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

NOTICE TO THE MARKET
Prior Consent of ANATEL and Call of the Shareholders' Meeting of Oi

Oi S.A. ("Oi" or the "Company", Bovespa: OIBR3, OIBR4; NYSE: OIBR and OIBR.C), hereby informs its shareholders and the market in general that, during the meeting held on July 30, 2015, the Board of Directors of the Brazilian Telecommunications Agency (Agência Nacional de Telecomunicações - ANATEL) approved the request for Prior Consent, subject to the evidence of tax regularization, for the transactions and measures disclosed in the Material Facts dated March 31 and July 22, 2015, notably the merger of Telemar Participações S.A. ("TmarPart") with and into Oi (the "Merger").

Accordingly, in light of ANATEL's prior consent having been granted, the extraordinary shareholders' meeting of the Company (the "Meeting") has been called on this date, to be held on September 1, 2015, at 11:00 a.m., at the headquarters of the Company, to discuss and vote primarily on: (1) the Merger; (2) the approval of the new bylaws of Oi, reflecting the adoption by Oi of heightened corporate governance standards; (3) the election of the new Board of Directors of Oi; and (4) the opening of the period for the voluntary exchange of preferred shares of Oi into common shares, as approved in the Meeting of the Board of Directors of Oi held on July 22, 2015 and disclosed in the Material Fact on the same date.

The documents and information regarding the items of the Agenda of the Meeting, especially the information required by CVM Instruction No. 481/09, are available to the shareholders of Oi at the Company's headquarters and at the Company's Investor Relations website (www.oi.com.br/ri). A copy of this material can also be accessed through Sistema IPE of the CVM (www.cvm.gov.br) and BM&FBovespa's website (www.bmfbovespa.com.br).

Rio de Janeiro, July 30, 2015.

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

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(¹) This translation is still subject to the auditors review

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