UPDATE 1-CEO of Brazil's Oi resigns as restructuring vote nears -shareholder

(Recasts to include confirmation by Oi shareholder, context)

SAO PAULO/LISBON, Nov 24 (Reuters) - Brazilian telecommunications firm Oi SA's chief executive has resigned, a spokeswoman for Oi's largest shareholder said on Friday, two weeks before crucial talks in Latin America's biggest-ever bankruptcy proceedings.

A spokeswoman for Portugal's Pharol SGPS SA, which owns about 27.5 percent of Oi's voting shares and is part of a controlling shareholder bloc, said it had been informed of Marco Schroeder's resignation.

Telecoms regulator Anatel had threatened to intervene in the carrier if it changed management. However, a government source, who spoke on condition of anonymity, said on Friday Schroeder's departure did not make intervention more likely.

The government source, who requested anonymity due to the sensitivity of the issue, said that talks to bring the debt-laden carrier out of bankruptcy protection will continue under new management.

An Oi spokeswoman declined to comment. Three sources with knowledge of the situation told Reuters earlier on Friday that Schroeder had offered to resign.

Oi is two weeks away from a crucial creditor vote on a proposal to restructure 65 billion reais ($20 billion) of debt, with creditors and shareholders fighting over vastly different proposals for Brazil's biggest fixed-line phone company.

The negotiations, which started 17 months ago, have created divisions between management and board, which have at times pushed differing plans to lift Oi out of bankruptcy protection.

($1 = 3.23 reais) (Reporting by Tatiana Bautzer and Gram Slattery in Sao Paulo, Daniel Alvarenga in Lisbon; Additional reporting by Leonardo Goy in Brasilia; Editing by Brad Haynes and Susan Thomas)