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Material Fact

Recife, February 2, 2015 - Ser Educacional S.A (BM&FBOVESPA: SEER3), in continuity to the Material Fact published on December 15, 2014, pursuant to article 157, paragraph 4, of Law 6,404, of December 15, 1976, as amended ("Brazilian Corporation Law"), and CVM Instruction 358, of January 3, 2002, as amended, hereby announces that on January 30 its subsidiary CENESUP - Centro Nacional de Ensino Superior Ltda. ("CENESUP") concluded the acquisition of 100% of the capital stock of Universidade Guarulhos - UnG ("UnG"), in accordance with the terms and conditions provided for in the Share Purchase Agreement and Other Covenants ("Agreement") entered into December 12, 2014 ("Acquisition").

After the implementation conditions have been complied with, including the corporate restructuring, Ser Educacional, through CENESUP (i) paid sixty-three million, seven hundred forty thousand, five hundred and twenty-eight reais (R$63,740,528.00) on January 30 and (ii) will pay one hundred thirty-five million, three hundred forty thousand and seventy-two reais (R$135,340,072.00), in five annual instalments restated by the IGP-M market price index. The Acquisition totals one hundred ninety-nine million, eighty thousand and six hundred reais (R$199,080,600.00).

The Company’s management informs its shareholders, the market in general and other stakeholders that article 256 of the Brazilian Corporation Law does not apply to this Acquisition and, therefore, there will be no right to withdrawal.

About UnG

UnG, one of the most traditional universities in Brazil and the only university in Guarulhos, currently has 5 campi, three of which in Guarulhos (Dutra, Bonsucesso and Centro), one in the city of São Paulo (Shopping Light) and another one in Itaquaquecetuba, interior of São Paulo. In 2015, UnG will complete 45 years of operations. It is well recognized in the region where it operates for its academic solidity and diversity of undergraduate and lato and stricto sensu graduate courses (three masters’ programs and one doctorate program) as well as the capacity of its faculty. Its distance-learning program was approved by the Ministry of Education (MEC) and is only awaiting the publication of the ordinance.

In the evaluation related to 2013, published by the Ministry of Education on the Federal Official Gazette of December 18, 2014, UnG had an IGC (General Course Index) rating of 3. In relation to its Preliminary Course Concept (CPC), 90% of the courses have distinguished performance, with CPC equal to 3, confirming that the courses’ quality remains high.

In December 2014, the university had around 18,000 students, 16,500 of whom (11% of FIES students) enrolled in 67 different on-campus undergraduate courses. In 2014, UnG’s estimated unaudited net revenue totaled R$123 million, and its average ticket came to approximately R$573.

Guarulhos is the 2nd largest city in São Paulo in terms of population, the 12th largest in Brazil, and the 8th richest city in Brazil, with its production corresponding to more than 1% of the country’s GDP.

Ser Educacional will organize a site visit to UnG facilities and would like to invite all interested parties to know the acquisition of the Company. A detailed invitation will be sent shortly.

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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