Material Fact

Kroton Educacional S.A. (BM&FBovespa: KROT3) "Kroton" or "Company", in compliance with CVM Instruction 358/02, hereby informs its shareholders and the market that, with regard to the news article published in the newspaper Valor on March 17, 2017, entitled "Fusão entre Kroton e Estácio enfrenta nova turbulência" [Merger between Kroton and Estácio faces new setbacks], it wishes to clarify the following:

  1. Kroton received, in an unidentified envelope at its corporate office in São Paulo, documents that were purportedly copies of a supposed exchange of internal e-mails of Estácio Participações S/A ("Estácio") related to the business combination between Kroton and Estácio ("Companies") ("Operation").
  2. Once it became aware of the information, complying with its obligation of diligence and pursuant to the Agreement and Plan of Merger of the Shares Issued by Estácio with Kroton ("Merger Agreement") approved by the Shareholders Meetings of the Companies on August 15, 2016 ("Shareholders Meetings"), Kroton promptly, and in a strictly confidential manner, informed Mr. João Cox, Chairman of the Board of Directors of Estácio, without making any value judgment on the contents and/or the veracity of the information received, as it was an internal matter of Estácio.
  3. Kroton reiterates its unrestricted commitment to the consummation of the Operation under the terms of the Merger Agreement approved by the Shareholders Meetings of the Companies.
  4. Kroton also reiterates its commitment to continue complying with applicable laws, especially the rules necessary to prevent gun jumping, thus ensuring full independence of the Companies until the Operation is approved by Brazil’s Antitrust Agency’s (CADE) Court.
  5. In view of the commitments undertaken by the Companies in the Merger Agreement to seek the consummation of the Operation, Kroton is awaiting the conclusion of the internal investigation launched by Estácio as described in the Material Fact notice (item 3, ii), published by Estácio on this date.

Belo Horizonte, March 17, 2017
Carlos Alberto Bolina Lazar
Investor Relations Officer


Contact IR

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