Corporate presentation

Investor Relations
Corporate
presentation
June 2012
Brazilian Telecommunications Market
Oi: Profile, Footprint and Strategy
Operational and Financial Results
Attachments
1
BRAZIL SNAPSHOT
Income Classes
Land Area
2005
• 8.5 Mn Km2 (80% of the size of Europe)
Population
• 191 Mn inhabitants (5th largest)
• 57 Mn households (84% urban)
2011
Income*
A/B
15%
22%
R$ 2,907
C
34%
54%
R$ 1,450
51%
24%
R$ 792
6th largest economy in the world
• GDP: US$ 2.5 Trillion (2011)
• Currency – US$ 1.00 = R$ 1.88 (Dec/11)
D/E
Strong expansion in GDP per capita combined with record low unemployment
rate have resulted in a significant shift in income classes
* Average income per household
Source: PNAD, O Observador – OPSOS2011, IBGE
2
BRAZIL’S IMPORTANCE IN THE WORLD ECONOMY GROWS AND
TELECOM IS KEY TO FURTHER DEVELOPMENT OF THE COUNTRY
Where we were
Where we are
GDP, current prices,
trillions of US$, 2007
GDP, current prices,
trillions of US$, 2011
14
USA
4.4
Japan
15.1
USA
China
7
5.9
China
3.5
Japan
Germany
3.3
Germany
3.6
England
2.8
France
2.8
France
2.6
Brazil
2.5
England
2.5
Italy
2.1
Spain
1.4
Italy
2.2
Canada
1.4
Russia
1.9
Brazil
1.4
India
1.8
3
THERE IS POTENTIAL TO INCREASE PENETRATION AND
INTEGRATION OF TELECOM SERVICES IN BRAZIL
Fixed voice penetration
Lines/homes
Mobile penetration
Lines/ population
77%
125%
70%
88%
121%
106%
100%
Broadband penetration
Accesses/ homes
30%
137%
Pay TV penetration
Subscribers/ homes
23%
42%
48%
75%
82%
Source: Anatel, Pyramid
87%
61%
4
BRAZILIAN TELECOM SECTOR EVOLUTION
1998
PREPRIVATIZATION
• State – owned
monopoly
• Lack of Investments
• Low quality of services
• Huge pent-up demand
• Incipient Internet
2003
2008
2012
POSTPRIVATIZATION
FOCUS ON
COMPETITION
CURRENT
SCENARIO
• Multiple players
• Focus on universal
competition and quality
of services
• Expansion of fixed and
mobile services
• GSM Launch
• Broadband start-up
• Consolidation
• Mature fixed; mobile
and broadband as
growth drivers
• Convergence in early
stages
• Launch of 3G (2008)
• Expansion of Pay-TV
(Cable TV and DTH)
• Tough competition
• Mature Mobile
services: multiple chip
is a market trend (on
net-calls)
• Pay-TV and broadband
as growth drivers
• 3G services is a reality
• Convergent Players
5
BRAZILIAN TELECOM INDUSTRY
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)
CONTINUED EXPANSIONS IN THE MOBILE DATA MARKET
WITH STRONG COMPETITION
Brazilian Market (Mar/12)
Access (million)
Fixed
Broadband
Pay TV
14
Wireline
17
43
• Market evolution, mainly in the pre-paid (naked sim-card)
market based in the multiple chip trend
• ARPU for the industry has been reduced
• Different business models
251
BROADBAND AND PAY TV WITH STRONG GROWTH
• Fierce competition in areas that concentrate high-end clients
• Continuous expansion and falling ARPU
• Penetration:
• Fixed Broadband: 30% of households
• Pay TV: 24% of households
Mobile
CAGR (03-11):
 Broadband: 39%
 Mobile: 23%
 Wireline: 1%
 Pay-TV: 17%
Source: ANATEL, Teleco and Team analysis; FMS - Fixed to Mobile 6
Substitution; SME - Small & Medium Enterprises
BRAZILIAN TELECOM INDUSTRY: MOBILE MARKET
MOBILE MARKET*
(MILLION)
242.2
202.9
174.0
150.6
250.8
44.1
45.6
198.2
205.2
2011
Mar/12
35.8
30.4
27.9
122.7
2008
143.6
2009
167.1
2010
Pre-paid
Includes 3G (mini-modem and data package)
Source: Teleco, Anatel and Team analysis
• Naked sim-cards continues as a national
trend
• Penetration rate reached 128% in Mar.12
• Multiple chip is a market trend (on net-calls)
• Pre-Paid: represents 82% of the total access
Post-paid
7
BRAZILIAN TELECOM INDUSTRY: BROADBAND
MARKET
Fixed Broadband
BROADBAND MARKET
(MILLION)
23.3
18.1
14.1
10.9
7.4
4.3
6.0
2.7
6.4
4.8
0.9
3.0
3.7
7.0
7.7
9.0
2008
2009
2010
ADSL
6.8
24.7
• Broadband: Strong growth in accesses
• Fixed broadband penetration: 30% of
households (17.3MM access)
• ADSL corresponds to 63% of total
fixed broadband accesses and 44% of
the total (fixed + 3G mini modem)
Cable and Others
Source: Teleco, Anatel and Team analysis
Mobile Broadband
10.5
10.9
2011
Mar/12
• 3G becomes an alternative for broadband
access
• 56% growth in the last 12 months
(2,661,000 access)
3G (mini-modem)
8
BRAZILIAN TELECOM INDUSTRY: PAY-TV
PAY-TV MARKET
(MILLION)
12.7
9.8
0.2
7.5
0.3
0.4
2.8
4.5
3.8
4.3
5.0
5.5
2008
2009
2010
2011
6.3
0.4
2.1
Cable
*Others: MMDS and UHF
Source: Teleco, Anatel and Team analysis
DTH
7.0
13.6
0.2
7.7
5.7
Pay TV
• Pay-TV: Strong growth in accesses
• Penetration: 24%
• DTH represents for 81% of net
additions in the 1Q12
• Pay-TV: More growth opportunities in
classes C and D due to lower households
penetration
Mar/12
Others*
9
COMPETITION: MAIN TELECOM GROUPS IN BRAZIL
Economic Group
Vehicle
Service
Clients mkt share
Revenue mkt share
Fixed
44%
Mobile
19%
Fixed Broadband
30%
Pay TV
3%
Fixed
25%
Mobile
30%
Fixed Broadband
21%
Pay TV
4%
Embratel
Fixed
20%
Claro
Mobile
25%
Net/Embratel
Fixed Broadband
28%
Net/Embratel
Pay TV
54%
Tim
~Pure Mobile
Mobile
27%
14%
Nextel
Pure Mobile
Mobile
-
5%
Sky
Pure Pay TV
Pay TV
30%
4%
GVT
~Pure Fixed
Fixed
7%
Fixed Broadband
10%
Fixed
4%
Fully Integrated
Telefônica
Telmex / AMX
Others
Integrated
Mobile
-
Fixed Broadband
11%
Pay TV
8%
Mar/12
21%
26%
24%
3%
2%
10
Brazilian Telecommunications Market
Oi: Profile, Footprint and Strategy
Operational and Financial Results
Attachments
11
CORPORATE SIMPLIFICATION
• 3 listed companies
• 7 share classes
• Complex capital structure
• 1 listed company
• 2 share classes
• Capital structure improvement
TNL
•
•
TNLP3
TNLP4
TMAR
•
•
•
TMAR3
TMAR5
TMAR6
BRT
•
•
BRTO3
BRTO4
COMMON
PREFERRED
TmarPart
56.6%
TmarPart
-
Direct
controllers
12.0%
Direct
controllers
39.1%
Free-float
31.4%
Free-float
60.9%
OI S.A.
•
•
OIBR3
OIBR4
12
CURRENT OWNERSHIP STRUCTURE
PT
12.1%
AG Tel
19.3%
LF Tel
19.3%
FATL
11.5%
BNDES
13.1%
Previ
9.7%
Funcef
7.5%
Petros
7.5%
100%
Telemar Participações
(TmarPart)
17.7%
Oi S.A. (OIBR)
OI S.A. (Bovespa: OIBR4/OIBR3 & NYSE:OIBR / OIBR.C)
Shares**
Capital Mn
shares
Other
TmarPart
FreeFloat
Controlling*
%
%
%
ON
513,809,697
56.6
12.0
31.4
PN
1,123,988,051
0.0
39.1
60.9
Total
1,637,797,748
17.7
30.6
51.7
100%
Telemar Norte Leste
*Includes minorities stakes of,PT, AG, LF, FATL, BNDES and Pension Funds
** ex-treasury
Listed companie
13
Competitive differentials
Broad Infrastructure
Lidership in covergence
• 4,505 municipalities covered by fixed
network
• 168 thousand of Km of Optic Fibers
• Oi has 6 thousand cellular towers connected
to its Fiber
• Oi covers ~80% of Brazilian households
• 10 years of experience in convergence: in
Brazil, Oi pioneered convergent Telecom
offers that changed the market
Proven Execution Capacity
• Anticipation of universalization targets in 2001
• Launch of Oi Mobile in region 1, being the fourth entrant, reaching leadership in market share after 3
years
• Reaches 20% market share in the city of SP in 2 years
• Integration with BrT done in around 1 year, capturing more than R$1 billion in synergies
Leading Telecommunication provider and the only integrated player
offering quadruple play services in Brazil
14
BROAD INFRASTRUCTURE
GLOBAL
NATIONAL
22,000 Km
115,000 Km
Globenet submarine
cables
interconnecting the
Americas
National backbone
Largest coverage
area in Brazil
REGIONAL
• Present in all
Brazilian states
and +4,800
municipalities
• 30,000 km of
LOCAL
Largest public WiFi
network in Brazil
Over 4,500 sites
covered by satellite
metropolitan rings
One of the largest and most diversified Telecom networks in the world
Source: Oi, Anatel, Atlas Brasileiro de Telecomunicações 2011; Teleco; press
15
UNIQUE POSITION HARD TO BE REPLICATED
NATIONWIDE PRESENCE + FULL BUNDLE
• Unique last mile capillarity to meet growing
demand in Brazilian social mobility
• Company in the best position to take
advantage on governmental digital inclusion
programs
Only company
able to offer
bundles across
the entire
country*
* Except SP B2C
• North and Northeast regions grew 14% and
15% in past 3 years (Brazil grew 10%): Oi has
a lidership position in the regions that grow
the most
16
CHANGE IN APPROACH FROM PRODUCT TO SEGMENT
PRODUCT
Fixed
Voice
Broad
band
SEGMENTS
Mobile
Pay TV
RESIDENTIAL
PERSONAL
MOBILITY
CORPORATE
AND BUSINESS
Leverage largest
residential customer
base in Brazil
Increase
competitiveness to
attend fair share of
the market
Maintain leadership
position in the
segment and enter
new markets (SP &
IT)
17
CHANGE IN APPROACH FROM PRODUCT TO SEGMENT
SEGMENTS
RESIDENTIAL
PERSONAL
MOBILITY
CORPORATE
AND BUSINESS
Residential RGU’s
Personal Mobility RGU’s
Business / Corporate RGU’s
(Million)
(Million)
(Million)
18.4
17.8
17.9
37.5
0.4
3.8
0.4
4.4
0.4
4.6
4.9
14.2
13.0
12.8
2010
2011
Mar/12
Pay TV
Fixed broadband
Fixed line
32.6
2010
Pre-Paid
43.3
44.1
5.3
5.6
38.0
2011
7.8
8.1
1.8
2.4
2.4
0.5
0.5
0.5
5.0
5.1
5.2
2010
2011
Mar/12
7.4
38.5
Mar/12
Post-paid + Oi Controle
Pay TV
Fixed broadband
Fixed line
18
WE HAVE A STRATEGY FOCUSED IN SEVEN KEY
INICIATIVES
PERSONAL
MOBILITY
RESIDENTIAL
•1 Leverage the largest
residential base in
Brazil
•2 Grow presence in
prepaid and leverage
differentials
1a
• Consolidate leadership
position in fixed
broadband
•3 Capture fair share of
high-end post-paid
customers
1b
• Complete Residential
Bundle with TV offer
•4 Capture measure data
growth
CORPORATE
AND BUSINESS
•5 Regain historical
presence in SME
•6 Make Oi relevant
player in SP corporate
•6 Position Oi as
important ICT provider
1c
• Maintain leadership in convergence
Structural Enablers
•
Reinforce the organization
•
Improve network capacity and coverage
•
Aggressively expand channel expansion
•
Improve service quality in customer service and field service operations
Source: Pyramid, IDC
19
Aggressive Commercial activity
Residential
Mobility
• Convergent offering of unlimited fixed and mobile
pre-paid services (unlimited calls from ‘Oi Fixo’ and
‘Oi Cartão’ for just R$ 29.90 per month)
• ‘Oi Smartphone’ plans: Integrated and unlimited
voice, internet, SMS and Oi WiFi services, and
aggressive discounts for smartphones
• ‘Oi Internet Total’: access
anywhere via fixed and 3G network
and wi-fi. Already represents 10% of
high speed broadband sales;
• Subsidized mini-modem for new ‘Oi Velox 3G’ clients
• ‘Oi TV Mais Package’, with 44 paid channels for R$
29.90/month. Most appealing entry-level package of
the market
• Unlimited calls to any Oi and local ‘Oi Fixo’ for 30 days
for just R$14.90
New offerings and plans for residential and mobility
clients leverage quarterly sales
20
The reduction of TRADITIONAL TELECOM FRONTIERS,
BRINGS OPPORTUNITIES AND Oi is ALREADY CAPTURING THEM
Internet
Over the top
IT
Telecom
(2012)
(2012)
(2011)
(2011)
FEMTOCELL
LTE
(2012)
Media
FIBRA
IPTV
Financial services
(2012)
(2009) (2012)
(2011)
21
Brazilian Telecommunications Market
Oi: Profile, Footprint and Strategy
Operational and Financial Results
Attachments
22
REVENUE GENERATING UNITS (RGUS)
1Q12 x 4Q11
TOTAL REVENUE GENERATING UNITS – RGUS
(THOUSAND)
69.693
64,083
827
7,355
37,496
771
7,848
43,263
66,074
824
7,690
39,294
Residential
69,693
70,826
771
7,848
757
8,112
43,263
44,106
The wireline client base decreased at a slower
pace while broadband and pay TV accelerated,
resulting in the stability of the base and
reverting the downward trend.
Personal Mobility
Acceleration of post-paid growth and focus on
greater profitability of the pre-paid base
18,404
17,810
18,266
17,810
17,850
2010
2011
Mar/11
Dec/11
Mar/12
Residential
Personal Mobility
Business / Corporate
Business / Corporate
Maintenance of growth pace within the
segment
Others
23
Residential CLIENT BASE
1Q12 x 4Q11
RESIDENTIAL - RGUs
(THOUSAND)
Convergence
18,404
17,810
18,266
17,810
17,850
402
351
341
351
396
4,412
4,614
3,841
4,412
3,999
Through bundled solutions, the Company
remains focused on increasing the residential
base with more than one product. The total
residences with more than one Oi
product/service grew 1.3pp, totaling 6,238
thousand.
Sales Channels and Portfolio
14,161
2010
13,046
2011
Fixed Line
13,925
Mar/11
13,046
Dec/11
Fixed broadband
12,841
Mar/12
In line with the strategy of strengthening the
channels, growth of Oi-owned stores and
franchises, as well as the change in the
commission system for partners, contributed
to the result.
Pay TV
24
Personal mobile CLIENT BASE
1Q12 x 4Q11
PERSONAL MOBILITY - RGUs
(THOUSAND)
43,263
37,496
5,285
39,294
44,106
5,285
5,570
37,978
38,536
4,660
4,891
32,605
43,263
Pre-paid
37,978
34,634
The sales performance of post-paid plans
stems from the addition of more benefits to
the offers and the strengthening of sales
channels, which started in 4Q11 and advanced
in 1Q12. These are already bearing fruits. We
highlight that in March 2012 Oi became the
market leader in terms of post-paid net
additions in Brazil.
Post-paid
2010
2011
Pre-paid
Mar/11
Dec/11
Post-paid + Oi Controle
Mar/12
The new plan structure brings a clearer
communication for the consumer and is part of
a more aggressive position in the prepaid
market to leverage sales and revenue.
25
Business / corporate CLIENT BASE
1Q12 x 4Q11
BUSINESS / CORPORATE - RGUs
(THOUSAND)
7,848
7,690
7,848
8,112
2,242
2,178
2,242
2,385
523
514
523
535
7,355
1,806
512
Business
• Investment in training the teams and new
regional offices
• Increasing door-to-door sales team to 4,000
employees
Corporate
5,037
2010
5,083
2011
Fixed line
4,998
Mar/11
Broadband
5,083
Dec/11
Mobile
5,192
Mar/12
• Data grows 12% vs. 1Q11 and 5% vs. 4Q11
• Mobility grows 45% vs. 1Q11 and 9% vs.
4Q11
• Modernization of network and resumption
of sale of internet access boosted results
• Strengthening of sellers headcount
26
CONSOLIDATED NET REVENUE
1Q12 x 4Q11
CONSOLIDATED NET REVEUES*
(R$ MILLION)
29,479
890
8,620
8,021
The rise in revenue from the expansion of the
Oi Velox and Oi TV base, whose offers are
increasingly attractive, has partially
compensated for the decrease in wireline
revenue in the residential segment
27,907
746
8,470
Personal Mobility
8,190
11,949
10,501
2010
2011
Residential
Residential
Personal Mobility
6,933
6,958
6,802
193
2,127
1,867
2,746
159
2,112
2,150
2,536
155
2,111
2,106
2,429
1Q11
4Q11
1Q12
Business / Corporate
The performance is influenced by the seasonal
effect, provided that historically the fourth
quarter has a stronger usage due to the
December holidays.
Other Services
* The pro-forma results amount to the old TNL data as if the takeovers had occurred on January 1, 2012
27
CONSOLIDATED EBITDA
1Q12 x 4Q11
CONSOLIDATED EBITDA*
(R$ MILLION)
The performance basically results from the
combination of three factors:
• growth in Revenue Generating Units (RGU)
• aggressive commercial policy
• reduction in operating costs and expenses
10,295
8,766
These results are in line with Oi’s long-term
strategy, announced at Oi Investor Day.
1,985
1,838
2,012
2010
2011
1Q11
4Q11
1Q12
34.9%
31.4%
28.6%
26.4%
29.6%
EBITDA Margin
* The pro-forma results amount to the old TNL data as if the takeovers had occurred on January 1, 2012
28
Net Income
NET INCOME
(R$ MILLION)
Following the approval of the ownership
restructuring on 02/27/2012, TNL, Coari and the
shareholders of TMAR were incorporated by Oi S.A.,
TNL and Coari became extinct and TMAR became a
346
wholly-owned subsidiary of Oi S.A.. As a result, the
figures in this report represent Oi S.A. (the remaining
company, and the new name of Brasil Telecom S.A.)
at the end of March 2012, when it had taken over
141
only one month of TMAR, Coari and TNL (from
93
02/28/2012 to 03/31/2012). However, for a better
understanding of the business, we present the
1Q11
4Q11
1Q12
consolidated pro-forma results equivalent to the old
TNL figures, with the exception of Net Income, as if
the takeover had taken place on January 1st, 2012.
Net income as the basis for payment of
dividends. Oi S.A. now includes all of
shareholders of the group
29
Capex
1Q12 x 4Q11
CAPEX
(R$ MILLION)
Network
The company maintained investments in
implementing and expanding the 2G/3G
mobile network, in addition to increasing
coverage and speed of broadband and
adapting the infrastructure of
telecommunication services.
4,959
783
286
3,090
IT Services
616
2,132
226
3,890
829
2,248
2010
Network
168
50
611
2011
1Q11
IT Services
370
136
1,091
1,626
183
99
Optimization of systems, mostly directed to
the improvement of servers and the unification
of internal systems.
809
4Q11
1Q12
Others
30
indebtedness
GROSS DEBT
(R$ MILLION)
29,920
29,719
7,667
4,579
28,404
5,872
NET DEBT
(R$ MILLION)
29,719
32,845
3,979
4,579
18,711
22,253
2010
25,140
22,531
25,140
2011
Mar/11
Dec/11
Long Term
Short Term
16,326
14,390
16,326
17,472
Mar/12
28,866
Mar/12
2010
2011
Mar/11
Dec/11
1.8x
1.9x
1.5x
1.9x
2.0x
Net Debt / EBITDA
31
Debt Pro forma
TOTAL DEBT PROFILE
(After hedge)
Interest
GROSS DEBT AMORTIZATION
(R$ billion)
Currency
32,845
2,999
Foreign,
0.7%
CDI,
Others, 43%
40%
BRL,
99.3%
TJLP,
17%
Gross
Debt
2012
3,506
3,634
2013
2014
2,257
2015
4,090
16,359
2016
2017
onwards
FUNDING SOURCES
(R$ billion)
Balanced debt profile, with average term
and cost of 5 years and 101.5% of CDI,
respectively, and post-hedge foreign
exchange exposure of 0.7%
32,845
576
9,334
8,988
1,514
2,158
6,475
4,952
Gross Borrowing Bonds
Debt Costs and
Hedge
Debentures
Asia
Europe/ National CommerAsia
Develop- Cial Banks
32
ment Bank
Guidance & Dividend Policies
Dividend Policy
Guidance
(R$ billion)
2012-2015: TOTAL AMOUNT OF R$ 8 BI
R$2 Bn already paid in May/12
PARAMETERS
2012
2015
Revenue Generating Units (RGU) million
74.9
106.8
1
Residential
19.8
25.7
2
2
2
Personal Mobility
45.8
67.8
2012E
2013E
2014E
Business/Corporate
9.3
13.3
Net Revenue - R$ billion
28.9
38.6
EBITDA – R$ billion
8.8
12.8
Capex – R$ billion
6.0
6.0
Net Debt – R$ billion
24.9
28.4
1
2015E
Covenants
• Net Debt /EBITDA: 3.0x
• Net debt includes payment of dividends of the
fiscal year
• EBITDA registered in the year prior to the year
of dividend payment
Thanks to these results, the company reaffirms its confidence and reiterates the guidance
and dividend policies announced at the Investors Day
33
Brazilian Telecommunications Market
Oi: Profile, Footprint and Strategy
Operational and Financial Results
Attachments
34
BROAD INFRASTRUCTURE SIGNIFICANTLY SUPERIOR
TO THE COMPETITION
Municipalities Covered by Fixed
Network by Operator
Thousands of Km of Optic Fibers
by Operator
Oi has 6
thousand cellular
7x
towers connected to
its Fiber
3x
4,505
5x
168
Oi covers ~80% of
Brazilian households
124
51
34
644
134
Telefônica América
Móvil
118
GVT
Telefônica América
Móvil
GVT
35
Cash flow
1Q12
2,012
1,231
539
962
781
358
EBITDA
Capex
EBITDA - Capex
non-cash
items
working
capital
operational
cash flow
231
Interest
175
38
-86
Income
Tax
Authorizations
and
concessions
Free Cash
Flow
36
Cash flow
2011
8,766
5,110
2,512
1,385
3,656
EBITDA
Capex
EBITDA - Capex
4,783
2,516
562
non-cash
items
working
capital
operational
cash flow
Interest
Income
Tax
351
1,353
Authorizations
and
concessions
Free Cash
Flow
2010
10,296
3,572
3,021
674
9,071
3,789
6,724
EBITDA
Capex
EBITDA - Capex
382
non-cash
items
working
capital
operational
cash flow
Interest
Income
Tax
150
4,750
Authorizations
and
concessions
Free Cash
Flow
37
FIXED INCOME: BONDS AND RATINGS
BONDS
~R$ 8 billion in
the international
capital market
Issue
Feb/12
Sep/11
Sep/10
Apr/10
Dec/10
Maturity
Feb/22
Sep/16
Oct/20
Apr/19
Dec/17
Amount (R$ Mn)
US$1,500
BRL 1,100
US$ 1,787
US$142
EUR 750
Coupon (% annual)
5.75%
9.75%
5.50%
9.50%
5.12%
Yield(% annual)
5.75%
9.875%
5.80%
6.45%
5.48%
RATINGS
Oi´s soundness is
reflected in the ratings
awarded by the world’s
leading risk assessment
agencies
Agency
Global Scale
Local
Foreign
Currency
Currency
Domestic
Scale
Fitch
BBB
BBB
AAA(bra)
Moody’s
Baa2
Baa2
Aaabr
S&P
BBB-
BBB-
brAAA
38
Financials
Operational
MAIN HIGHLIGHTS
Oi S.A. Pro-Forma
1Q12
4Q11
1Q11
2011
2010
Revenue Generating Unit (‘000)
70,826
69,693
66,074
69,680
63,956
Residential (‘000)
17,850
17,810
18,266
17,796
18,277
Personal Mobility(‘000)
44,106
43,263
39,294
43,264
37,757
Business / Corporate(‘000)
8,112
7,848
7,690
7,848
7,094
757
771
824
771
827
Net Revenue (R$ million)
6,802
6,958
6,933
27,907
29,479
EBITDA (R$ million)
2,012
1,838
1,985
8.766
10,295
EBITDA margin (%)
29.6%
26.4%
28.6%
31.4%
34.9%
Net Debt (R$ million)
17,472
16,326
14,390
16,326
18,711
Available Cash (R$ million)
15,373
13,393
14,014
13,393
11,209
Capex (R$ million)
1,091
2,132
829
4,959
3,090
Net Debt / EBITDA
2.0
1.9
1.5
1.9
1.8
Others (‘000)
39
Oi’s shareholders
ON
% extreasury
PN
% extreasury
TOTAL
% extreasury
Telemar Participações
290,549,788
56.6%
-
-
290,549,788
17.7%
Portugal Telecom
36,367,992
7.1%
218,668,046
19.5%
255,036,038
15.6%
Andrade Gutierrez
-
-
76,090,214
6.8%
76,090,214
4.7%
La Fonte
-
-
76,090,366
6.8%
76,090,366
4.7%
20,060,877
3.9%
38,533,108
3.4%
58,593,985
3.6%
Petros
204,547
0.04%
2,096,861
0.2%
2,301,408
0.1%
Funcef
471,434
0.1%
3,880,336
0.4%
4,351,770
0.3%
BNDES
4,634,853
0.9%
23,749,003
2.1%
28,383,856
1.7%
Outros
161,520,206
31.4%
684,880,117
60.9%
846,400,323
51.7%
TOTAL (ex-treasury)
513,809,697
100%
1,123,988,051
100%
1,637,797,748
100%
Treasury
85,198,932
74,089,724
159,288,656
TOTAL
599,008,629
1,198,077,775
1,797,086,404
Oi S.A.
Previ
40
Portugal telecom ownership structure in OI
35%
Portugal
Telecom
12.1%
AG
19.3%
35%
Fundação
Atlântico
11.5%
LF
19.3%
BNDES /
Pension Funds
37.8%
100%
15.6%
Telemar
Participações
17.7%
Oi S.A.
PT economic interest in Oi
Through AG
2.8%
Through LF
2.8%
Through TmarPart
2.1%
Direct in Oi
15.6%
Total
23.3%
41
AG ownership structure in OI
Portugal
Telecom
12.1%
AG
19.3%
Fundação
Atlântico
11.5%
LF
19.3%
BNDES /
Pension Funds
37.8%
100%
4.7%
Telemar
Participações
17.7%
Oi S.A.
AG economic interest in Oi
Through TmarPart
3.4%
Direct in Oi
4.7%
Total
8.1%
42
LF ownership structure in OI
Portugal
Telecom
12.1%
AG
19.3%
Fundação
Atlântico
11.5%
LF
19.3%
BNDES /
Pension Funds
37.8%
100%
Telemar
Participações
17.7%
Oi S.A.
4.7%
LF economic interest in Oi
Through TmarPart
3.4%
Direct in Oi
4.7%
Total
8.1%
43
BNDES ownership structure in OI
Portugal
Telecom
12.1%
AG
19.3%
LF
19.3%
Fundação
Atlântico
11.5%
BNDES
13.1%
Previ
9.7%
Funcef
7.5%
Petros
7.5%
100%
1.7%
Telemar
Participações
17.7%
Oi S.A.
BNDES economic interest in Oi
Through TmarPart
2.3%
Direct in Oi
1.7%
Total
4.0%
44
Previ ownership structure in OI
Portugal
Telecom
12.1%
AG
19.3%
LF
19.3%
Fundação
Atlântico
11.5%
BNDES
13.1%
Previ
9.7%
Petros
7.5%
Funcef
7.5%
100%
3.6%
Telemar
Participações
Previ economic interest in Oi
Through TmarPart
1.7%
Direct in Oi
3.6%
Total
5.3%
17.7%
Oi S.A.
45
Petros ownership structure in OI
Portugal
Telecom
12.1%
AG
19.3%
LF
19.3%
Fundação
Atlântico
11.5%
BNDES
13.1%
Previ
9.7%
Petros
7.5%
Funcef
7.5%
100%
0.1%
Telemar
Participações
Petros economic interest in Oi
Through TmarPart
1.3%
Direct in Oi
0.1%
Total
1.4%
17.7%
Oi S.A.
46
Petros ownership structure in OI
Portugal
Telecom
12.1%
AG
19.3%
LF
19.3%
Fundação
Atlântico
11.5%
BNDES
13.1%
Previ
9.7%
Petros
7.5%
Funcef
7.5%
100%
0.3%
Telemar
Participações
Funcef economic interest in Oi
Through TmarPart
1.3%
Direct in Oi
0.3%
Total
1.6%
17.7%
Oi S.A.
47
CORPORATE STRUCTURE – shareholders rights
BOARD MEMBERS
DIVIDENDS
•
•
All shares and ADR OIBR.C: right to receive a
minimum 25% of adjusted annual net income
Preferred Shares and ADR OIBR: minimum of 6%
of Capital divided by the total number of shares or
3% of Shareholders’ Equity divided by the total
number of shares, whichever higher
•
•
FISCAL COMMITTEE MEMBERS
TAG ALONG
•
•
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
•
VOTING RIGHTS
•
•
Common shares have full rights to vote
at shareholder meetings
Preferred shares have right to vote only under
specific circumstances (a)
Minority shareholders (15% or more of the voting
shares) have the right to appoint one board
member (out of 17)
Preferred shareholders (10% or more of the total
capital) have the right to appoint one board
member (out of 17)
3 to 5 members, appointed by:
• Controlling Shareholder (Telemar
Participações) – 3 members
• Minority Shareholders (10% or more of the
voting shares) – 1 members
• Preferred Shareholders – 1 member
REDEMPTION RIGHTS
•
Shareholders have the right to redeem under
certain special circumstances (b)
(a) Approval of management service agreements with foreign entities related to the controlling shareholders; issuance of a new class or increase of an existing class of
preferred shares and/or change in the advantages and benefits of preferred shares or in the conditions for their redemption; full right to vote if the Company does not
pay dividends for three consecutive years. (b) Issuance by the Company of a new class or increase of an existing class of preferred shares; change in preference right of
shares or in the conditions for their redemption; reduction on statutory dividend; merger or spin-off of the company; participation of the Company in a group of
48
companies; change in corporate purpose
INVESTOR RELATIONS
IR Contacts
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 you should not place undue reliance
on them. Forward-looking statements speak
only as of the date they are made, and we
Bayard
Gontijo
55 21 3131-2972
[email protected]
Marcelo
Ferreira
55 21 3131-1314
[email protected]
Patricia
Frajhof
55 21 3131-1315
[email protected]
Matheus
Guimarães
55 21 3131-2871
[email protected]
Michelle
Costa
55 21 3131-2918
[email protected]
Leonardo
Mantuano
55 21 3131-1316
[email protected]
undertake no obligation to update publicly any
of them in light of new information or future
events.
Address:
R. Humberto de Campos, 425 – 7º andar
Leblon Rio de Janeiro - RJ
Visit our website: www.oi.com.br/ir
Twitter: www.twitter.com/oi_investors
49