Material Fact

Kroton Educacional S.A. ("Kroton") and Estácio Participações S.A. ("Estácio", and, jointly with Kroton, "Companies"), complementing the Material Fact notices of 7.8.2016, 7.14.2016, 8.15.2016, 12.6.2016 and 2.6.2017, hereby announce that, on this date, the Court of Appeals of Brazil’s antitrust authority CADE reviewed Merger no. 08700.006185/2016-56 and decided against approving it.

Accordingly, one of the conditions for the merger by Kroton of the shares of Estácio ("Operation") was not fulfilled and, in accordance with the Agreement and Plan of Merger of the Operation and the resolutions taken in the shareholders meetings of the Companies held on August 15, 2016, approval of the Operation became void, with the automatic termination of the Agreement and Plan of Merger.

June 28, 2017.

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