MATERIAL FACT

Estácio Participações S.A. (BM&FBOVESPA: ESTC3; OTCQX: ECPCY) and Kroton Educacional S.A. (BM&FBovespa: KROT3 or "Kroton" and, jointly with Estácio, the "Companies"), in compliance with CVM Instruction 358/02, hereby inform their respective shareholders and the general market of developments in the approval process by Brazil’s antitrust agency CADE ("CADE") of the business combination of the Companies, as follows:

a) on Friday, February 3, 2017, after the close of trading on the São Paulo Stock Exchange (BM&FBOVESPA), the analysis phase of the case by CADE’s General Superintendence ("SG") was concluded, with the process now being sent, in accordance with the procedure set forth in Article 57, II of Federal Law 12,529/2011 and in the Charter of CADE, to CADE’s Court of Appeals in the coming days;

b) in accordance with the non-binding opinion ("Opinion") and with the communication published by CADE’s social communication advisor on said date ("Communication"), the SG identified anti-trust concerns, for which reason, in accordance with the procedure established by law for such cases, it submitted its objection to CADE’s Court of Appeals, so that said body can evaluate, based on its judgment, the upholding of the recommendation made by the SG or any other applicable remedies;

c) as a result of the above events and in the best interest of their respective Companies, shareholders and the academic community in general, the managers of the Companies continue to accompany the situations and are analyzing the effects of the Opinion and of the Communication on the potential combination of the businesses of the Companies as well as all the potential results and alternatives from the various existing viewpoints.

For more information on this matter, the Companies inform that the entire contents of the Technical Opinion of the SG and of the Communication are available on the CADE website (www.cade.gov.br), Act of Concentration (Ato de Concentração) no. 08700.006185/2016-56

The Companies will keep their shareholders and the market informed of further developments in this matter.


Contact IR

Phone: (55 11) 3133-7309
E-mail: dri@kroton.com.br