Material Fact

KROTON EDUCACIONAL S.A. (B3: KROT3) ("Company"), in accordance with Instruction 358/02 issued by the Securities and Exchange Commission of Brazil ("CVM Instruction 358"), announces to its shareholders and the general market that the Board of Directors meeting held on June 28, 2017 approved the creation of a new buyback program of shares issued by the Company, for cancellation or holding in treasury and subsequent sale, with the following characteristics:

Objective of the transaction: The purpose of the transaction is to acquire shares to make efficient use of the available funds of the Company, with the expectation of price appreciation in the medium and long term, in order to maximize the creation of value for the shareholders of the Company. Furthermore, the shares to be acquired, or part of them, may be used to meet the Share-Based Compensation Plan.

Number of Free-float Shares and number of shares already held in treasury: the Company currently has a free-float of 1,625,790,073 shares (as defined by Article 8, Paragraph 3, Item I of CVM Instruction 567/15) and 279,705 shares held in treasury.

Number of Shares to Be Acquired: up to 48,773,702 common shares of its own issue, which correspond to 3% of the free-float, at this date.

Period for Conducting Transactions: The acquisitions that are the subject of the Buyback Program may be carried out within 18 months, starting on June 29, 2017 and ending on December 29, 2018.

Financial Institutions Acting as Intermediaries: (1) Bradesco S.A. Corretora de Títulos e Valores Mobiliários, with headquarters at Av. Paulista, 1450, 7° andar, São Paulo - SP, registered in the roll of Corporate Taxpayers (CNPJ/MF) under no. 61.855.045/0001-32; (2) BTG Pactual Corretora de Títulos e Valores Mobiliários S/A, with headquarters in the City and State of São Paulo, at Av. Brigadeiro Faria Lima, 3.477, 14° andar, registered in the roll of Corporate Taxpayers (CNPJ/MF) under no. 43.815.158/0001-22.

June 28, 2017


Contact IR

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