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Material Fact

Recife, December 10, 2013 - Ser Educacional S.A (BM&FBOVESPA: SEER3), the largest private institution of post-secondary education currently operating in the Northeast and North regions of Brazil, pursuant to CVM Instruction 358/02, as amended, hereby notifies its shareholders and the market in general that Brazil‘s Federal Revenue Service ("RFB") on December 9, 2013 published a RFB Normative Instruction 1417 ("IN. 1417"), of December 6, 2013, which amends RFB Normative Instruction 1394 ("IN. 1394"), of September 12, 2013, and provides for the exemption from income tax and contributions for institutions taking part in the Brazil‘s University for All Program ("PROUNI").

As stated in the Final Prospectus for the Public Offering of Primary and Secondary Common Shares Issued by the Company, IN. 1394 introduced new provisions regarding tax exemptions created by PROUNI, particularly with respect to the calculation of such benefits. According to the original wording of IN. 1394, in addition to the tax exemption obtained by private institutions of higher education that are signatories to the PROUNI being calculated based on the Proportion of Effective Utilization of Scholarships ("POEB"), the exemption relative to the IRPJ income tax would be calculated without the additional 10%.

However, with the amendment of Article 7, II, brought about by IN 1417, the calculation of the exemption shall also include the additional 10% of the IRPJ, in addition to the CSLL social contribution. The amount determined pursuant to Article 7, II of IN. 1417 constitutes the amount of the IRPJ and the CSLL, respectively, which may be deducted from the IRPJ and the CSLL due in relation to the totality of the Company‘s activities. As such, the impact of IN 1394, as amended, on the exemption granted to the Company consists of the manner in which the exemption is calculated, which takes into account the POEB.

With the publication of IN 1417, the IRPJ/CSLL exemption on the Company‘s earnings proportional to the POEB shall also include the additional IRPJ.

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IR Contact:
Natasha Nakagawa
Investor Relations Officer
Phone.: +55 (81) 3413 4615
E-mail: ri@sereducacional.com
Website: www.sereducacional.com/ir