RI Corporate Presentation Julyri.oi.com.br/oi/web/arquivos/Oi_APR_Corporativa_20100622_eng.pdfBrazil and its Regions Household (mm) Household Information –PNAD* 2008 Income** (R$)

Corporate Presentation

July 2010

Investor Relations

AGENDA

Brazilian Telecommunications Market

Oi: Profile, Footprint and Strategy

3

11Oi: Profile, Footprint and Strategy

Operational and Financial Results

Brasil Telecom Acquisition – The Deal

Expectations for the Future

11

17

31

35

Investor Relations | 2

Brazil Snapshot

Brazil in Numbers2009

• 10th economy in the world

› GDP: US$ 1.6 Trillion (2009)

› GDP per capita PPP = US$ 7.7 Thousand

› Currency – US$ 1.00 = R$ 1.78 (Mar/10)

• After a downward trend since 2008, interest

Economy


• Land Area

› 8.5 Mn Km2 (80% of European area)

• Population

› 190 Mn inhabitants

› 58 Mn households (85% urban) - 2008

• After a downward trend since 2008, interest

rates resumed increase in April/10:

› Selic: 13.75% in Dec/08; 8.75% 2009, current

9.5%, 11.75% 2010E* and 11.50% 2011E*

• Inflation under control for more than 15 years

› CPI: 5.9% in 2008, 4.27% in 2009E*, 5.67%

in 2010E* and 4.80% in 2011E*

• During the recent crisis, Brazil has been more

resilient than main developed countries in

terms of economy growth

* Central Bank Report (Focus)

Brazilian telecom market is relevant worldwide and is the most important market in Latin America

Fixed Lines in Service

Penetration per population %

320 206 73

China USA Japan

6724 2157

4th

21 9 9

Mexico Colombia Argentina

2219 19

Brazil

WorldMillion, December 2009

Latin America

Million, December 2009

40

Investor Relations | 44Source: ANATEL, IBGE, Teleco, ML Wireless, UNCTAD and Internet World Stats

Mobile Users

Fixed Broadband Users

83 48 41

Mexico Argentina Colombia

8377 121

7 3 2

Mexico Argentina Colombia

6 8 3

747525

286 208

China India USA Russia924456 14793

5th

83 7030

China USA Japan

5236 24

10th

Brazil

176

Brazil

10

98 Post-Privatization

Current Scenario

� Focus on competition

� Consolidation

� Mature fixed; mobile

03

09

Brazilian Telecom Sector Evolution

� State-owned monopoly

� Lack of investments

� Low quality of services

� Huge pent-up demand in fixed and mobile

� Incipient Internet

Pre-Privatization � Multiple players

� Focus on universal and quality of services

� Expansion of fixed and mobile

� GSM launch

� Broadband start-up

� Mature fixed; mobile and broadband as growth drivers

� Convergence in early stages

� Launch of 3G


Brazil and its Regions

Household (mm)

Household Information – PNAD* 2008

Income** (R$)

Population (mm)

30.4

704

57.6

190.0

BrazilRIII

104.3

RII RI

927 992 820

44.8 40.8

14.3 12.9

Brazilian Telecom IndustryGeneral Plan of Concessions divided the country in 3 Regions, with strong social/economic differences

Mobile + Fixed - %

Just Fixed - %

Just Mobile - %

No phone - %

With computer - %

With internet - %No internet - %

No Computer - %

30

4

42

24

24

18

6

76

39

5

39

17

32

25

8

68

37

28

9

63

47

37

10

53

41

4

45

10

58

8

27

7

* PNAD: Pesquisa Nacional do Domicílio – IBGE; ** Income per capita per month

Region I

Region II

Region III


Competition: Main Telecom Groups in Brazil Market Share of Subscribers and Revenues – March 2009

• Oi 31%

Revenues market-shareMarch / 10

Full Integrated

51%

Oi*

National

Telefonica

27%

30%

Telefonica*

Vivo

National

Region III

36% 24%20%


National Market Share - Fixed Lines in Service National Market Share - Mobile

• Oi 31%

• Telefónica + Vivo 31%

• Claro + Net + Embratel

23%

• TIM: 13%

• Others: 2%

* Also operates Long Distance and Data Transmission Nationally

Embratel Claro

National

25%

Telmex / AMX

15%

National

TIM

24%

(Pure mobile)

National

National Market Share - Fixed Broadband

25%

� Mature local fixed voice

– Accesses losses (FMS in accesses)– Lower traffic per terminal (FMS in traffic) – More competitive market in high-end and

SME (new entrants)– Penetration: 51% of households

Fixed

� Continued expansion in the mobile market

8

10

11 12

Fixed

Mobile (includes 3G)

Fixed Broadband

168

202

Market Trends Brazilian Market (Fixed, Mobile and Fixed Broadband)

Access lines (millions)

227

Brazilian Telecom IndustryTraditional fixed services face adverse scenario whereas mobile and broadband keep growing

232

Mobile

Broad

band

� Continued expansion in the mobile market with strong competition

– Strong market evolution, mainly in the pre-paid (naked sim-card) market

– ARPU for the industry has been reducing – Different business models– Penetration: 97% of inhabitants (Mar/09)

� Broadband growth accelerates

– Fierce competition in areas that concentrate high-end clients

– Continuous expansion and falling ARPU – 3G changes the dynamic of the industry– Penetration*:20% of households

20 39 39 41 42 41 7

35

121

151174 179

1

* Fixed broadbandSource: ANATEL, Teleco and Team analysis; FMS - Fixed to Mobile Substitution; SME - Small & Medium Enterprises

27

75

1998 2002 2007 2008 2009


Mar/10

2,1

3,0 3,7

3,1 3,8 0,6

2,7

1,5

3,2ADSLCable & Others3G Data Cards

32,338,9

44,739,6

45,929,3

37,9

44,539,0

45,5

Mobile Market (Includes 3G)

million customers

RII

RIII121.0

150.6

Broadband Market (Fixed and Mobile)

million customers

7.7

10.6

174.0

14.1

Brazilian Telecom Industry – Mobile and Broadband MarketsNet additions resumed growth in 1Q10; broadband market grows at high rates

179.1

152.4

15.0

11.9

5,67,0 7,7 7,3 8,0

59,4 73,8 84,8 75,1 87,7

32,3

Source: ANATEL; Team analysis** Considering Feb/09 net adds equal to feb/10 (during Fev/09 there was a clean-up of mobile clients done by

one of our competitors).

� Mobile market still grows in 2009, but at lower rates

― Net additions of 23,4mn in 2009 are 21% below 2008

― Naked sim card continues as a national trend

� In 1Q10, mobile market resumed growth (net adds ~

30% higher**)

RI

2007 2008

� Broadband: Strong growth in accesses

– Fixed broadband penetration: 20% of households

– ADSL corresponds to 68% of total fixed broadband accesses and 53% of the total (fixed + 3G Data Cards)

2009 2007 2008 2009


Mar/10Mar/09 Mar/09 Mar/10

AGENDA



3






11

17

31

35

TelemarParticipações S.A.

Tele Norte LesteParticipações S.A. (TNE)

BNDESPar 31.383%Previ 12.948%Funcef 2.790%Petros 2.739%

AG Telecom 19.325%L. F. Tel 19.325%Fund. Atlântico 11.490%

Public Companies

Current Ownership Structure

Free Float

% ONs % PNs % Total

Tele Norte Leste (TNE) 46.3% 100% 82.1%5.5%

18% Total54% ON

* Tickers at Bovespa and NYSE: TNE (TNLP4 and TNE); BRTP (BRTP4 and BTP), BRTO (BRTO4 and BTM), TMAR (TMAR5)

100%

IntegratedTelemar Norte LesteS.A. (TMAR)

Others

Participações S.A. (TNE)

49%

Oi Mobile BrTO


Tele Norte Leste (TNE) 46.3% 100% 82.1%

Telemar Norte Leste (TMAR) 2.6% 20.5% 12.5%

Brasil Telecom S.A. (BrTO) 20.4% 66.7% 50.7%82%97% ON

80% ON

Pursuant to Material Fact disclosed by Telemar Participações on June 21, 2010, shareholder BNDESPAR held a special auction for the purchaseand sale of Telemar Participações S.A. shares on June 17, 2010. FUNDAÇÃO DOS ECONOMIÁRIOS FEDERAIS - FUNCEF and FUNDAÇÃO PETROBRÁS DE SEGURIDADE SOCIAL - PETROS, as buyers, were the winners of the respective lots. However, Telemar Participações S.A. awaits ratification by Anatel to transfer the shares.

� Leader in integrated telecom solutions in the country

– Revenues Generating Units of over 62 million

– First quadruple play operator in Brazil (fixed, mobile, ADSL/cable broadband

accesses and pay-TV)

� Strong execution culture in Region I, overcoming targets

– After the launch of new services in Region I, leadership was always obtained in

a very short period of time**

Oi’s SnapshotLeading Telecommunications provider in Brazil and the only integrated player offering nationwide 4-play services

– Highly qualified management team

* Oi Consolidated ** Mobile: the leadership was reached after less than 3 years; leadership in the ISP after 7 months (broadband) and after 10 months in the free dial-up Investor Relations | 12| 12

� National coverage in mobile and data businesses meets scale

needed in a capital-intensive type of business

– Oi has the size which is comparable to its main competitors

– Sustained and long term shareholder’s value proposition

� Solid financial position

– Balance sheet balanced between growth businesses

(mobile/broadband) with cash cow services (fixed line)

– Debt amortization schedule compatible with cash flow

generation

� Pioneer in m-payment

Globenet� 22,000 km of

submarine cable linking Brazil, Venezuela,

Belo Horizonte

Uberlândia

Poços de Caldas Barbacena

Pay-TV Other businessesBroadband

1º

1º

Domestic Coverage Fixed Mobile

4º 1º

1º 1º

4º

Business and Domestic FootprintThe New Company: Businesses and Subscribers (Millions; March/09)

23.7 13.4 2.3

7.2 7.6 2.0

5.7

Source: Anatel and Companies;* 2009

Venezuela, Bermuda and USA

ISP/Portal� Largest Brazilian

ISP� Leading ISP in

regions I and II

• Recent launch of DTH in 8 states of Brazil

• 4 cities in cable (MG)

Caldas Barbacena

� 62 million clients (RGUs)

� More than 26% of total clients in Brazil

� Higher group in revenues, with over 30% of all revenues in the sector

36%

2.9 th.Cities*

Share Brazil

Total 4.3

51%

4.8 th.

20%

2.8 th.

21.136.6


National and International Backbone

� The new company now has a total of:

− 138th. Km of fiber optical cable

° 73 thousand km from BrT: BrT/Metrored

(51 th. Km) and GlobeNet¹ (22 th. Km)

Data Backbone FootprintThe biggest and most widespread backbone nationwide

° 65 thousand km from Oi

− 30.4 th. Km of metropolitan rings

° 8.4 thousand km from BrT and Metrored

° 22 thousand km from Oi

� Through the national and international

backbone, the new company can fight

for the leadership of Corporate Data

segment

1. Globenet connects Brazil, USA, Bermuda and VenezuelaInvestor Relations | 14

Operational GuidelinesTo face the current market scenario, Oi aims to utilize integrationtowards achieving the goal of differentiation

Keep the focus on convergence� Quadruple play: Expand Pay TV offering

� Cross sell and up sell

� Reduce churn

� Key element in the offering of integrated services

� Expansion of coverage, availability and speed

� 3G expansion nationwide

Increase the offering ofbroadband services

� Differentiated offers

› Sim-card only model: very low acquisition cost

› Focus on bundled services for post-paid

Increase the growth opportunitiesof our mobile businessmaintaining profitability

� Use the biggest (and more widespread) national data backbone to leverage corporate businesses

� Leverage international data businesses through Globenet

Expand data business

� Internal processes improvements

� Implementation of best practices

� Capture all synergies with BrT ASAP

Increasing efficiency and costcontrol


AGENDA



3






11

17

31

35

0,06

0,20,06

0,3

� RGUs totaled 62.2 MM in March/10, with 4.6 MM YoY net additions:

� Mobile: 4.8MM

Revenue Generating Units

61.9

8.0%

Revenue Generating UnitsRGU growth remain robust in the 1Q10, reaching more than 62 million clients at the end of March/10 (+8.0% vs 1Q09)

Total Revenue Generating Units – RGUs*

Million

55.9

62.2

57.7

20,330,0

36,1 31,836,6

3,1

3,8

4,23,9

4,322,2

22,1

21,321,8

21,1

0,06

2007 2008 2009 Mar/09 Mar/10

Fixed Broadband Fixed LISMobile (includes 3G)

* Pro-forma numbers in 2006 to 2008 (Considering Brasil Telecom)

� Mobile: 4.8MM

� Broadband: 629th

� Pay-TV: 283th

� Mobile customers already account for 58.8% of all RGUs at the end of 1Q10 (55.2% in 1Q09)


45.6

Pay TV

Pre-Paid

- 82% of net additions since March/09- 84% of total client base

36.1

15.0%

Mobile Client BaseThe pre-paid and control segments have been the major growth drivers, representing almost 97% of the group’s net adds since March/09

Mobile Clients – Mix of subscribers*

Million

30.031.8

36.6

Control

- 15% of net additions since March/09- 12% of total client base

Post-Paid

3,5 3,5 4,3 3,7 4,41,3 1,5 1,4 1,5

16,8

25,2

30,326,7

30,7

2007 2008 2009 Mar/09 Mar/10

Pre-PaidPost-Paid


Controlled

20.3

* Pro-forma numbers in 2006 to 2008 (Considering Brasil Telecom); ** Controlled plans included in the post-paid from 2007

Post-Paid

- 3% of net additions since March/09- 4% of total client base- Oi Conta Total amounts to 1.5

million, 39% of Region I post-paid base

Market-Share at the end of 1Q10

- RI: 27.0%

- RII: 15.8%

- RIII: 12.6%

- National: 20.4%

“Oi Conta Total” Customer base

Thousand users

1.061

1.449 1.249

1.453

Oi Mobile: Bundle offers in the post paid segment for both companiesOi will reinforce BrT’s bundle strategy, aiming to boost net additions as it happened in Region I since 2007; Bundle should be available in RII in 3Q10

� Fixed line, mobile and Internet bundle

� 5 plans*

� Unlimited local calls between fixed lines

� Unlimited access to internet

� Free long distance minute packages

% Post-paid**

537

1.061

20.7

*OCT Light, OCT 1, OCT2, OCT3 e OCT4, from 50 to 1,000 fixed minutes per month, dial-up internet to OiVelox 1 mega, Oi Mobile shared with up to 4 people.** Post-paid base from Oi Region I (area where the plan is available)

2007 2008

27.8

2009

38.3


Mar/09 Mar/10

32.2 38.7

Millions, % of Fixed Lines in Service

1,521,96 2,22 2,22 2,30

0,050,05

0,050,05

1,57 1,81 1,92 1,94 2,00

10,7%

14,1% 16,4%14,7% 16,8%

19,5% 22,2%25,1%

25,6%

2.01Broadband

Clients and

Penetration

on LIS

Millions, % of Fixed Lines in Service

Region IIRegion I

2.27

Fixed Broadband Client BaseIn the broadband market, there’s more room to growth in Region I due to lower penetration as compared to Region II

2.272.35

Coverage**1.585Cities with coverage 1.361

85%44%% of total

2007 2008* 2007 2008

Cities with coverage

% of total

* The broadband penetration on fixed lines in service considers just the ADSL accesses ** Numbers of December/09

on LIS

� Broadband CAGR of 25.2% (2006 to 2009) � Broadband CAGR of 13.7% from 2006 to 2009

2009* 2009


• Oi Velox Ultra, a new Ultra High-Speed Fixed Broadband portfolio, was launched in the metropolitan region of Recife in Sept/09 and will be expanded to other states 2010

• Fixed broadband grew 8.3% since March/09 and already represents 20.0% of all fixed line in service (17.8% in 1Q09)

1Q09* 1Q10* 1Q09 1Q10

Fixed

Mobile

Total

Regions I + III

25.127.2

New Oi Consolidated

45.744.0

� Mobile and broadband segments as main growth drivers, offsetting lower

+4.0%

1Q10 vs 1Q09

Oi Financial Highlights: Consolidated Gross RevenueR$ billion

4,4 6,4

20,7 20,8

+8.4%

8,5 9,9

2,3 2,6

0,20,2

0,1 0,1

35,335,6

8,9 8,8

2008* 2009 1Q09 1Q102,0 2,1

14,0 14,9

2007 2008

Mobile

* 2008 pro-forma **Pay TV and Paggo

Fixed

Mobile

Total 16.0 17.0

Region II

drivers, offsetting lower revenues from the traditional wireline segment

� Mobile and data already accounts for 22.5% and 19.7% of total revenues, respectively (20.2% and 18.5% in 1Q09)

Investor Relations | 21Mobile Other

Services** Fixed

4,4 6,4

2007 2008

11,511.2

+2.7%

+6.3%

3.786

Oi BrT

10,134 10,249

Consolidated EBITDA**

R$ Million • 6.5% increase in EBITDA shows the synergies gains resulting from the integration of Oi and BrT

• 1Q10 had lower operational expenses, even when compared with recurring expenses of 1Q09, mainly related to:

Oi Financial Highlights: Consolidated EBITDA and MarginR$ billion

9,864

1Q10 vs 1Q09

6.348

2007 2008*

EBITDA Mg Oi 36.1%

2009

34.2% 33.0%

EBITDA Mg BrT 34.2%

• Handset Cost / Others

• Third-party Services

• Personnel

• Provision for Bad Debt

• The negative impact of São Paulo in the 1Q10 EBITDA was R$35 MM (R$84 MM in 1Q09)

* 2008 Pro-forma; ** Recurring EBITDA and EBITDA margin in 2008, 2009 and 1Q09


2,377 2,532

1Q09 1Q10

31.7% 33.9%

+6.5%

Regions I + III

2,318

1,154 1,087

� Huge growth in net income YoY due to lower:

� Lower operating Expenses

� Better financial results

� Reduced depreciation and amortization

1Q09 was impacted by:

New Oi Consolidated

Oi Financial Highlights: Consolidated Net IncomeR$ Million

1Q10 vs 1Q09

2007 2008

* 2008 Pro-forma

2007 2008

673

782

Region II

� 1Q09 was impacted by:

� non-recurring costs of R$185 million

� Fiscal distortion as the goodwill generated in BrT’sacquisition had been amortized since January/09 and could not be used to reduce tax payments up to the end of 3Q09.


2008* 2009

-436

11

496

1Q09 1Q10

3,52,61,8

2,0

Fixed

Total

Regions I + III

2.3

4.6

5.1

7.3

-30.2% Consolidated CAPEX in 1Q10

� 78% directed to growth businesses

� 42% in data / broadband

� 36% in mobile

� In wireline, Capex was concentrated in:

New Oi Consolidated

Oi Financial Highlights: Consolidated CAPEXR$ billion

0,31,21,1

1,5

3,8

2,4

0,4 0,1

2,7

0,50,2

2008* 2009 1Q09 1Q10

0,5

2007 2008

Mobile

* 2008 Pro-forma

2007 2008

Fixed

Mobile

Total

1.4

2.7

5.1

Region II

in:

� Digital inclusion schools

� Expansion of fixed broadband

� Data package offers for corporate clients

� In wireless, the allocation focused on:

� Coverage expansion, especially in Region III and II


Fixed

Mobile

0.40.9

-58.9%

21,1 24,1 24,1

4,14,7 5,10,71,1 0,8

Consolidated Gross Debt

R$ Billion

25,929.9

Local Currency Foreign Currency Hedge

29.9

Oi Financial Highlights: Consolidated DebtAfter an increas with the consolidation of Invitel/BrT, net debt decrease during 1Q10

9777

312

CDI

TJLPLibor

BRL Fixed

USD*

BRL

Total Debt Profile (After hedge)

%

19,2

21,9 21,3

21,1 24,1 24,1

Mar/09 Dec/09 Mar/10

Mar/09 Dec/09 Mar/10

Consolidated Net Debt

R$ Billion


Currency Interest

*Includes Cash USD

� Effective cost of debt in 1Q10: 100.5% of CDI

accumulated (107% in 2009)

� Cost of debt (contracted) in 1Q10:

- Local Currency: 116% of the CDI

- Foreign Currency: Libor + 5.7%

7,5

6,4

Gross Debt Amortization Flow – Currency*

R$ Billion

2%3% 2%

2%

3%

3% 8% 7% 14%24%

43%

BRL JPY USD

Gross Debt Amortization

R$ Billion

100%

Oi Financial Highlights: Consolidated DebtDebt Profile and Maturity Flow

5,0

4,0

2,7

4,2

95% 89% 92% 84%73%

51%

3%

6%

43%

10 11 12 13 From 2015 on

2010 2011 2012 2013From 2015 on

*Cash-Flow Impact of the Amortizations Investor Relations | 26

201414

0,41,5

2,2 1,9 2,1

Net debt/Recurring EBITDA

x

Interest Coverage Ratio*

x

7,3

4,93,9 4,0 3,9

Oi Financial Highlights: Consolidated DebtKey Ratios

2007 2008 2009 1Q09 1Q10 2007 2008 2009 1Q09 1Q10

0,31,0

2,7 2,3 2,5

Net debt/Equity

x

EBITDA – CAPEX**

R$ billion

6,4

2,9

4,8

1,52,2

* Considers Recurring EBITDA for 2008 and 2009 LTM** Considers numbers from Oi + BrT (2006 to 2009) and uses recurring EBITDA in 2008 and 2009

2007 2008 2009


1Q09 1Q10

2007 2008 2009 1Q09 1Q10

2007 2008 2009 1Q09 1Q10

2007 2008 2009 1Q09 1Q10

Dividends - TNE

Payout

Evolution of Dividends TNE

R$ Million

1.100

2.675

1.1141.310

2.318

1.155

Net ResultsDividends

233%

35%

216%

376%

146%

70% 25%29%

232%

Statutory Dividends:

• All of the shares: right to receive minimum dividends of 25% of adjusted net profit

• Preferred shares and ADRs: minimum 6% of Capital or 3% of Shareholder’s Value, whichever is higher

Historically:

• R$ 7.6 billion in Dividends and Interest on Equity were paid in the last 10 years

• TNE paid an average of 103% of profits generated in the last 10 years

• A value equivalent to 79% of Shareholder’s Equity (dec/08) was distributed in the last 10 years

224 251 303500

8001.100

785330

671

96

709

140

-416

213

7511.114

1.310 1.155

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008


Dividends – TMAR

Payout

Evolution of Dividends TMAR

R$ Million

5.357

1.114

240%

123% 131% 147%

64% 40%98%

408%

Net ResultsDividends

Statutory Dividends:

• All of the shares: right to receive minimum dividends of 25% of adjusted net profit

• PNA shares have the right to receive dividends 10% higher than the ones distributed to ON shares

• PNB shares has priority in the receivement of dividends, which shall be fixed per year and equivalent to 10% of the division of the Capital per total number of shares.

Historically:

• R$ 12.1 billion of Dividends and Interest on Equity were distributed in the last 8 years

• 116% of payout in the period

708 850 1.000 1.350 1.100651

1090295

687 761 9171.717 1.614

1.114

1.310

2001 2002 2003 2004 2005 2006 2007 2008


AGENDA



3






11

17

31

35

Cash Disbursements and Total Equity Value

R$ billion

(1) Purchase of preferred shares in the open market

(2) Purchase of preferred shares in the Tender Offer

2,3

1,0

5,4 (3) Acquisition of the

Shares Purchases BRTP BRTO

# shares % # shares %

PN Shares 76,645,842 21.1 58,956,565 10.7

Open Market 55,819,400 15.4 45,590,200 8.3

Tender Offer 20,826,442 5.7 13,366,365 2.4

ON Shares 121,545,213 33.6 630,872 0.0

Control* 81,092,986 22.4 -

Tag Along 40,452,227 11.2 630,872 0.0

The Acquisition of Brasil TelecomAcquisition value and funding sources

Funding Sources

R$ 4.3 billion in Bank Credit Certificates (July 2008)

R$ 3.6 billion in Commercial Papers (August 2008)

R$ 2.0 billion in Commercial Paper (December 2008)

R$ 1.5 billion in Cash

R$ 11.4 billion

*Considers common shares that were subject to shareholders’ agreements governing the relationship among the controlling shareholders;

(5) Invitel Debt

(4) Mandatory Tender Offer (Tag Along)

5,4

2,7

11,4

1,0

12,4

(3) Acquisition of the Control

(=) Total Cash Paid

(=) Total Equity Value

TOTAL 198,191,055 54.7 59,587,437 10.7


Oi and BrT Integration The operational integration process practically concluded at the end of 2009, absorbing the expected synergies

• Objective: begin 2010 with a completely restructured company, focused on quickly absorbing synergies

• Assumption: adoption of best practices from both companies

Engineering and Network Marketing and Channels Opex

• Integration of newly planned and operating

network

• Single brand model – “Oi”

– Migration of public phones, own stores

and kiosks

• Implementation of administrative

restructuring

• Renegotiation of suppliers’ contracts

32

* Network Operating Center

• Implementation of new operational

philosophy , geared towards quality

improvement as perceived by customers

• Unification of NoC*

• Unification of internal plant’s management

model (RI/II) and centralization of external

plant maintenance contract (RII)

• Integration of switch network, expansion of

2G/3G networks reach, unification of core

voice and data network, and consolidation

of SMS/MMS platforms

– Training for call center attendants and

field technicians

• Integration of Oi and BrT portfolios

• Implementation of single model for sale

channels and distribution

– “Retail” distribution was restructured,

focusing on small retailers and

expansion of virtual recharge

– Migration of owned stores to franchises

– SMEs channels adopted model to cater

to different customer profiles and

corporates with national approach

• Use of internal infra-structure to substitute

services provided by other telecom service

providers

• Adoption of naked sim-card strategy in

Region II

• Employees:

– Culture unification

– Single management model

– Unified organizational structure

Investor Relations |

The Acquisition of Brasil TelecomAmortization of the Goodwill

Previous Situation Current Situation - Details

Tax Deductible License (R$6.9 bn)

Network(R$2.1bn)

� Before the 2 steps of the simplification of the structure

� Still done in 17 years (~R$400 mn per year)

� According to the assets lifetime

� Amortization per year in R$ MM

� License (R$6.87 billion)

- 17 years of amortization

� Network (R$2.10 billion)

- Amortization in 7 years (average)

� Amortization of ~R$700mn per year


Current Situation

� Total of Amortization is composed of 2 parts:

1 Tax deductible (done in BrT) – R$8.9 billion;

+

2 Not tax deductible (done in Coari) – R$6.9 bn

Not Tax Deductible

� Resulted from the additional provisions needed

License (R$5.3 bn)

Network(R$1.6bn)

� Still done in 17 years (~R$320 mn per year)

� Amortization in 7 years (average)

(~R$250 mn per year)

AGENDA



3






11

17

31

35

Long termShort / Medium term

� Increase of Internet penetration� Mobile reaching maturity with increased VAS

relevance � Increase of Pay TV penetration

Strong competition in mobility (traffic) with � More competition in broadband with 3G/LTE

� Continuation of main trends- Slight reduction in fixed lines and focus on

alternative plans- Mobile and broadband as growth drivers� Fixed companies consolidating DTH offers� Triple Play ›› Quadruple Play

Market

Future scenario brings challenge and opportunitiesBenefits of the Deal

Auction for LTE (4G) frequency bandsRegulation of new pro competitive actions (PGR)Mobile Interconnection Rates based on cost

models (VU-M)

� WiMax as possible access solution Next Generation Networks (NGN) / VoIPFTTX access becomes significant

Incumbents permitted to provide IPTV broadcasting and/or to buy cable companies through approval of:- PL #29 and/or- New auction for cable licenses

Auction for WiMax frequency bands

Strong competition in mobility (traffic) with portability and 3G

3G becomes an alternative access for broadband in the retail

� More competition in broadband with 3G/LTE (4G) and WiMax

� New competition with alternatives ways of access (Skype, for example)

Competition

Regulation

Technology


AttachmentsAttachments


General Concessions Plan (PGO)*Telebrás Break-up and Privatization

Competition intensifies: incumbents allowed to offer new services (long distance and data) nationwide New mobile start-up companies

Full Billing for mobile companies

Approval of Cable Law

1995 1997 1998 2000 2002 2005 2006 2007 2008..2008..

Regulation: Brazilian Telecom Market has experienced important changes in its institutional/regulatory

Pulse-minute conversionNum. portability3G AuctionGeneral Law of

Telecom: creation of ANATELAuction of licenses for 2nd players or Mobile

Competition: Licenses for fixed line mirror companies

Concession contract renewal for incumbent fixed line telcos (25 years)

1995 1997 1998 2000 2002 2005

(*) – The General Concession Plan determines that M&A among fixed-line incumbents is not permitted.

New billing rules (pulses to minutes) interconnection rates

2006 2007 2008..2008..

Cable law revisionPGO revisionFull convergence(Fixed, Mobile, Broadband, Video)


30,8%

34,0%36,8%

39,7%

44,7%46,2%

44,5%

46,1%45,9%

Brazilian Telecommunication Gross Revenues

R$ billion

� Whereas fixed telecom

revenue has grown at an107

115

131

146 148

Market: As access grows, mobile becomes relevant in sector’s total revenues

49 55 60 65 66 72 78 82

19 20

22 28

35 43 49

58 67 66

16 17

2002 2003 2004 2005 2006 2007 2008 2009 1T09 1T10

revenue has grown at an

average of 7.6% annually,

mobile revenues has reached

a rate of 17.0% per year

between 2002 and 2009.

Mobile as % of TotalFixedMobile

Source: Company reports (Tele Norte Leste, Brasil Telecom, Telesp, Embratel, GVT, Net, Tim Brasil, Vivo, Claro, Telemig and Tele Norte Celular) and Telecom

7183

95107

115


3735

107%

92%99%

90% 88% 90%

110%

161%

108%

99% 98%93%

97%103%

89%

Region I: 83% Region II: 101%

Region III: 110%

Brazil: 93%

Mobile Penetration rates in the Brazilian States% March 2010

78%73%

68%

84%88%

75% 76% 74% 73%

61%

47%

89%

79% 80%

RJ MG ES AM RR PA AP PE RN SE AL CE PB BA PI MA SP DF MS MT GO PR SC RS RO AC TO

Source: Anatel

Region I Region III Region II


Dial-Up Access

Local Internet dial-up access: Increase dial-up access availability for local STFC mode to have 56%

of the 2,995 municipalities in Region I under this service following Anatel’s schedule

Alternative long distance plan – For the municipalities not covered by the local dial-up access schedule there will be an alternative National Long Distance (NLD) plan offer with non-geographic access code up until December 31, 2010

Expand broadband commercial retail offer to all municipalities in Regions I and II (4.8 thousand municipalities)

Expand optical fiber network in Northern Region to all municipalities of Boa Vista (RR), Manaus (AM) and Macapá (AP)

Broadband and Data

The Acquisition of Brasil TelecomCommitments with ANATEL (1/3)

(AM) and Macapá (AP)Increase the number of municipal head offices in Regions I and II through optical fiber in addition

to those already existing

Fixed

Public telephony

– Region I: Payphone cards acquisition of cards with tariffs previously approved by Anatel printed on the cover. Exclusive commercialization of payphone cards with tariffs printed in authorized sales posts from Dec31, 2009

– Region II: conduct a viability study on the above actions to implement in Region II

Mobile

Extend offering of all existing offers that have national coverage in Region I to Region II until Dec31, 2009.

Environmental actions


Supply over 2 thousand sets of antenna, decoders and TV sets to public institutions.Offer on the DTH and cable operations’ basic schedule an independently- produced national

channel until December 31, 2010.Focus on efforts to popularize Pay Tv through available offers.

Pay Tv

National Security

Supply to the Military Forces a voice and data communication system, including notebooks and CPEs, in 66 border posts in Region I and II, for up to 18 months after Anatel’s approval.

Propose Memorandum of Understanding with the Brazilian Spatial Agency, Ministry of Communications and Defense Ministry, up to 90 days, in order to collaborate in the Brazilian Geostationary System Project.


Geostationary System Project.

Research & Development

Increase the financial resources available for research and development purposes in

Brazil.

EILD* andCorporate

Maintain and increase in each PGO Region the same existing conditions in offers available to

the corporate segments of Oi and BrT. Lower the numbers of special requests in Region I to the same level EILD requests in BrT’s Region

within 12 months. Maintain or lower the percentage of Special EILD in Region II.

*Special industrial exploration of dedicated lineInvestor Relations | 41

Transparency

of offers

Develop specific processes to speed up commercial service for the corporate segment

(with the requirer name, required item and date of request) by making available quarterly reports to Anatel.

Adopt a system to announce in the internet corporate segment offers for 3 months in Regions I and II.

Create a commercial corporate unit in Regions I and II by developing a speed-up process in 3 months.

Develop a data system for Anatel that features offers, plans, promotions, benefits and

disadvantages of specific offers to the final customer through quarterly electronic reports.


Number of

employees

Maintain the consolidated number of employees at the companies until April 25, 2011

(taking as reference the number of employees on February 01, 2008).

Lawsuits

with Anatel

Renounce in 30 days to the lawsuits made against Anatel (regarding Fistel) by Amazônia

Celular .Discuss with Anatel other open judicial and administrative lawsuits.

International

Expansion

Inform Anatel about Oi’s operation in the international market through quarterly reports.


Shareholder Rights

Dividends

� Common shares have a tag along right of 80% of the value paid upon acquisition of control under existing Corporate Law.

� The Preferred shares do not have tag along rights.

Tag along

Voting Rights� Common shares have full rights to vote at shareholder meetings.

� All shares: right to receive a minimum 25% of adjusted annual net income.

� Preferred Shares and ADR (254.9mn): minimum of 6% of Capital (R$217.9 million - Dec/09) or 3% of Shareholders’ Equity (R$161.1 million – Dec/09), whichever higher.

Corporate StructureShareholders Rights

� Five members, appointed by:- Controlling Shareholder (Telemar Participações) - 3- Minority Shareholders (voting shares) -1- Minority Shareholders (preferred shares) -1

Voting Rights

Board Members

Fiscal Committee Members

Redemption Rights

� Common shares have full rights to vote at shareholder meetings.� Preferred shares have right to vote only under specific circumstances (a).

� Minority shareholders have the right to appoint two board members (within of 11).

� Shareholders have the right to redeem under certain special circumstances (b)

(a) Approval of long term agreements with related parties; redemption of preferred shares; full right to vote if the Company does not pay dividends for three consecutive years.

(b) Issuance buy the Company of a new class of preferred shares; change in preference right of shares; redemption of shares; reduction on statutory dividend; merger of the company; change in corporate purpose. Investor Relations | 43

CVM Instruction n 358, art.12: Shareholders owning a direct or indirect controlling stake in the

company, shareholders who elect the members of the Board of Directors or the Fiscal Council, or any

private individual, legal entity or group of same, acting jointly or representing a common interest,

that attains a direct or indirect stake equivalent to 5% (five percent) or more of the company’s

types or class of shares, must immediately inform the Company, under the terms this article.

TNL - Tele Norte Leste Participações

Capital Treasury Control Free-Float

Common 130,611,732 3,036,149 68,504,187 59,071,396

BRTO – Brasil Telecom S.A.


Important Notice to TMAR and TNE ShareholdersMarch 2009

In compliance with the terms of article 12 of CVM Instruction n° 358, art.12, TELEMAR advises itsshareholders that the Company cannot be held responsible for any public disclosure of information bythird parties regarding the acquisition or disposal of equity stakes equivalent to 5% or more of eachclass of shares or of the rights pertaining to these shares or other securities issued by the Company.

TMAR - Telemar Norte Leste


Common 107,063,093 - 104,227,873 2,835,220

Preferred A 130,487,295 223,500 104,329,417 25,934,378

Preferred B 1,063,967 - 6 1,063,961

TOTAL 238,614,355 223,500 208,557,296 29,833,559

Preferred 261,223,463 6,262,730 - 254,960,733

TOTAL 391,835,195 9,298,879 68,504,187 314,032,129


Common 203,423,176 - 161,990,001 41,433,175

Preferred 399,597,370 13,231,556 128,675,049 257,690,765

TOTAL 603,020,546 13,231,556 290,665,050 299,123,940


This presentation contains forward-looking statements.

Statements that are not historical facts, including

statements about our beliefs and expectations, are

forward-looking statements and involve inherent risks

and uncertainties. These statements are based on

current plans, estimates and projections, and therefore

IR Contacts

Roberto Terziani 55 21 3131-1211

Bayard Gontijo 55 21 3131-1211

Carolina Gava Silveira 55 21 3131-1314

Bernardo Guttmann 55 21 3131-1316

45

current plans, estimates and projections, and therefore

you should not place undue reliance on them. Forward-

looking statements speak only as of the date they are

made, and we undertake no obligation to update publicly

any of them in light of new information or future events

Rua Humberto de Campos, 425 / 7th floor Leblon - Rio de Janeiro - RJ

E-mail: [email protected]

Bernardo Guttmann 55 21 3131-1316

Patricia Frajhof 55 21 3131-1315

Michelle Costa 55 21 3131-2918

Visit our website: www.oi.com.br/ir

Documents

RI Corporate Presentation Julyri.oi.com.br/oi/web/arquivos/Oi_APR_Corporativa_20100622_eng.pdfBrazil and its Regions Household (mm) Household Information –PNAD* 2008 Income** (R$)