow)

7

2ND AMENDMENT TO THE TEMPORARY VOTING AGREEMENT OF THE SHAREHOLDERS OF OI S.A. AND TELEMAR PARTICIPAÇÕES S.A., ENTERED INTO BETWEEN PORTUGAL TELECOM, SGPS S.A., CARAVELAS FUNDO DE INVESTIMENTO EM AÇÕES, BRATEL BRASIL S.A., TELEMAR PARTICIPAÇÕES S.A., ANDRADE GUTIERREZ S.A., JEREISSATI TELECOM S.A. AND OI S.A. ON MARCH 31, 2015.

SIGNATURE PAGE 1/8

PORTUGAL TELECOM, SGPS S.A.

/s/ Rafael Luís Mora Funes		/s/ Shakhaf Wine
Name:	Rafael Luís Mora Funes	Name:	Shakhaf Wine
Title:		Title:

2ND AMENDMENT TO THE TEMPORARY VOTING AGREEMENT OF THE SHAREHOLDERS OF OI S.A. AND TELEMAR PARTICIPAÇÕES S.A., ENTERED INTO BETWEEN PORTUGAL TELECOM, SGPS S.A., CARAVELAS FUNDO DE INVESTIMENTO EM AÇÕES, BRATEL BRASIL S.A., TELEMAR PARTICIPAÇÕES S.A., ANDRADE GUTIERREZ S.A., JEREISSATI TELECOM S.A. AND OI S.A. ON MARCH 31, 2015.

SIGNATURE PAGE 2/8

CARAVELAS FUNDO DE INVESTIMENTO EM AÇÕES

Managed by BTG Pactual Serviços Financeiros S.A. DTVM

/s/ Bruno Duque Horta Nogueira		/s/ Gabriel Fernando Barretti
Name:	Bruno Duque Horta Nogueira	Name:	Gabriel Fernando Barretti
Title:		Title:

9

2ND AMENDMENT TO THE TEMPORARY VOTING AGREEMENT OF THE SHAREHOLDERS OF OI S.A. AND TELEMAR PARTICIPAÇÕES S.A., ENTERED INTO BETWEEN PORTUGAL TELECOM, SGPS S.A., CARAVELAS FUNDO DE INVESTIMENTO EM AÇÕES, BRATEL BRASIL S.A., TELEMAR PARTICIPAÇÕES S.A., ANDRADE GUTIERREZ S.A., JEREISSATI TELECOM S.A. AND OI S.A. ON MARCH 31, 2015.

SIGNATURE PAGE 3/8

BRATEL BRASIL S.A.

/s/ Rafael Luís Mora Funes		/s/ Shakhaf Wine
Name:	Rafael Luís Mora Funes	Name:	Shakhaf Wine
Title:		Title:

10

2ND AMENDMENT TO THE TEMPORARY VOTING AGREEMENT OF THE SHAREHOLDERS OF OI S.A. AND TELEMAR PARTICIPAÇÕES S.A., ENTERED INTO BETWEEN PORTUGAL TELECOM, SGPS S.A., CARAVELAS FUNDO DE INVESTIMENTO EM AÇÕES, BRATEL BRASIL S.A., TELEMAR PARTICIPAÇÕES S.A., ANDRADE GUTIERREZ S.A., JEREISSATI TELECOM S.A. AND OI S.A. ON MARCH 31, 2015.

SIGNATURE PAGE 4/8

TELEMAR PARTICIPAÇÕES S.A.

/s/ Fernando Magalhães Portella		/s/ José Augusto da Gama Figueira
Name:	Fernando Magalhães Portella	Name:	José Augusto da Gama Figueira
Title:		Title:

11

2ND AMENDMENT TO THE TEMPORARY VOTING AGREEMENT OF THE SHAREHOLDERS OF OI S.A. AND TELEMAR PARTICIPAÇÕES S.A., ENTERED INTO BETWEEN PORTUGAL TELECOM, SGPS S.A., CARAVELAS FUNDO DE INVESTIMENTO EM AÇÕES, BRATEL BRASIL S.A., TELEMAR PARTICIPAÇÕES S.A., ANDRADE GUTIERREZ S.A., JEREISSATI TELECOM S.A. AND OI S.A. ON MARCH 31, 2015.

SIGNATURE PAGE 5/8

ANDRADE GUTIERREZ S.A.

/s/ Renato Torres de Faria		/s/ Rafael Cardoso Cordeiro
Name:	Renato Torres de Faria	Name:	Rafael Cardoso Cordeiro
Title:		Title:

12

2ND AMENDMENT TO THE TEMPORARY VOTING AGREEMENT OF THE SHAREHOLDERS OF OI S.A. AND TELEMAR PARTICIPAÇÕES S.A., ENTERED INTO BETWEEN PORTUGAL TELECOM, SGPS S.A., CARAVELAS FUNDO DE INVESTIMENTO EM AÇÕES, BRATEL BRASIL S.A., TELEMAR PARTICIPAÇÕES S.A., ANDRADE GUTIERREZ S.A., JEREISSATI TELECOM S.A. AND OI S.A. ON MARCH 31, 2015.

SIGNATURE PAGE 6/8

JEREISSATI TELECOM S.A.

/s/ Fernando Magalhães Portella		/s/ Alexandre Jereissati Legey
Name:	Fernando Magalhães Portella	Name:	Alexandre Jereissati Legey
Title:		Title:

13

2ND AMENDMENT TO THE TEMPORARY VOTING AGREEMENT OF THE SHAREHOLDERS OF OI S.A. AND TELEMAR PARTICIPAÇÕES S.A., ENTERED INTO BETWEEN PORTUGAL TELECOM, SGPS S.A., CARAVELAS FUNDO DE INVESTIMENTO EM AÇÕES, BRATEL BRASIL S.A., TELEMAR PARTICIPAÇÕES S.A., ANDRADE GUTIERREZ S.A., JEREISSATI TELECOM S.A. AND OI S.A. ON MARCH 31, 2015.

SIGNATURE PAGE 7/8

OI S.A.

/s/ Bayard de Paoli Gontijo		/s/ Eurico de Jesus Teles Neto
Name:	Bayard de Paoli Gontijo	Name:	Eurico de Jesus Teles Neto
Title:		Title:

14

2ND AMENDMENT TO THE TEMPORARY VOTING AGREEMENT OF THE SHAREHOLDERS OF OI S.A. AND TELEMAR PARTICIPAÇÕES S.A., ENTERED INTO BETWEEN PORTUGAL TELECOM, SGPS S.A., CARAVELAS FUNDO DE INVESTIMENTO EM AÇÕES, BRATEL BRASIL S.A., TELEMAR PARTICIPAÇÕES S.A., ANDRADE GUTIERREZ S.A., JEREISSATI TELECOM S.A. AND OI S.A. ON MARCH 31, 2015.

SIGNATURE PAGE 8/8

Witnesses:

/s/ Íria Lúcia da S. Martins		/s/ Victor Guita Campinho
Name:	Íria Lúcia da S. Martins	Name:	Victor Guita Campinho
CPF:	728.532.737-00	CPF:	125.662.867-01
RG:	20.184.824 SSP/SP

15

Exhibit II

MINUTES OF THE PRIOR GENERAL MEETING OF THE SHAREHOLDERS OF

TELEMAR PARTICIPAÇÕES S.A.

Held on March 31, 2015.

I. DATE, TIME AND PLACE: On the 31st (thirty first) day of March 2015, at 4:00 p.m., at its headquarters at Praia de Botafogo n º 300, 11th floor, room 1101 (part), in the City of Rio de Janeiro, State of Rio de Janeiro.

II. ATTENDING SHAREHOLDERS: The undersigned shareholders were present.

III. AGENDA: a) review the timeframe of all actions to be taken prior to 03/31/2015 in order to deliberate on the merger of shares of Oi S.A. by Telemar Participações S.A., with its migration to the Novo Mercado segment of BM&FBOVESPA, including the preliminary steps to be taken (in particular the required registrations with the U.S. Securities and Exchange Commission - “SEC”); and, b) if it is deemed impossible to conclude all the acts necessary to complete the merger of shares of Oi S.A. by Telemar Participações S.A. on or before 3/31/2015, to deliberate on (i) the extension of the deadline established at a prior meeting, in the Shareholders’ Agreement of Telemar Participações S.A. and in the Temporary Voting Agreement of the shareholders of Oi S.A. and CorpCo, which Telemar Participações S.A. is party to; and (ii) the adoption of measures to allow the main goals of the transaction to be achieved earlier than planned, through the adoption of corporate governance best practices, dispersed shareholder control and acceleration of the synergies from the transaction.

IV. RESOLUTIONS: Summarizing the matters of the Prior General Meeting on March 30, 2015, the shareholders of Telemar Participações S.A. (“TelPart” or “CorpCo”), pursuant to Clause 3.1 of the Shareholders’ Agreement executed on April 25, 2008 and amended on January 25, 2011, February 19, 2014 and September 8, 2014 (“General Shareholders’ Agreement”), prior to the Meetings of the Board of Directors and General Shareholders Meeting of TelPart, Oi S.A. and their relevant subsidiaries, met and deliberated on the following topics of the Agenda:

1.“Review of the Timeframe of the Actions Necessary for CorpCo to Complete the Merger of Shares of Oi by CorpCo”:

1.1.With respect to item “a” of the Agenda, it is hereby registered that on 03/12/2015 and 03/19/2015 the management of Oi S.A. (“Oi”) presented the document entitled “Status of the Process of Filing the F-4 and Alternatives,” which constitutes Annex 1.1 of these Minutes of the Prior General Meeting, in which Oi reported the difficulties regarding the completion of

the merger of shares of Oi by CorpCo on or before the March 31, 2015 deadline.

1.2.Item “a” is not to be deliberated on, being noted that the shareholders confirmed, based on the clarifications provided by the management of Oi, the impossibility of concluding the transaction of merger of shares of Oi by CorpCo by March 31, 2015, as well as the impossibility of establishing a future date on which it would be possible to implement such transaction.

2.“Alteration of Deadlines, Amendments to the Shareholders’ Agreements and Other Provisions”:

2.1.With respect to item “b(i)” of the Agenda, the shareholders present at the meeting considered the proposed extension of the deadline (Proposal No 0312/2015, attached as Annex 2.1 to these Minutes of the Prior General Meeting) and, in view of the approval of the adoption of the alternative structure proposed by the management of Oi pursuant to item 3 below, the shareholders agreed that it would not be necessary to alter the date set in the resolutions that were approved in item 6.1 of the Prior General Meeting held on 09/03/2014, or to extend the “Deadline” provided for in the shareholders’ agreements of TelPart with respect to conclusion of the steps established in items 5 and 7 of the Prior General Meeting held on 02/19/2014. As a result of the approval of the alternative structure mentioned in item 3 below, the Corporate Restructuring of Telemar Participações and the Merger of Shares of Oi by CorpCo (which had been approved in the Prior General Meeting held on February 19, 2014, and the amendments of which were approved in the Prior General Meeting held on September 3, 2014), will no longer be completed, and the provisions set forth in the shareholders’ agreements of TelPart with respect to the voting rights held by the shareholders as of February 19, 2014 (as set forth in Clause 25.1.1 and all other applicable provisions of Clause XXV of the General Shareholders’ Agreement, and which remain subject to the legal provisions applicable to the shareholders’ agreements and to specific performance under the law) will be maintained.

2.2.It is noted that the “Temporary Voting Agreement of the Shareholders of Oi S.A. and Telemar Participações S.A. (which shall be referred to as “CorpCo”)”, signed on 02/19/2014 and amended on 09/08/2014, shall be further amended on the date hereof to reflect the resolutions passed in this Prior General Meeting, pursuant to the draft attached as Annex 2.2 of these Minutes of the Prior General Meeting, which was agreed upon by the shareholders.

3.“Adoption of Measures To Achieve the Goals of the Transaction Earlier than Planned”:

3.1.With respect to item “b(ii)” of the Agenda, the management of Oi, in view of the obstacles related to the registrations of CorpCo with the SEC required for the approval of the merger of Shares of Oi by CorpCo, as discussed in the presentation referred to in item 1.1 above, the shareholders received an updated version of the document entitled “Alternative Novo Mercado and Dispersion of Voting Rights,” amending the document previously presented in the Prior General Meeting held on March 19, 2015, in order to reflect the topics discussed in the meeting held on March 25, 2015, and in which it is suggested that the alternative, called “Voluntary Exchange of Preferred Shares” is the best alternative to permit the main goals of the previously agreed transaction to be achieved early, according to the management of Oi, through the adoption of corporate governance best practices and the dispersion of voting rights in Oi, maintaining the final goal of timely implementing a transaction that results in the migration of Oi to the Novo Mercado. In addition, the shareholders were also presented with, or sent, the following documents related to item “b(ii)”: (i) “Step by step of the Voluntary Exchange of Preferred Shares,” describing the necessary steps to implement the alternative proposed by the management of Oi to achieve the main goals of the transaction earlier than planned; (ii) “Analysis of the Shareholder Base of Oi;” (iii) a draft of the By-laws of Oi, suggesting changes necessary to implement the proposed alternative; (iv) drafts of the internal rules of the Board of Directors and Audit Committee of Oi; and (v) drafts of the internal rules of the Risks and Contingencies Committee, the Corporate Governance and Finance Committee, the Engineering, Technology and Networks Committee and the Personnel, Appointments and Remuneration Committee of Oi. All documents referred to in item 3.1 are attached as Annex 3.1 of these Minutes of the Prior General Meeting.

3.2.The shareholders unanimously approved, pursuant to the provisions set forth in Clause 25.5 of the General Shareholders’ Agreement:

3.2.1.the adoption of the alternative structure proposed by the management of Oi (identified as “Voluntary Exchange of Preferred Shares”), which consists, in general terms, of a proposal for the voluntary exchange of preferred shares of Oi into common shares of Oi (in other words, subject to the discretion of the holder of preferred shares), at the exchange ratio of 0.9211 common shares for each preferred share issued by Oi, as set forth in the document called “Alternative Novo Mercado and Dispersion of Voting Rights” and the steps provided for in the document called “Step by step of the Voluntary Exchange of Preferred Shares” set forth in Annex 3.1 (“Structure - Voluntary Exchange of Preferred Shares”), whereby the Boards of Directors of Oi and TelPart, as applicable, are authorized to take the necessary measures, and prepare all corporate authorizations and agreements necessary to perform

the steps described in the document called “Step by step of the Voluntary Exchange of Preferred Shares” attached as Annex 3.1, which shall be submitted for approval in any future Prior General Meeting(s) of Shareholders (“Prior Implementation Meetings”), being hereby established that such corporate authorizations and agreements shall preserve the final goal of implementing a transaction that results in the migration of the shares currently held by the shareholders of Oi to the Novo Mercado, have provisions that allow liquidity for all shareholders and contribute to the broad acceptance of the shareholders of common and preferred shares, as contemplated by the “Structure for Voluntary Exchange of Preferred Shares,” subject to the conditions approved in this Prior Meeting;

3.2.2.the following preliminary steps prior to the commencement of the period for the voluntary exchange of preferred shares of Oi into common shares of Oi, and therefore notwithstanding its result, shall be conditioned on each other and shall be approved and implemented simultaneously, jointly and inseparably (“Preliminary Steps”):

(i)the incorporation of the companies that own direct or indirect interests in Oi as described in the “Step by step of the Voluntary Exchange of Preferred Shares” attached hereto as Annex 3.1, including, as a fundamental step, the incorporation of TelPart by Oi and the subsequent termination of the shareholders’ agreements of TelPart (given that such companies will be dissolved as a result of the respective incorporations), in order to simplify the capital structure of Oi and to enable it to benefit from the resulting financial synergies, it being understood that (a) the transactions involving the incorporation of the companies with controlling interests in TelPart shall be performed without diluting the interests of the other shareholders of the companies involved, given that the replacement ratios were established considering only the direct and indirect interests between the companies and the capital stock of Oi, respecting the premise that such companies will not have, with the exception of possible goodwill recorded in relation to its investments, material assets or liabilities (or will have sufficient cash or cash equivalents to settle its debts entirely); (b) any goodwill, or other assets, recorded by the companies whose structure will be simplified may be transferred to Oi in favor of all shareholders and shall not be considered for the purpose of establishing an exchange ratio; (c) all certificates necessary to implement the incorporations shall be presented; and (d) the only shareholders of the companies involved in the transactions of incorporation are the

shareholders attending this Prior General Meeting or their related parties;

(ii)approval of the new By-laws of Oi in the form of the draft approved herein pursuant to Annex 3.1, and which includes limitation of the voting rights by any single shareholder to a maximum of 15%, applicable to all shareholders of Oi;

(iii)the adoption of high standards of corporate governance at Oi, with the approval of the internal rules of the Board of Directors and Audit Committee of Oi, as well as the internal rules of the Risks and Contingencies Committee, the Corporate Governance and Finance Committee, the Engineering, Technology and Networks Committee and the Personnel, Appointments and Remuneration Committee of Oi, substantially based on the drafts attached hereto as Annex 3.1;

(iv)the election of the following effective members to comprise the new Board of Directors of Oi, each having a mandate until the General Meeting of Shareholders that approves the financial statements of Oi for the fiscal year ending December 31, 2017: 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 Martin P., it being agreed that, in the event that (i) a member is elected through separate voting by preferred or minority shareholders, one of the last two members listed above shall give his place to such representative, and (ii) two members are elected through separate voting, one by preferred shareholders and one by minority shareholders, the last two members listed shall give their place to such representatives. Mr. Jose Mauro Mettrau Carneiro da Cunha shall maintain the position as Chairman of the Board of Directors of Oi;

3.2.3.the provision that the proposal for the voluntary exchange of preferred shares of Oi into common shares of Oi shall establish, in order to implement such exchange, a participation threshold of the exchange into common shares of shareholders owning at least 2/3 of the preferred shares of Oi (“Condition for Exchange”), with a deadline for exchange within 30 (thirty) days; and

3.2.4.that TelPart, Oi and the shareholders shall use their best efforts to implement the “Preliminary Steps,” and shall convene any necessary general meetings in order to do so within the shortest possible period.

3.3.The shareholders of TelPart, who are holders of shares of Oi representing, on the date hereof, 1% (one percent) or more of its total capital (including

treasury shares), on the base date of 02/24/2015, hereby agreed and accepted (i) the “lock-up” commitment (a) in connection with the common shares owned or that may in the future be owned directly in Oi, which shall remain in effect until 10/31/2015 or the date of implementation of the “Preliminary Steps,” whichever occurs first, and (b) in connection with the preferred shares owned or that may in the future be owned directly in Oi, which shall remain in effect on 10/31/2015 or until the end of the stated period of 30 (thirty) days for the exchange mentioned in item 3.2.3 above, whichever occurs first, in accordance with the terms of the structure of Voluntary Exchange of Preferred Shares, as well as (ii) the commitment to convert their preferred Oi shares into common shares at the approved exchange ratio of 0.9211 common shares for every preferred share issued by Oi, shall remain in effect until 10/31/2015 or at the end of the stated period of 30 (thirty) days for the exchange mentioned in item 3.2.3, whichever occurs first, in accordance with the terms of the structure of Voluntary Exchange of Preferred Shares, subject to implementation of the Condition for Exchange. The commitments assumed by the shareholders in item 3.3 shall survive the termination of the General Shareholders’ Agreement, and remain subject to the legal provisions applicable to the shareholders’ agreements and to specific performance under the law.

3.4.The shareholders establish 10/31/2015 as the ‘cut-off’ date for implementation of the Preliminary Steps, after which the shareholders shall be released from such obligation, it being understood that, in the event of judicial or administrative order to suspend the discussions or the convening of general meetings necessary to implement the “Preliminary Steps,” as long as properly convened up to 09/30/2015, the commitment provided herein shall remain valid until the date on which such meetings are completed. In the event that the implementation of the Preliminary Steps is not concluded by 10/31/2015, all the clauses and provisions under the General Shareholders’ Agreement shall remain in full force and effect, in particular the provisions set forth in Clause XXV, the quorums under Clauses 25.1.1 and 25.6, as applicable, and the principles set forth under Clause 25.5, which establishes the commitment of the shareholders to use their best efforts to implement the restructuring of TelPart and Oi to achieve the same goals of the transaction as described in that agreement.

4.“Proposal of Portugal Telecom, SGPS S.A. related to the Call Option”:

4.1.The shareholders considered the proposal of Portugal Telecom, SGPS S.A. (“PT SGPS”) to amend Clause 5.5.1 of the Call Option Agreement and Other Covenants entered into with Oi and its subsidiaries on 09/08/2014 (“Call Option Agreement”), in order to establish the possibility of PT SGPS to assign the option to purchase shares of Oi without the prior consent of

the company, pursuant to the provisions of the draft amendment attached hereto as Annex 4.1 (“Amendment to the Call Option Agreement”), and they unanimously approved the terms of the Amendment to the Call Option Agreement, the effectiveness of which is subject to the approval of the Brazilian Securities Exchange Commission - CVM (Comissão de Valores Mobiliários), if applicable, and the approval at the General Meeting of Shareholders of Oi to grant the voting rights to the preferred shareholders at such meeting. The General Meeting of Shareholders of Oi referred to in this item shall be called on or before 08/31/2015, to be held on or before 09/30/2015.

4.2.The shareholders agree that the General Meeting of Shareholders of Oi to approve the Amendment to the Call Option Agreement (“EGM Option”) shall be held, subject to the timeframe provided herein above, on the same day that Oi’s general shareholders’ meeting that shall approve the Preliminary Steps, if possible, unless if the approval by CVM regarding the terms of the Amendment to the Call Option Agreement is still pending at that time. The shareholders of TelPart, who are holders of shares of Oi representing, on the date hereof, 1% (one percent) or more of its total capital (including treasury shares), on the base date of 02/24/2015, assume the commitment to vote their shares of Oi in favor of approving such amendment at the EGM Option. The commitment assumed by such shareholders in this item 4.2 shall survive the termination of the General Shareholders’ Agreement until 10/31/2015, and remains subject to the legal provisions applicable to the shareholders’ agreements and to the specific performance under the law, it being hereby understood that, in the event of judicial or administrative order that suspends the discussions or the convening of the EGM Option, the commitment provided for herein shall remain in full force and effect until the date on which such Meeting is concluded.

V. CLOSURE: Having nothing further to discuss, the meeting has been suspended for the drafting of these minutes, which were then read, approved and signed by the attending shareholders.

Rio de Janeiro, March 31, 2015.

José Augusto da Gama Figueira

Secretary

Attending Shareholders:

L.F. TEL S.A. / JEREISSATI TELECOM S.A.

AG TELECOM PARTICIPAÇÕES S.A. /

ANDRADE GUTIERREZ S.A.

BRATEL BRASIL S.A.

FUND. ATLÂNTICO DE SEGURIDADE SOCIAL

BNDES PARTICIPAÇÕES S.A. - BNDESPAR

CAIXA DE PREVIDÊNCIA DOS FUNCIONÁRIOS DO BANCO DO BRASIL — PREVI

FUND. DOS ECONOMIÁRIOS FEDERAIS — FUNCEF

FUND. PETROBRÁS DE SEGURIDADE SOCIAL — PETROS

Annex 3.1

(DRAFT OF OI BYLAWS FOLLOWING APPROVAL OF PRELIMINARY STEPS)

OI S.A.

Corporate Taxpayer’s Registry (CNPJ/MF) No. 76.535.764/0001-43

Board of Trade (NIRE) No. 33.3.0029520-8

Publicly Held Company

Bylaws

CHAPTER I

LEGAL SYSTEM

Article 1 — Oi S.A. (“Company”) is a publicly held company, which is governed by the present Bylaws and applicable legislation.

1st Paragraph — Once the Company is admitted to the special listing segment known as Level 1 Corporate Governance of the BM&FBOVESPA S.A. — Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”), the Company, its shareholders, management and members of its Audit Committee, shall be subject to the provisions of the Listing Regulations of the Level 1 Corporate Governance of BM&FBOVESPA (“Level 1 Listing Regulations”).

2nd Paragraph — The Company, its management and shareholders shall comply with the provisions of the regulations for listed issuers and admission for securities trading, including rules regarding delisting and exclusion from trading securities admitted for trading on organized markets administered by BM&FBOVESPA.

3rd Paragraph — Capitalized terms, when not defined in these Bylaws, shall have the meaning given to them in the Level 1 Listing Regulations.

Article 2 — The object of the Company is to offer telecommunications services and all activities required or useful for the delivery of these services, in accordance with concessions, authorizations and permits granted thereto.

Sole Paragraph — In connection with achieving of its object, the Company may include goods and rights of third parties in its assets, as well as:

I.hold equity interests in the capital of other companies;

II.organize fully-owned subsidiaries for the performance of activities comprising its object, which are recommended to be decentralized;

III.perform or procure the importation of goods and services that are necessary for the execution of the activities comprised in its object;

IV.render technical assistance services to other telecommunications companies, performing activities of common interest;

V.perform research and development activities seeking to develop the telecommunications sector;

VI.enter into contracts and agreements with other telecommunications service companies or any person or entity, seeking to ensure the operation of its services, without prejudicing its activities and responsibilities; and

VII.perform other activities related or correlated to the Company’s corporate object.

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Article 3 — The Company is headquartered in the City of Rio de Janeiro, State of Rio de Janeiro, and may, by decision of its Board of Executive Officers, in compliance with Article 39, create, change the address and close branches and offices of the Company.

Article 4 — The duration of the Company is indefinite.

CHAPTER II

CAPITAL STOCK

Article 5 — The subscribed capital stock, totally paid in, is R$21,438,220,154.00 (twenty one billion, four hundred thirty eight million, two hundred and twenty thousand, one hundred and fifty four Brazilian reais), represented by [.] ([.]) shares, of which [.] ([.]) are common shares and [.] ([.]) are preferred shares, all nominative shares, with no par value.

1st Paragraph — The issuance of participation certificates and new preferred shares by the Company is prohibited.

2nd Paragraph — The preferred shares may be converted into common shares, at the time and under the conditions approved by the Board of Directors of the Company.

3rd Paragraph — All of the shares of the Company are book-entry shares, and are held in a deposit account with a financial institution authorized by the Brazilian Securities Commission (Comissão de Valores Mobiliários — “CVM”), on behalf of their holders, and are not available in certificated form.

4th Paragraph — Transfer and registration costs, as well as the cost of service on the book-entry shares may be charged directly to the shareholder by the depositary institution as provided in Article 35, 3rd Paragraph of Law No. 6,404 of December 15, 1976 (“Corporate Law”).

Article 6 — The Company is authorized to increase its capital stock by resolution of the Board of Directors, in common shares, until its capital stock reaches R$34,038,701,741.49, it being understood that the Company may no longer issue preferred shares in capital increases by public or private subscription.

Sole Paragraph — Within the authorized capital limit, the Board of Directors may:

i.deliberate on the issuance of bonds and debentures convertible into shares; and

ii.according to a plan approved at a Shareholders’ Meeting, grant an option to purchase stock to its management, employees of the Company or of its subsidiaries and/or individuals who render services to them, without the shareholders having preemptive rights to the subscription of such stock.

Article 7 — Through a resolution of the Shareholders’ Meeting or of the Board of Directors, as the case may be, the Company’s capital stock may be increased by capitalizing profit or reserves.

Sole Paragraph — Any such capitalization shall be made with no alteration to the number of shares issued by the Company.

Article 8 — The capital stock is represented by common and preferred shares, with no par value, and there is no requirement that the shares maintain their current proportions in future capital increases.

Article 9 — Through resolution of a Shareholders’ Meeting or the Board of Directors, as the case may be, the period for exercising the preemptive right for the subscription of shares, subscription of bonds

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or debentures convertible into shares in the cases provided in Article 172 of the Corporate Law, may be excluded or reduced.

Article 10 — Non-payment by the subscriber of the issuance price as provided in the list or call shall cause it to be legally in default, for the purposes of Articles 106 and 107 of the Corporate Law, being subject to payment of the overdue amount adjusted for inflation in accordance with the fluctuation of the Market Price Index — IGP-M in the shortest period permitted by law, in addition to interest of 12% (twelve percent) per year, “pro rata temporis” and a fine of 10% (ten percent) of the amount overdue, duly adjusted for inflation.

CHAPTER III

SHARES

Article 11 — The capital stock is represented by common and preferred nominal shares, without par value.

Article 12 — Each common share is entitled to the right to one vote at the deliberations of the Shareholders’ Meetings.

Sole Paragraph — Ordinary shares entitle their holders to the right to be included in a public offering of shares resulting from the Sale of Control of the Company at the same price and under the same terms offered to the Selling Controlling Shareholder, pursuant to Article 41 of these Bylaws.

Article 13 — The preferred shares have no right to vote and are assured priority in the payment of the minimum and non-cumulative dividend of 6% (six percent) per year calculated as a percentage of the amount resulting from dividing the capital stock by the total number of shares of the Company, or 3% (three percent) per year calculated as a percentage of the book value of shareholders’ equity divided by the total number of shares of the Company, whichever is higher.

1st Paragraph — The preferred shares of the Company, in compliance with the terms of the first paragraph of this Article, shall be granted the right to vote, through separate voting, in the decisions related to the hiring of foreign entities related to the controlling shareholders, in the specific cases of management service agreements, including technical assistance.

2nd Paragraph — The preferred shares of the Company, in compliance with the terms of the first paragraph of this Article, shall be granted the right to vote in the decisions related to employment of foreign entities related to the controlling shareholders, in terms of management services, including technical assistance, and the amounts of which shall not exceed the following percentages of annual sales for the Fixed Switched Telephone Service of the Telecommunication Transport Network and the Mobile Highway Telephone Service, less tax and contributions deducted: (i) 1% (one percent) per year, up to December 31, 2000; (ii) 0.5% (zero point five percent) per year, from January 1, 2001 to December 31, 2002; and (iii) 0.2% (zero point two percent) per year, as of January 1, 2003.

3rd Paragraph — The preferred shares shall acquire the right to vote if the Company fails to pay the minimum dividends to which they are entitled for 3 (three) consecutive years, in accordance with the terms of this article.

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CHAPTER IV

SHAREHOLDERS’ MEETING

Article 14 — The Shareholders’ Meeting shall be held ordinarily once a year and extraordinarily when convened pursuant to law or to these Bylaws.

Article 15 — The Shareholders’ Meeting shall be convened by the Board of Directors, or the manner in sole paragraph of Article 123 of the Corporate Law.

Article 16 — The Shareholders’ Meeting shall be convened by the Chairman of the Board of Directors. In the absence or disability of the Chairman, the Shareholders’ Meeting shall be convened by any member of the Board of Directors present, chosen by those present at the Meeting. In case of absence and/or disability of any of the Board Members, in compliance with the mechanics set forth under this Article, those present at the Meeting shall be responsible for choosing the chairman of the Meeting and the chairman shall choose the corresponding secretary.

Article 17 — Before convening the Shareholders’ Meeting, the duly identified shareholders shall sign the Shareholders’ Attendance Book, which shall include their names and the number of shares they hold.

1st Paragraph — The signing of the shareholders’ attendance list shall be ended by the Chairman of the Meeting at the time the Shareholders’ Meeting is convened.

2nd Paragraph — The shareholders who attend the Shareholders’ Meeting after it has been convened may participate in the meeting, but they will not be entitled to vote on any resolution.

Article 18 — The following formal requirements for attendance at the Shareholders’ Meeting will be required to be complied with by the Company and the Board, in addition to the procedures and requirements provided for by law:

(i)Up to 2 (two) business days prior to the Shareholders’ Meeting, each shareholder shall have sent to the Company, at the address indicated in the Call Notice, proof of or a statement issued by the depositary institution of the custodian, containing its respective equity interest, and issued by the competent body within 3 (three) business days prior to the Shareholders’ Meeting; and (i) if the shareholder is a Legal Entity, certified copies of its Certificate of Incorporation, Bylaws or Articles of Association, the minutes of the meeting electing its Board of Directors (if any) and minutes of the election of the Board of Executive Officers that contains the election of the legal representative(s) attending the Shareholders’ Meeting; or (ii) if the shareholder is an Individual, certified copies of its identity documents and tax identification number; and (iii) if the shareholder is a Fund, certified copies of the regulations of the Fund and the Bylaws or Articles of Association of the manager of the Fund, as well as minutes of the meeting of the election of the legal representative(s) attending the Meeting. In addition to the documents listed in (i), (ii) and (iii), as the case may be, when the shareholder is represented by a proxy, it shall submit along with such documents the respective proxy, with special powers and notarized signature, as well as certified copies of the identity documents and minutes of the meeting of the election of the legal representative who signed the proxy to confirm its powers of representation, in addition to the identity documents and tax identification numbers of the attorney in fact in attendance.

(ii)A copy of the documents referred to in the previous paragraph may be submitted, and the original documents referred to in the subsection above shall be presented to the Company prior to convening the Shareholders’ Meeting.

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Article 19 — The resolutions of the Meeting, except as otherwise provided by law or by these Bylaws, shall be taken by a majority vote of those present or represented, not counting abstentions.

Article 20 — The discussions and deliberations of the Shareholders’ Meeting shall be written in the book of minutes, signed by the members of the board and by the shareholders present, which represent, at least, the majority required for the deliberations made.

1st Paragraph — The minutes may be drafted in summarized form, including dissent and objections.

2nd Paragraph — Except for resolutions to the contrary by the Shareholders’ Meeting, the minutes shall be published without signatures of the shareholders.

Article 21 — In addition to the other duties provided by law and by these Bylaws, the Shareholders’ Meeting shall be solely responsible for the following:

(i)	elect and remove members from the Board of Directors and the Audit Committee;
(ii)	establish the aggregate remuneration of members of the Board of Directors and members of the Audit Committee;
(iii)	approve plans to grant stock options to purchase shares to officers and employees of the Company or companies under its direct or indirect control and/or individuals who provide services to the Company;
(iv)	deliberate on the allocation of annual net income and the distribution of dividends;
(v)	authorize management to file for bankruptcy, request bankruptcy protection or file for bankruptcy protection;
(vi)	deliberate on a proposed delisting of the Company from the special listing segment of Level 1 Corporate Governance of BM&FBOVESPA; and
(vii)	choose the institution or specialized companies to evaluate the Company in the cases provided for in the Corporate Law and in these Bylaws.

CHAPTER V

COMPANY’S MANAGEMENT

Section I

General Rules

Article 22 — Management of the Company shall be overseen by the Board of Directors and by the Board of Executive Officers.

1st Paragraph — The appointment of members of management will not require a guarantee and will be accomplished through execution of the instrument of appointment in the Minutes Book of the Meetings of the Board of Directors or the Board of Executive Officers, as appropriate. The appointment of members of management shall be subject to the prior subscription of the Term of Consent of Management (Termo de Anuência dos Administratores) in accordance with the Level 1 Listing Regulations and the Statement of Consent to the Code of Ethics and the Disclosure and Securities Trading Policies adopted by the Company, and compliance with applicable legal requirements.

2nd Paragraph — The positions of Chairman of the Board of Directors and Chief Executive Officer or principal executive of the Company may not be held by the same person.

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Section II

Board of Directors

Article 23 — The Board of Directors is comprised of 11 (eleven) members and an equal number of alternates, each alternate bound to one member, all elected and dismissible through the Shareholders’ Meeting, with a combined term of 2 (two) years; reelection permitted and subject to the provisions of Article 69 hereof.

1st Paragraph — Only the individuals who meet the following, in addition to legal and regulatory requirements, can be elected to serve on the Board of Directors: (i) do not hold positions in companies that may be considered competitors of the Company or its subsidiaries in the marketplace, in particular, on advisory, management and/or audit committees; and (ii) have no conflict of interest with the Company or with its subsidiaries.

2nd Paragraph — Holders of preferred shares shall be entitled to elect, by separate vote, a member of the Board of Directors and its respective alternate.

3rd Paragraph — Amendments of the terms set forth in the 2nd Paragraph of this Article shall require separate approval by the holders of preferred shares.

4th Paragraph — The members the Board of Directors shall remain in office after the end of the term until appointment of their replacements.

Article 24 — The Chairman of the Board of Directors shall be appointed by the Shareholders’ Meeting that deliberates on the election of the Board Members.

1st Paragraph — The Chairman of the Board of Directors shall be responsible for convening the meeting of the Board of Directors and arranging for convening the Shareholders’ Meetings, when approved by the Board of Directors.

2nd Paragraph — In the event of a permanent vacancy in the position of Chairman of the Board of Directors, the new chairman will be appointed by the Board of Directors from among its members, at a meeting specially convened for this purpose.

Article 25 — At least 20% (twenty percent) of the members of the Board of Directors shall be Independent Members of the Board of Directors, as defined below, and expressly declared as such in the minutes of the Shareholders’ Meeting electing them, and shall be considered as independent members of the Board of Directors elected pursuant to the provisions under Article 141, §§ 4 and 5 of the Corporate Law.

1st Paragraph — For purposes hereof, the definition of Independent Member of the Board of Directors provided for in the Novo Mercado Listing Regulations shall be adopted, according to which an “Independent Council Member” is defined by: (i) having no employment relationship with the Company, except for an interest in its capital stock; (ii) not being a Controlling Shareholder, spouse or up to a second degree relative, and not being or having been, for the past 3 (three) years, related to a company or entity related to the Controlling Shareholder (persons related to public education and/or research institutions are excluded from this restriction); (iii) not having been in the past three 3 (three) years, an employee or executive of the Company, the Controlling Shareholder or a subsidiary of the Company; (iv) not being a direct or indirect supplier or buyer of services and/or products of the Company to an extent that would imply loss of independence; (v) not being an employee or member of management of a company or entity offering or requesting services and/or products to the Company, to an extent that would

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imply loss of independence; (vi) not being a spouse or second degree relative of any members of management of the Company; and (vii) not receiving any remuneration from the Company other than that related to the position as a member of the Board of Directors (cash earnings from equity interests in the Company’s capital stock are excluded from this restriction).

2nd Paragraph — When, in connection with the percentage referred to in the first paragraph of this Article, the result is a fractional number of members of the Board of Directors, the number will be rounded to the nearest whole number: (i) immediately higher, when the fraction is equal or more than 0.5 (five tenths); or (ii) immediately lower, when the fraction is less than 0.5 (five tenths).

Article 26 — Except as provided in Article 27 hereof, the election of members of the Board of Directors will be done through a slate system.

1st Paragraph — In the election covered by this Article, only the following may compete as part of the slates: (a) those nominated by the Board of Directors; or (b) those that are nominated, pursuant to the 3rd Paragraph of this Article, by any shareholder or group of shareholders.

2nd Paragraph — The Board of Directors shall, before or on the day of convening the Shareholders’ Meeting to elect the members of the Board of Directors, disclose the management’s proposal, indicating the members of the proposed slate and post a statement signed by each member of the slate nominated thereby, at the Company, including: (a) his or her complete qualifications; (b) a complete description of his or her professional experience, mentioning professional activities previously performed, as well as professional and academic qualifications; and (c) information about disciplinary and judicial proceedings in which he or she has been convicted in a final and unappealable decision, as well as information, if applicable, on the existence of cases of being barred or conflict of interest, pursuant to Article 147, 3rd Paragraph of the Corporate Law.

3rd Paragraph — The shareholders or group of shareholders who wish to propose another slate to compete for positions on the Board of Directors shall, with at least 5 (five) days before the date set for the Shareholders’ Meeting, submit to the Board of Directors affidavits signed by each of the candidates nominated by them, including the information mentioned in the foregoing paragraph above , and the Board of Directors shall immediately disclose information, by notice published on the Company’s website and electronically submitted to CVM and BM&FBOVESPA, that the documents related to the other slates submitted are available to the shareholders at the Company’s headquarters.

4th Paragraph — The names of those nominated by the Board of Directors or by shareholders shall be identified, as the case may be, as candidates to be Independent Members of the Board of Directors, subject to the provisions of Article 25 above.

5th Paragraph — The same person may participate in two or more slates, including the one nominated by the Board of Directors.

6th Paragraph — Each shareholder can only vote in favor of one slate, and the candidates of the slate that receives the most votes at the Shareholders’ Meeting shall be declared elected.

Article 27 — In the election of members of the Board of Directors, the shareholders may require, pursuant to law, the adoption of a cumulative voting process, provided they do so at least 48 (forty-eight) hours prior to the Shareholders’ Meeting, subject to the requirements set forth by law and by the CVM regulations.

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1st Paragraph — The Company, immediately after receiving such request, shall disclose the information that the election shall be carried out by the cumulative voting process by notices published on its website and electronically submitted to CVM and BM&FBOVESPA.

2nd Paragraph — Once the Shareholders’ Meeting has been convened, the board will, in view of the signatures in the Shareholders’ Attendance Book and the number of shares held by the shareholders present, calculate the number of votes to which each shareholder is entitled.

3rd Paragraph — In the event of election of the Board of Directors by the cumulative voting process, there will be no elections by slates and the members of the slates referred to in Article 26 shall be considered as candidates for members of the Board of Directors, as well as the candidates that may be nominated by a shareholder who is present at the Shareholders’ Meeting, provided that statements signed by such candidates are submitted to the Shareholders’ Meeting, as provided for in the 2nd Paragraph of Article 26 hereof.

4th Paragraph — Each shareholder shall have the right to accumulate votes assigned to him for a single candidate or distribute them among several candidates, and those who receive the most votes shall be declared elected.

5th Paragraph — The positions that, by virtue of a tie, are not filled, will undergo a new vote, by the same process, adjusting the number of votes for each shareholder, given the number of positions to be filled.

6th Paragraph — Whenever the election has been conducted by a cumulative voting process, the removal of any member of the Board of Directors by the Shareholders’ Meeting shall result in the removal of the other members, and there shall be a new election.

7th Paragraph — If the Company is under control of a controlling shareholder or group, as defined under Article 116 of the Corporate Law , minority shareholders holding common shares may, as provided for in the 4th Paragraph of Article 141 of the Corporate Law, request the separate election of one member of the Board of Directors, and the rules set forth under Article 26 above shall not apply to such election.

Article 28 — If a member of the Board of Directors who is resident and domiciled abroad is elected, his appointment is subject to having an attorney-in-fact appointed who is resident and domiciled in Brazil, with powers to receive summons in an action that may be brought against him, based on corporate law. The validity of the proxy shall be at least 3 (three) years after termination of the term of the respective member of the Board of Directors.

Article 29 — The Board of Directors shall meet, ordinarily, in accordance with the schedule to be disclosed by the Chairman in the first month of each fiscal year, which shall provide for at least monthly meetings and extraordinary meetings whenever required.

1st Paragraph — Call notices for meetings of the Board of Directors shall be made in writing, by letter, telegram, fax and/or email, and must include the place, date and time of the meeting and the agenda.

2nd Paragraph — The Board of Directors’ meetings shall be convened at least 5 (five) days in advance, and, regardless of the call formalities, shall be deemed a regular meeting if attended by all members of the Board of Directors.

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3rd Paragraph — In urgent cases, the Chairman of the Board of Directors may convene a meeting of the Board of Directors with less advance notice than that provided for in 2nd Paragraph of this Article.

4th Paragraph — Members of the Board of Directors may attend the meetings by conference call, video conferencing or by any other means of communication that allows all Council Members to see and/or hear each other. In this case, the Council Members shall be considered present at the meeting, and minutes shall be drawn up and signed by all present by the next meeting.

Article 30 — The meeting of the Board of Directors shall be convened with the presence of a majority of its members and decisions will be taken by majority vote of those present, and the Chairman of the Board in the event of a tie, shall have the casting vote.

Sole Paragraph — A member of the Board of Directors may not participate in Board of Directors’ resolutions related to matters in which it has conflicting interests with the Company, and shall (i) inform other members of the Board of Directors regarding his or her inability; and (ii) inform, in the minutes of the meeting, the nature and extent of his or her interest.

Article 31 — Except as provided in Article 24, 2nd Paragraph above, in the event of absence or temporary disability, members of the Board of Directors will be replaced by their alternates.

Sole Paragraph — Considering the provisions of Article 24, 2nd Paragraph above, in the case of a vacancy in a position of a member of the Board of Directors, his or her alternate shall assume the vacant position. If the alternate does so assume the vacant position, the provisions of Article 150 of the Corporate Law shall be complied with, except as provided in the 6th Paragraph of Article 27 hereof.

Article 32 — In addition to the duties provided by law and by these Bylaws, the Board of Directors shall be responsible for the following:

i.	determine the general guidelines of Company and subsidiary business and monitor execution thereof;
ii.	convene the Shareholders’ Meeting;
iii.	approve the Company’s and its subsidiaries’ annual budget, and the business goals and strategies provided for the subsequent period;
iv.	approve the remuneration policy of the Company’s management and employees, setting goals to be achieved in variable remuneration programs, subject to applicable law;
v.	issue statements and submit the management report and the Board of Executive Officers’ accounts to the Shareholders’ Meeting;
vi.	elect and dismiss, at any time, Executive Officers and establish their duties, subject to legal and statutory provisions;
vii.	supervise the management of Executive Officers, examine, at any time, the Company’s books, request information on contracts entered into or to be entered into or on any other acts;
viii.	appoint and dismiss the independent auditors;
ix.	approve and amend the Charter of the Board of Directors;
x.	establish the location of the Company’s headquarters;
xi.	submit the proposed allocation of net income to the Shareholders’ Meeting;
xii.	approve the acquisition of shares issued by the Company to be canceled or held in treasury for subsequent sale;
xiii.	authorize the issue of shares by the Company within the limits authorized under Article 7 hereof, establishing the conditions of issue, including price and payment term;

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xiv.	approve investments and disinvestments by the Company or its subsidiaries in the capital of other companies that exceed the authority of the Board of Executive Officers, as well as authorize minority investments and the entering into of shareholders agreements by the Company and its subsidiaries;
xv.	approve loans, financing or other transactions resulting in debt to the Company or to its subsidiaries, the value of which exceeds the authority of the Board of Executive Officers;
xvi.	approve the issuance and cancellation of debentures and the issuance of debentures convertible into shares, within the limit of authorized capital, and of non-convertible debentures of the Company and its subsidiaries;
xvii.	authorize the Board of Executive Officers to purchase, sell, create liens or encumbrances of any nature on permanent assets, render guarantees generally, enter into contracts of any kind, waive rights and transactions of any kind of the Company and its subsidiaries in amounts equal to or greater than the authority of the Board of Executive Officers;
xviii.	authorize the granting of security interests or guarantees by the Company and its subsidiaries in favor of third parties in excess of the amount under the authority of the Board of Executive Officers;
xix.	approve extraordinary contributions to private pension plans sponsored by the Company’s subsidiaries;
xx.	decide in favor of or against any public offering for acquisition of shares issued by the Company, by a considered opinion, disclosed within 15 (fifteen) days from publication of the notice of a public offering of the acquisition of shares, which shall include at least (a) the appropriateness and opportunity of the public offering to acquire shares with regards to the interest of the shareholders and with regards to the liquidity of the securities it holds; (b) the impact of the public offering of shares on the Company’s interests; (c) the strategic plans disclosed by the offering party in relation to the Company; (d) other points that the Board of Directors deems relevant, as well as the information required by the applicable rules established by the CVM;
xxi.	define the list of three companies specialized in economic valuation of companies, to prepare the valuation report of the Company’s shares, in the case of a public offering to acquire shares for cancellation of public company registration or delisting from the Level 1 Corporate Governance;
xxii.	in view of the commitment of the Company and of the subsidiaries to sustainable development, authorize the practice of pro bono acts on behalf of its employees or the community, at an amount in excess of the authority of the Board of Executive Officers;
xxiii.	nominate the representatives of the governing bodies of pension funds sponsored by subsidiaries of the Company;
xxiv.	approve the proposal of the Board of Executive Officers with respect to the Rules of the Statutory Board with the power and duties of the Statutory Officers of the Company;
xxv.	approve the Charters of the Advisory Committees to the Management of the Company and its subsidiaries;
xxvi.	authorize the granting of stock options to its management, employees or individuals who provide services to the Company, within the limit of authorized capital; and
xxvii.	distribute the remuneration fixed by the Shareholders’ Meeting among the members of the Board of Directors and Board of Executive Officers.

1st Paragraph — In each fiscal year, at the first meeting following the Ordinary Shareholders’ Meeting, the Board of Directors shall approve the authority of the Company’s Board of Executive Officers and its subsidiaries, according to the duties provided for in this Article.

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2nd Paragraph — The Company is prohibited from granting loans or guarantees of any kind to shareholders that are part of the controlling block, to the controlling shareholders thereof to companies under common control, and to companies they directly or indirectly control.

Article 33 — The Board of Directors may create Advisory Committees for the Company’s management, and appoint their members, which may be regular or alternate members of the Board of Directors.

1st Paragraph — Without affecting other Advisory Committees to be created by the Board of Directors, the Company must have a Remuneration Board, whose objectives and authority will be defined by the Board of Directors.

2nd Paragraph — Employees and Executive Officers cannot be nominated as members of any Committee.

Article 34 — The Company’s Internal Audit shall be subordinate to the Board of Directors.

Section III

Board of Executive Officers

Article 35 — The Board of Executive Officers shall be comprised of a minimum of 3 (three) and a maximum of 6 (six) members elected by the Board of Directors, and the positions of Chief Executive Officer and Chief Financial Officer shall always be filled, and the remaining Officers shall not have a specific designation.

1st Paragraph — The position of Investor Relations Officer may be exercised together or separately from other positions.

2nd Paragraph — The term of office of Executive Officers shall be 2 (two) years, re-election permitted and subject to the provisions of Article 70 hereof. The Executive Officers shall remain in office until the appointment of their replacements.

3rd Paragraph — The Board of Executive Officers will act as a joint decision-making body, except for the individual functions of each of its members, in accordance with these Bylaws.

Article 36 — The Executive Officers are responsible for complying with and causing the compliance with the present Bylaws, the resolutions made at the Shareholders’ Meetings, the meetings of the Board of Directors and the meetings of Board of Executive Officers, and perform all acts that shall be necessary for normal operation of the Company.

1st Paragraph — The Chief Executive Officer shall be responsible for the following:

I — submitting to the Board of Directors proposals approved at the meetings of the Board of Executive Officers, if applicable;

II — keeping the members of the Board of Directors informed of the activities and the progress of corporate business;

III — directing and coordinating the activities of the other Executive Officers;

IV — submitting to the Board of Directors a proposal of the Internal Rules of the Company with the powers and duties of the Statutory Officers of the Company;

V — providing the casting vote at the meetings of the Board of Executive Officers; and

VI — performing other activities as conferred by the Board of Directors.

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2nd Paragraph — The other Executive Officers shall be responsible for assisting and supporting the Chief Executive Officer in the management of the Company’s business and shall perform the duties assigned to them by the Board of Directors under the guidance and coordination of the Chief Executive Officer.

3rd Paragraph — In the absence or temporary disability of the Chief Executive Officer, he or she will be replaced by any Officer appointed by him or her.

4th Paragraph — Subject to the provisions of the 3rd Paragraph of Article 39, in cases of absence or temporary disability of the Chief Executive Officer and of any Executive Officer appointed by him or her, the position of Chief Executive Officer shall be held by another Executive Officer appointed by the absent or disabled Executive Officer who is, pursuant to the first paragraph of this Article, performing the duties of the Chief Executive Officer.

5th Paragraph — The other members of the Board of Executive Officers will be replaced when absent or temporarily disabled by another Executive Officer appointed by the Board of Executive Officers. The Executive Officer that is replacing another absent Executive Officer shall cast the vote of the absent Executive Officer, in addition to his own vote.

6th Paragraph — The Executive Officers may attend the meetings of the Board of Executive Officers by conference call, video conferencing or by any other means of communication that allows all Executive Officers to see and/or hear each other. In this case, the Executive Officer shall be considered present at the meeting and minutes shall be drawn up to be signed by all present by the next meeting.

Article 37 — In the event of a vacancy in the position of Chief Executive Officer, Chief Financial Officer, Investor Relations Officer or General Counsel, and until the Board of Directors deliberates on the election for the vacant position, the duties of the vacant position will be assumed by the Executive Officer appointed by the Board of Executive Officers.

Article 38 — Subject to the provisions contained herein, the following shall be necessary to bind the Company: (i) the joint signature of 2 (two) Members of the Board of Directors; (ii) the signature of 1 (one) Member of the Board of Directors together with an attorney-in-fact, or (iii) the signature of 2 (two) attorneys-in-fact jointly invested with specific powers. Service of judicial or extrajudicial notifications will be made to the Member of the Board of Directors appointed by the Board of Directors or a proxy appointed in compliance with this Article.

1st Paragraph — The Company may be represented by only one Executive Officer or one attorney in fact, both in any case duly authorized in compliance with this Article, to perform the following acts:

I — receive and pay amounts owed to and by the Company;

II — issue, negotiate, endorse and discount trade bills related to its sales;

III — sign correspondence that does not create obligations for the Company;

IV — represent the Company in Meetings and shareholders’ meetings of companies in which the Company holds a stake;

V — represent the Company in court, except for acts that result in waiver of rights; and

VI — perform simple administrative routine acts, including with public agencies, mixed capital companies, boards of trade, Labor Courts, INSS (Instituição Nacional de Seguro Social), FGTS (Fundo de Garantia do Tempo de Serviço) and their banks for payment, and others of the same type.

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2nd Paragraph — The powers of attorney granted by the Company, which shall be signed by 2 (two) Executive Officers together, shall specify the powers granted and shall have a maximum validity of 1 (one) year, except those with the powers of ad judicia and/or ad judicia et extra clauses and/or power to represent the Company in court or administrative proceedings, which will have a maximum term of indefinite validity.

Article 39 — The Board of Executive Officers, as a collective body, shall be responsible for the following:

i.	establish specific policies and guidelines under the general guidance of the business transactions established by the Board of Directors;
ii.	draft the budget, the manner of its execution and the general plans of the Company, for approval by the Board of Directors;
iii.	examine the proposals of subsidiaries for market development, an investment and budget plan, and submit them to the Board of Directors;
iv.	approve the agenda of proposals of the Company and its subsidiaries to negotiate with the Regulating Body;
v.	examine the management report and accounts of the Board of Executive Officers, as well as the proposal for allocation of net income, submitting them to the Audit Committee, the Independent Auditors and the Board of Directors;
vi.	appoint members of management of the Company’s subsidiaries;
vii.	establish voting guidelines in the Shareholders’ Meeting of subsidiaries and associated companies;
viii.	create, close and change the addresses of branches and offices of the Company;
ix.	deliberate on other matters it deems being of joint authority of the Board, or assigned thereto by the Board of Directors; and
x.	approve the performance of acts under the authority of the Board of Executive Officers approved by the Board of Directors.

1st Paragraph — The Chief Executive Officer will be responsible for convening ex officio or at the request of 2 (two) or more Executive Officers and chairing meetings of the Board of Executive Officers.

2nd Paragraph — The Board meeting shall be convened with the presence of a majority of its members and resolutions will be taken by majority vote of those present.

3rd Paragraph — In the absence of the Chief Executive Officer, the Executive Officer nominated in accordance with Article 36, paragraphs 3 and 4, hereof, shall chair the meeting of the Board of Executive Officers, and the alternate Chief Executive Officer shall not cast a vote.

CHAPTER VI

AUDIT COMMITTEE

Article 40 — The Audit Committee is the supervisory body of the Company’s management, and shall be permanent.

Article 41 — The Audit Committee shall be comprised of 3 (three) to 5 (five) members and an equal number of alternates, elected by the Shareholders’ Meeting, pursuant to law, with the duties, powers and remuneration provided by law.

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1st Paragraph — The members of the Audit Committee shall be independent, and to this end, shall meet the following requirements: (i) not be or have been in the past three years, an employee or member of management of the Company or a subsidiary or a company under common control (ii) not receive any direct or indirect remuneration from the Company or a subsidiary or a company under common control, except the remuneration for being a member of the Audit Committee.

2nd Paragraph — The appointment of the members of the Audit Committee shall be subject to their prior execution of the Statement of Consent to the Code of Ethics and the Disclosure and Securities Trading Policies adopted by the Company, as well as compliance with applicable legal requirements.

3rd Paragraph — The members of the Audit Committee, at their first meeting, shall elect the Chairman thereof, who shall comply with the resolutions of the body.

4th Paragraph — The Audit Committee may request the Company to appoint qualified staff to act as secretary and provide technical support.

Article 42 — The term of the members of the Audit Committee shall end at the first Ordinary Shareholders’ Meeting subsequent to its formation.

Article 43 — The Audit Committee shall meet, ordinarily, on a quarterly basis and extraordinarily when required, drawing up the minutes of these meetings in the proper book.

1st Paragraph — The meetings shall be convened by the Chairman of the Audit Committee or by 2 (two) of its members together.

2nd Paragraph — Audit Committee meetings shall be convened with the presence of a majority of its members and decisions shall be taken by majority vote of those present, the Chairman of the Committee having the casting vote in the event of a tie.

3rd Paragraph — The members of the Audit Committee may participate in the Shareholders’ Meetings by conference call, video conference or by any other means of communication that allows all members to see and/or hear each other. In this case, the members of the Audit Committee shall be considered present at the meeting and minutes shall be draw up to be signed by all individuals present by the next meeting.

Article 44 — The members of the Audit Committee shall be replaced, in case of temporary absence or vacancy, by their alternates.

Article 45 — Besides cases of death, resignation, removal and others provided by law, the position is considered vacant when a member of the Audit Committee fails to appear without just cause at 2 (two) consecutive meetings or 3 (three) non-consecutive meetings in the fiscal year.

Sole Paragraph — In the event that there is a vacant position of in the Audit Committee and the alternate does not assume the position, the Shareholders’ Meeting will meet immediately to elect a replacement.

Article 46 — The same provisions of the 2nd Paragraph of Article 26 hereof shall apply to members of the Audit Committee.

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CHAPTER VII

PUBLIC OFFERINGS

Section I

Sale of Control

Article 47 — Sale of Control of the Company, either through a single transaction or a series of transactions, shall be undertaken pursuant to a condition precedent that the Purchaser undertakes to carry out a public offering to acquire the common shares of the other Company shareholders, subject to the conditions and terms set forth in applicable law and in these Bylaws, in order to ensure them equal treatment given to the Selling Controlling Shareholder.

Sole Paragraph — For the purposes hereof, the following capitalized terms below shall have the following meanings:

“Controlling Shareholder” — means the shareholder(s) or the Shareholder Group exercising Control over the Company.

“Selling Controlling Shareholder” — means the Controlling Shareholder that is procuring the Sale of Control of the Company.

“Controlling Shares” — means the tranche of shares that directly or indirectly assures to the holder(s) individual and/or shared Control of the Company.

“Outstanding Shares” — means all shares issued by the Company, except shares held by the Controlling Shareholder, held by persons related thereto, held by the Company’s management and treasury shares.

“Purchaser” — means the party to whom the Selling Controlling Shareholder transfers the Controlling Shares in a Sale of Company Control.

“Sale of Company Control” — means remunerated transfer of the Controlling Shares to a third party.

“Shareholder Group” — means the group of people: (i) bound by voting contracts or agreements of any kind, either directly or through subsidiaries, parent companies or under common control; or (ii) among which there is a control relationship; or (iii) under common control.

“Control” — means the power effectively used to direct corporate activities and directly or indirectly guide the operation of the Company’s bodies, in fact or in law, regardless of the equity interest held. There is a presumption regarding control ownership with regard to the party or Shareholder Group holding shares that has assured them an absolute majority of votes of the shareholders present in the 3 (three) recent shareholder meetings of the Company, even if they do not hold shares, to ensure an absolute majority of the voting capital.

“Economic Value” — means the value of the Company and of its shares, to be determined by a specialized company by using a recognized methodology or based on another criterion to be defined by the CVM.

Article 48 — The public offering referred to in Article 47 above shall also be carried out: (i) when there is remunerated assignment of subscription rights of shares and other securities or rights related to

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securities convertible into shares, which will result in the Sale of Company Control; or (ii) in case of sale of control of the company that possesses Control of the Company, and in this case, the Selling Controlling Shareholder shall be required to declare the value assigned to the Company in this sale and attach documentation supporting this value to BM&FBOVESPA.

Article 49 — The party that acquires Control through a private agreement for the purchase of shares executed with the Controlling Shareholder, involving any number of shares, shall be required to:

(i)	conduct the public offering referred to under Article 47 above;
(ii)	pay, as indicated below, an amount equal to the difference between the public offering price and the amount paid per common share acquired on the stock exchange in the 6 (six) months prior to acquiring Control, duly adjusted for inflation until the date of payment. Such amount shall be distributed among all of the individuals who sold the Company’s common shares in the trading sessions in which the Purchaser made the acquisitions, in proportion to the net daily selling balance of each one, and BM&FBOVESPA shall implement the distribution, pursuant to its regulations; and
(iii)	take appropriate measures to restore the minimum percentage of 25% (twenty five percent) of the Company’s total outstanding shares, within the 6 (six) months following the acquisition of Control.

Article 50 — The Company shall not register any transfer of shares to the Purchaser or to those that may come to hold Control for so long as it (they) do not subscribe the Statement of Consent of the Controlling Shareholders referred to under the Level 1 Listing Regulations.

Article 51 — No shareholders’ agreement that provides for the exercise of Control may be registered at the Company’s headquarters for so long as its signatories have not signed the Statement of Consent of the Controlling Shareholders referred to under Level 1 Listing Regulations.

Sole Paragraph — A shareholders’ agreement on exercising voting rights that conflicts with the provisions hereof shall not be filed by the Company.

Article 52 — In the public offering of shares to be carried out by the Controlling Shareholder or by the Company for cancellation of public company registration, the minimum price to be offered shall correspond to the Economic Value determined in the valuation report prepared pursuant of Article 54 hereof, subject to applicable laws and regulations.

Section II

Cancellation of Registration of a Public Company and Delisting from Markets

Article 53 — If there is a decision to delist from the Level 1 Corporate Governance so that the securities issued thereby start to be traded outside Level 1 Corporate Governance, or due to corporate restructuring, in which the company resulting from such restructuring does not have its securities admitted to trading at Level 1 Corporate Governance within 120 (one hundred twenty) days from the date of the Shareholders’ Meeting approving the transaction, the Controlling Shareholder shall carry out a public offering of the common shares held by the remaining shareholders of the Company, for at least the Economic Value determined in a valuation report prepared pursuant to Article 54, in compliance with legal and regulatory rules.

1st Paragraph — The announcement of the public offering referred to in Articles 47 and 53 above shall be communicated to BM&FBOVESPA and disclosed to the market immediately after the Company’s Shareholders’ Meeting that has approved the delisting or approved such restructuring.

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2nd Paragraph — The Controlling Shareholder shall be exempted from carrying out the public offering for acquisition of common shares referred to under the heading of this Article if the Company is delisted from Level 1 Corporate Governance due to the execution of the Company’s participation contract in the special BM&FBOVESPA segment known as Level 2 Corporate Governance (“Level 2”) or in the Novo Mercado (“Novo Mercado”) or if the company resulting from corporate restructuring obtains authorization to trade securities at Level 2 or in the Novo Mercado within 120 (one hundred twenty) days from the date of the Shareholders’ Meeting that approved the transaction.

Article 54 — The valuation reports referred to in this Article shall be prepared by a specialized company with proven experience and independent from any power of decision by the Company, its managers and Controlling Shareholder, in addition to meeting the requirements of the 1st Paragraph of Article 8 of the Corporate Law and includes the responsibility provided for in the 6th Paragraph of the same Article.

1st Paragraph. The choice of the specialized institution or company responsible for determining the Company’s Economic Value shall be made solely at the Shareholders’ Meeting, upon presentation by the Board of Directors of a list of three names, and the respective resolution, not considering blank votes, and considering one vote for each common share, shall be taken by majority vote of the shareholders representing the Outstanding Shares present at that Shareholders’ Meeting, which, if convened upon first call, shall require the presence of shareholders representing at least 20% (twenty percent) of the total Outstanding Shares, or, if when call a second time, may have the presence of any number of shareholders representing the Outstanding Shares.

2nd Paragraph. The costs for preparing the valuation report shall be fully borne by the offering party.

Article 55 — In the event there is no Controlling Shareholder, if there is a decision to delist from the Level 1 Corporate Governance so that the securities issued thereby start to be traded outside Level 1 Corporate Governance, or due to corporate restructuring, in which the company resulting from such restructuring does not have its securities admitted to trading at Level 1 Corporate Governance within 120 (one hundred twenty) days from the date the Shareholders’ Meeting approved the transaction, the delisting will be contingent on the public offering of shares on the same terms provided for in Article 53 above, except as provided in 2nd Paragraph of Article 53 above.

1st Paragraph. Such Shareholders’ Meeting shall define those responsible for the public offering of shares, and such responsible parties must be in attendance at the Shareholders’ Meeting and shall expressly assume the obligation to make the offer.

2nd Paragraph. If those responsible for the public offering of shares have not been defined, in the case of corporate restructuring in which the resulting company does not have its securities admitted to trading on Level 1 Corporate Governance, the shareholders who voted for the corporate restructuring shall conduct such offering.

Article 56. The delisting of the Company from Level 1 Corporate Governance due to noncompliance with the obligations of Level 1 Listing Regulations is subject to a public offering of shares for at least the Economic Value of the shares, to be determined in a valuation report referred to in Article 54 hereof, subject to the applicable laws and regulations.

1st Paragraph. The Controlling Shareholder shall conduct the public offering for acquisition of shares under the heading of this Article.

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2nd Paragraph. In the event there is no Controlling Shareholder and if the Company is delisted from Level 1 Corporate Governance because of breach of the obligations under the Level 1 Listing Regulations, by resolution at the Shareholders’ Meeting, the public offering of shares shall be conducted by the shareholders that voted in favor of the resolution that led to the breach.

3rd Paragraph. In the event there is no Controlling Shareholder and the delisting from the Level 1 Corporate Governance referred to in the first paragraph hereof takes place by an act or fact of management, members of the Company’s management shall convene a Shareholders’ Meeting pursuant to Article 123 of the Corporate Law, to make the necessary decisions, the agenda of which shall include deliberation on how to remedy the breach of the obligations under the Level 1 Regulations or, where appropriate, to deliberate on delisting the Company from Level 1 Corporate Governance.

4th Paragraph. If the Shareholders’ Meeting mentioned in the 3rd paragraph above deliberates on the Company being delisted from Level 1 Corporate Governance, such Shareholders’ Meeting shall define those responsible for the public offering of shares referred to above, who shall be in attendance at the Shareholders’ Meeting and shall expressly undertake the obligation to conduct the offering.

Article 57 — The creation of a single public offering of shares is permitted for more than one of the purposes specified in this Article or in the regulations issued by the CVM, provided that it is possible to tailor the procedures of all modalities of the public offering of shares, the parties receiving the offer are not prejudiced and authorization is obtained from the CVM when required by applicable law.

Article 58 — The Company, in the event of a voluntary public offering of shares, or the shareholders, in cases where they are responsible for conducting a public offering of shares provided for herein or in the regulations issued by the CVM, may ensure its execution by any shareholder or third party. The Company or the shareholder, as applicable, is not exempt from the obligation to make the public offering of shares until it is concluded, in compliance with applicable rules.

CHAPTER VIII

FISCAL YEAR AND FINANCIAL STATEMENTS

Article 59 — The fiscal year coincides with the calendar year, starting on January 1 and ending on December 31 of each year, and the Board of Executive Officers at the end of each year shall prepare the Balance Sheet and other financial statements as required by law.

Article 60 — The Board of Directors shall present in the Shareholders’ Meeting, together with the financial statements, the proposal for the allocation of the net income of the fiscal year, as set forth by the provisions herein and the law.

Sole Paragraph — 25% (twenty-five percent) of the adjusted net income shall be mandatorily distributed as dividends, as set forth in Article 62 below.

Article 61 — Dividends shall be paid first to the preferred shareholders up to the predetermined limit, subsequently, common shareholders shall be paid up to the amount paid on preferred shares; the balance shall be apportioned for all the shares, under equal conditions.

Article 62 — After subtracting the accumulated losses from the reserve for payment of income tax and, if applicable, the reserve for management’s stake in the annual earnings, net income will be allocated as follows:

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a)5% (five percent) of net income will be allocated to the legal reserve until it reaches 20% (twenty percent) of the capital stock;

b)a portion corresponding to at least 25% (twenty five percent) of the adjusted net income in accordance with Article 202, item I of the Corporate Law, shall be used to pay mandatory dividends to shareholders, offsetting the semi-annual and interim dividends that have been declared;

c)by proposal of the management bodies, a portion corresponding to up to 75% (seventy five percent) of the adjusted net income in accordance with Article 202, item I of the Corporate Law, shall be used to form the Equity Replenishment Reserve, in order to replenish the capital and equity position of the Company, in order to allow for investments and debt reduction; and

d)the remaining balance will be allocated as approved by the Shareholders’ Meeting.

Sole Paragraph — The balance of the Equity Replenishment Reserve, added to the balances of the other profit reserves, except the realizable profit reserves and reserves for contingencies, may not exceed 100% (one hundred percent) of the capital stock and upon reaching this limit, the Shareholders’ Meeting may deliberate on the use of excess to increase capital stock or on the distribution of dividends.

Article 63 — The Company may, by resolution of the Board of Directors, pay or credit, as dividends, interest on capital pursuant to Article 9, paragraph 7, of Law No. 9,249, dated 12/26/95. The interest paid will be offset against the amount of the mandatory minimum annual dividend due both to shareholders of common shares and of preferred shares.

1st Paragraph — The dividends and interest on capital covered by the first paragraph of this section will be paid at the times and in the manner specified by the Board of Executive Officers, and any amounts that are not claimed within 3 (three) years after the date of the commencement of payouts shall escheat to the company.

2nd Paragraph — The Board of Directors may authorize the Board of Executive Officers to deliberate on the matter of the first paragraph of this Article.

Article 64 — The Company, by resolution of the Board of Directors may, within the legal limits:

(i)prepare semiannual or shorter period balance sheets and, based thereon, declare dividends; and

(ii)declare interim dividends from retained earnings or profit reserves in the most recent annual or semiannual balance sheet.

Article 65 — The Company may, by resolution of the Shareholders’ Meeting, within the legal limits and as specified under the Corporate Law, offer profit sharing to its management and employees.

Sole Paragraph — The Company may, by resolution of the Board of Directors, offer profit sharing to workers, as provided by Law No. 10,101/2000.

CHAPTER IX

LIQUIDATION OF THE COMPANY

Article 66 — The Company will be dissolved, entering into liquidation, in the cases provided for by law or by resolution of the Shareholders’ Meeting, which will determine the manner of liquidation and

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will elect the liquidator and the audit committee for the liquidation period, establishing the respective fees thereof.

Article 67 — The Company’s corporate bodies shall, within the scope of their duties, take all measures necessary to prevent the company from being barred, for breach of the provisions of Article 68 of Law No. 9,472, and its regulations, from directly or indirectly operating telecommunication service concessions or licenses.

CHAPTER X

ARBITRATION

Article 68 — The Company, its shareholders, managers and members of the Audit Committee undertake to resolve through arbitration, before the Market Arbitration Chamber (Câmara de Arbitragem do Mercado), any and all disputes that may arise between them, related to or arising from, in particular, the application, validity, effectiveness, interpretation, breach and its effects of the provisions of the Corporate Law , the Company’s Bylaws, the rules issued by the National Monetary Council, the Central Bank of Brazil and the CVM, as well as other rules applicable to the capital markets in general, besides those included in Level 1 Rules, Arbitration Rules, Sanction Rules and the Participation Agreement in Level 1 Corporate Governance.

Sole Paragraph — Notwithstanding the validity of this arbitration clause, the filing of emergency measures by the Parties, prior to formation of the Arbitral Tribunal, shall be referred to the Support Arbitrator, pursuant to item 5.1 of the Arbitration Rules of the Market Arbitration Chamber.

CHAPTER XI

FINAL AND TEMPORARY PROVISIONS

Article 69 — Exceptionally, the members of the Board of Directors elected on the date of approval hereof by the Company’s Shareholders’ Meeting shall have a combined term of office until the Annual Shareholders’ Meeting approves the financial statements for the year ended December 31, 2017. As of such Meeting, the term of the Board of Directors, even if re-elected, shall be the one set out under Article 23 hereof.

Article 70 — Exceptionally, the members of the Board of Executive Officers elected at the first Meeting of the Board of Directors held after the date of approval hereof by the Company’s Shareholders’ Meeting, shall have a combined term of office until the first meeting of the Board of Directors to be held after the Annual Shareholders’ Meeting to approve the financial statements for the year ended December 31, 2017. As of such meeting, the term of office of the members of the Board of Executive Officers, even if re-elected, will be that which is set out under Article 35, 2nd Paragraph hereof.

Sole Paragraph — Until the Ordinary Shareholders’ Meeting that approves the financial statements for the year ended December 31, 2017, the quorum for the removal of members of the Board shall be majority of the Board of Directors.

Article 71 — The amendment of the Company’s Bylaws approved at the Shareholders’ Meeting held on [=] aims to achieve, earlier than planned, the adoption of high levels of corporate governance practices by Oi, as well as the dispersion of voting rights, in line with the governance commitments made to the market, given that Oi shall continue pursuing the migration of its shareholder base to the Novo Mercado segment of BM&FBOVESPA, always in accordance with desirability and social interest.

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Article 72 — Any shareholder of the Company or group of shareholders representing a common interest or bound by a voting agreement that holds or may holds at any time, individually or together, a stake of more than 15% (fifteen percent) of the number of shares into which the voting capital stock of Company is divided, subject to the provisions of 1st Paragraph below, will have their voting rights limited to 15% (fifteen percent) of the number of shares of the Company in which the voting capital stock is divided.

1st Paragraph — The voting restriction provided for under this Article shall be considered terminated and will immediately and irrevocably cease to have any effect with respect to a Company shareholder exercising voting rights, in any of the following cases:

(i)	if, as a result of one or more transactions to increase its capital stock, whether public or private, or a corporate restructuring transaction, there is a dilution of the existing shareholder base on the date of approval hereof, greater than 50% (fifty percent), i.e. when the number of new shares issued in capital increases by private or public subscription is equal to or greater than the number of shares issued on this date (adjusted for any stock splits, reverse splits or similar events);
(ii)	if, as a result of a public offering aiming to acquire all of the Company’s outstanding shares and in which the offering party acquires at least 20% of the outstanding shares, the respective offering party or group of shareholders representing the same interest or bound by a voting agreement to the offering party, starts to hold, alone or together, more than 50% (fifty percent) of the number of shares in which the voting capital stock of the Company is divided; or
(iii)	if, at any time, no shareholder of the Company or group of shareholders representing the same interest or bound by a voting agreement, individually or together, holds more than 15% (fifteen percent) of the number of shares in which the voting capital stock of the Company is divided.

2nd Paragraph — In any of the cases of the 1st Paragraph, the administration will disclose a Material Fact, notifying the market of the termination of the limitation provided in this Article 72.

3rd Paragraph — The restriction set forth in the first paragraph of this Article does not apply to the custodian of shares that have deposited for the purpose of issuing certificates or representative deposits of these shares, but does apply to the holders of certificates or representative deposits of the shares issued by the Company.

4th Paragraph — Votes exceeding the limit established in this Article shall not be calculated in the Shareholders’ Meeting.

5th Paragraph — In calculating the percentage provided for in the first paragraph of this Article, shares held by the shares held by the following parties shall be considered as belonging to the shareholder: (a) third parties in their own name but on behalf of the shareholder; (b) a parent company, subsidiary, affiliate, or under common control of the shareholder; (c) holders of voting rights with whom the shareholder has signed an agreement for the exercise thereof; or (d) members of the administrative and supervisory bodies of the shareholder.

Article 73 — The conversion of preferred shares into common shares approved by the Shareholders’ Meeting held on the same date as approval of these Bylaws shall be conducted at the rate of 0.9211 common share for each preferred share issued by the Company.

*****

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EX-99.46

Exhibit 46

This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese, and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.

1ST AMENDMENT TO THE TERMS OF COMMITMENT

AMONG

PORTUGAL TELECOM, SGPS S.A.

OI S.A.

AND

TELEMAR PARTICIPAÇÕES S.A.

DATED MARCH 31, 2015

1ST AMENDMENT TO THE TERMS OF COMMITMENT

By way of this instrument, the parties:

On the one side,

1.             PORTUGAL TELECOM, SGPS S.A., a publicly traded corporation governed by Portuguese law (sociedade aberta de direito português), headquartered at Avenida Fontes Pereira de Melo, n.º 40, in the district of São Jorge de Arroios, Lisbon, registered as a legal entity under n.º 503215058, with a capital stock of EUR 26,895,375 (twenty-six million, eight hundred ninety-five thousand, three hundred seventy-five Euros), duly represented for the purposes hereof pursuant to its Bylaws (“Portugal Telecom SGPS”);

and on the other,

2.             OI S.A., a Brazilian corporation (sociedade por ações) headquartered in the City and State of Rio de Janeiro, at Rua do Lavradio nº. 71, 2nd floor, Center, registered with the CNPJ/MF under n°. 76.535.764/0001-43, herein represented for the purposes hereof pursuant to its Bylaws (“Oi”); and

3.             TELEMAR PARTICIPAÇÕES S.A., a publicly traded company (companhia aberta) headquartered at Praia de Botafogo nº. 300, 11th floor, room 1101 (part), Botafogo, City of Rio de Janeiro, RJ, registered with the CNPJ/MF under n.º 02.107.946/0001-87, duly represented for the purposes hereof pursuant to its Bylaws (“Telemar Participações” or CorpCo”);

The parties identified above hereinafter shall be called, individually, “Party,” and jointly, “Parties.”

WHEREAS:

I.             On February 19, 2014 and on September 3, 2014, the prior meetings of CorpCo’s shareholders were held (the “Prior Meetings”), which approved, among other measures, the integration of the shareholder bases of Oi and Portugal Telecom SGPS into a single entity, “CorpCo,” which would have a dispersed shareholder base, with its capital divided into a single class of shares listed on the BM&FBOVESPA, S.A. — Bolsa de Valores, Mercadorias e Futuros (the “BM&FBOVESPA”), Euronext Lisbon and NYSE, and, furthermore, would adhere to the corporate governance rules of the Novo Mercado segment of the BM&FBOVESPA (“Transaction”);

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II.            On September 08, 2014, the Parties entered into the Terms of Commitment, whereby they commit to carry out their best efforts to fulfill the objective of integrating the shareholder bases of Oi and Portugal Telecom SGPS in CorpCo pursuant to a legally permissible structure (“Integration of the Shareholder Bases”), as well as listing the shares of CorpCo on the Novo Mercado segment of the BM&FBOVESPA, S.A. — Bolsa de Valores, Mercadorias e Futuros, on the regulated market of Euronext Lisbon, and on the New York Stock Exchange (“Terms of Commitment”);

III.          Given the delay in the schedule of the Transaction, Prior Meetings of CorpCo shareholders were held on the date hereof to approve the adoption of an alternative structure, which enables the main goals of the Transaction to be realized by adopting best practices in corporate governance and making the voting rights in Oi more dispersed. In general terms, it consists of a proposal for voluntary exchange of Oi’s preferred shares into Oi’s common shares (in other words, subject to the discretion of the holder of preferred shares), at the exchange ratio of 0.9211 common shares for each preferred share issued by Oi, as well as the incorporation of the entities that hold direct or indirect interests in Oi. It also includes the key milestone of the incorporation of CorpCo into and by Oi and its termination, in order to simplify Oi’s capital structure. This would permit the benefits of financial synergies to be realized, and the approval of the new bylaws of Oi, which includes limiting voting rights to a maximum of 15%, applicable to all shareholders of Oi, as contemplated by the Preliminary Steps, all in compliance with the provisions established in the Prior Meetings of the shareholders of CorpCo, held on the date hereof (“Structure — Voluntary Exchange of PN’s”), retaining the final goal of a timely implementation of the transaction that will result in the migration of Oi to the Novo Mercado segment of the BM&FBOVESPA. Each one of the Preliminary Steps is conditioned to each other, such that the approval of each one of the steps assumes that all other steps are approved on the same date, jointly and inseparably;

IV.          In light of the aforementioned changes, the Parties wish to amend the Terms of Commitment due to the aforementioned changes.

THE PARTIES RESOLVE to enter into this 1st Amendment to the Terms of Commitment (“1st Amendment”), under the terms and for the purposes of article 118 of Law 6.404, dated December 15, 1976 (“Brazilian Corporate Law”), as amended, which shall be governed according to the following terms and conditions:

CLAUSE 1 — AMENDMENTS TO CLAUSE 1

1.1The Parties hereby agree to amend Clause 1 in the Terms of Commitment in its entirety, which will come into force as follows:

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“CLAUSE 1
INTEGRATION OF SHAREHOLDER BASES AND LISTING

1.1          For the purposes of the Integration of the Shareholder Bases, as described in Recital (iv) of this Agreement and pursuant to the provisions in the 1st Amendment to this Agreement, the Parties hereby undertake to use their respective best efforts and to take all reasonable measures to also implement the listing of Oi shares (or securities backed by Oi shares or its successor in case of a corporate reorganization) on the regulated market of Euronext Lisbon (the “Listing”) and on the New York Stock Exchange, concurrently with the migration to the Novo Mercado segment of the BM&FBOVESPA, S.A. — Bolsa de Valores, Mercadorias e Futuros (the “Migration”), it being however agreed that, in the event that it is not possible for any reason beyond the control of the Parties for the Listing to happen prior to or concurrently with the approval of the Migration, the Parties agree to use their best efforts and to take all reasonable measures to implement the Listing as soon as possible following the Migration.

1.2          The Parties further undertake to perform all acts, provide any required information, prepare all necessary documentation and to present and duly file all necessary filings before all appropriate governmental bodies and authorities, so as to implement the Listing and the Integration of the Shareholder Bases as soon as possible.

1.2.1 Without limiting the provisions of Clause 1.2, the Parties undertake to perform all necessary acts to implement the Integration of the Shareholder Bases relating to all shares of Oi held by Portugal Telecom SGPS as of the date hereof or that such company shall come to hold for so long as this Agreement is in force, including, but not limited to, (i) preparing and filing any prospectuses, including for admission to trading, registration statements (including on Form F-4 or Form F-3, where applicable) or other documents with the Brazilian Securities Commission (Comissão de Valores Mobiliários, or “CVM”), the Portuguese Securities Commission (Comissão do Mercado de Valores Mobiliários, or “CMVM”), Euronext Lisbon — Sociedade Gestora de Mercados Regulamentados (“Euronext Lisbon”) and the U.S. Securities and Exchange Commission (“SEC”) by Portugal Telecom SGPS and/or Oi (or its successor in case of a corporate reorganization), as the case may be, including the preparation of audited and unaudited financial statements required by the rules of such government authorities, and (ii) hiring independent auditors, independent financial institutions or other experts to prepare financial statements, valuation reports and/or other necessary reports or documents and to use best efforts to cause such experts to consent to the inclusion their reports or other documents in the above-mentioned prospectuses, registration statements or other documents to be filed with CVM, CMVM, Euronext Lisbon and the SEC. The Parties agree that the Integration of the Shareholder Bases may be implemented through different structures throughout the term of this Agreement, to the extent they are legally permissible, but agree that nothing in this Clause 1.2.1 or elsewhere in this Agreement shall require the Parties to implement any merger or incorporation of Portugal Telecom SGPS into Oi.

1.3          Oi undertakes to attend the General Meetings of the Shareholders of Portugal

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Telecom SGPS convened for the purposes of deliberating on the acts and authorizations required for the Integration of the Shareholder Bases, whether through reduction of the share capital of Portugal Telecom SGPS, pursuant to the alternative structure under analysis described in the Information Statement issued by Portugal Telecom SGPS, dated August 13, 2014, or through another legally permissible alternative structure, and to vote in favor of its approval, to the extent Oi’s legitimate interests are preserved.

1.4          The obligations assumed by the Parties by the terms of the above Clauses 1.2 and 1.3 shall apply equally in the event the Integration of the Shareholder Bases continues in respect of any shares of Oi that Portugal Telecom SGPS may receive upon exercise of the call option granted under the Call Option Agreement, and Other Covenants entered into on September 08, 2015, among Portugal Telecom SGPS, PT International Finance B.V., PT Portugal SGPS S.A., Oi, and Telemar Participações, as amended on March 31, 2015 (“Call Option”).”

CLAUSE

IV - GENERAL PROVISIONS

4.1          Capitalized terms not expressly defined in this 1st Amendment shall have the meaning attributed to them in the Terms of Commitment.

4.2          Except as amended by this 1st Amendment, all other terms and conditions of the Terms of Commitment shall remain in full force and effect and are hereby ratified by the Parties.

4.3          The terms and conditions of this 1st Amendment shall irrevocably and irreversibly benefit and bind the signatories and their respective successors in any way.

And thus having agreed, the Parties cause 3 (three) counterparts of this Agreement, of equal substance and form, to be signed before 2 (two) witnesses undersigned herein.

Rio de Janeiro, March 31, 2015.

(Signature pages to follow)

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1ST AMENDMENT TO THE TERMS OF COMMITMENT ENTERED INTO AMONG PORTUGAL TELECOM, SGPS, S.A., OI S.A. AND TELEMAR PARTICIPAÇÕES S.A., ON MARCH 31, 2015.

SIGNATURE PAGE 1/3

PORTUGAL TELECOM SGPS S.A.

/s/ Rafael Luís Mora Funes		/s/ Shakhaf Wine
Name:	Rafael Luís Mora Funes	Name:	Shakhaf Wine
Title:		Title:

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1ST AMENDMENT TO THE TERMS OF COMMITMENT ENTERED INTO AMONG PORTUGAL TELECOM, SGPS, S.A., OI S.A. AND TELEMAR PARTICIPAÇÕES S.A., ON MARCH 31, 2015.

SIGNATURE PAGE 2/3

OI S.A.

/s/ Bayard de Paoli Gontijo		/s/ Eurico de Jesus Teles Neto
Name:	Bayard de Paoli Gontijo	Name:	Eurico de Jesus Teles Neto
Title:		Title:

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1ST AMENDMENT TO THE TERMS OF COMMITMENT ENTERED INTO AMONG PORTUGAL TELECOM, SGPS, S.A., OI S.A. AND TELEMAR PARTICIPAÇÕES S.A., ON MARCH 31, 2015.

SIGNATURE PAGE 3/3

TELEMAR PARTICIPAÇÕES S.A.

/s/ Fernando Magalhães Portella		/s/ José Augusto da Gama Figueira
Name:	Fernando Magalhães Portella	Name:	José Augusto da Gama Figueira
Title:		Title:

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