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Call Notice for the Extraordinary Shareholders‘ Meeting

Recife, June 24, 2015 - Ser Educacional S.A (BM&FBOVESPA: SEER3), one of the largest private education groups in Brazil and a leader in the Northeast and North regions, hereby infoms that its Extraordinary Shareholders‘ Meeting ("AGE"), will be held on July 13, 2015, at 3:00 p.m., at the Company‘s headquarters, at Av. da Saudade, nº 254, Bairro de Santo Amaro, CEP: 50100-200, in the city of Recife, state of Pernambuco, to resolve on the following:


(i) to increase the maximum number of members of the Company‘s Board of Executive Officers; (ii) to create the new position of Vice-Chief Executive Officer; (iii) to define the number of members to compose the Board of Directors; (iv) to elect the members of the Company‘s Board of Directors; (v) to accept the resignation of Mr. Guilherme Rochlitz Quintão from the position of sitting member of the Company‘s Fiscal Council, and to elect a new sitting member of the Fiscal Council to replace Mr. Quintão; (vi) to rectify Management‘s overall compensation; (vii) to rectify the compensation of the Fiscal Council‘s members; (viii) to amend Article 25 of the Company‘s Bylaws to adjust it to the practices currently adopted by the Company to distribute dividends; (ix) to amend Article 5 of the Company‘s Bylaws to change the Company‘s authorized capital; and (x) to approve the proposal for amendment and consolidation of the Bylaws, including a new wording of Articles 5, 17 and 25 of the Company‘s Bylaws, so as to include the changes resolved in items (i), (ii), (viii) and (ix) above.


1- All the necessary documents and information for the exercise of voting rights by shareholders, especially the Management‘s proposals regarding the matters to be resolved are available on the websites of the Brazilian Securities and Exchange Commission (, BM&FBOVESPA ( and the Company (
2- Shareholders may be represented by proxy with public or private proxy instrument, issued less than one (1) year ago, granted exclusively to an able shareholder of age, manager of the Company or lawyer. The proxy instrument must comply with the requirements listed in Law 6404/76 and CVM Instruction 481/2009. The proxy of a corporate shareholder does not have to be Company shareholder, manager or lawyer.
3- In order to expedite the Meeting, the Company requests that shareholders deposit the proxy instruments and representation documents forty-eight (48) hours prior to the Meeting, pursuant to paragraph 1, Article 11 of the Company‘s Bylaws. The shareholders who attend the Meeting with the required documents may participate and vote, even if they did not submit them previously.
4- Pursuant to Article 3 of CVM Instruction 165/91, amended by CVM Instruction 282/98, the minimum percentage of interest in the voting capital necessary to request the adoption of a multiple vote is five percent (5%).

Please click here to access "Item 2" of the Management‘s Proposal.

IR Contact:
Rodrigo de Macedo Alves
Investor Relations Officer

Geraldo Soares de Oliveira Júnior
Investor Relations Assistant Manager

Phone: +55 (81) 3413 4615 / +55 (11) 2769 3223