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Notice to the Market - Settlement Instrument

Recife, February 3, 2016 - Ser Educacional S.A. (BM&FBOVESPA SEER3, Bloomberg SEER3:BZ and Reuters SEER3.SA), oone of the largest private education groups in Brazil and the leader in the Northeast and North of the country, as a member of the Brazilian Association for the Development of Higher Education ("ABRAES"), it agreed to enter into with the Federal Government ("Federal Government"); the Higher Education Department of the Ministry of Education ("SESU"), as representative of the Ministry of Education ("MEC"); and the National Education Development Fund ("FNDE"), a Judicial Settlement Instrument ("Settlement Instrument") in connection with Lawsuit 19275-27.2015.4.013400 ("Lawsuit") pending before the 22nd Court of the Judicial District of the Federal District of Brasília, whose signing took place today. The Lawsuit discussed the breach of equal protection instituted by Administrative Rule 23 of December 29, 2014 for Institutions of Higher Education ("Institutions") or groups of Institutions under shared control with more than 20,000 students enrolled in the Postsecondary Student Financing Fund ("FIES") with regard to the issue and repurchase of Treasury Financial Certificates ("Certificates").

According to the Settlement Instrument, the Institutions that are members of ABRAES will receive any FIES credits not settled by the FNDE during 2015 during the fiscal years of 2016, 2017 and 2018, with 25% of the balance to be paid in 2016, 25% in 2017 and 50% in 2018. Settlement will be made by June of each year and the installments will be restated by the variation in the IPCA inflation index measured from the respective maturity date in 2015 until the effective payment date.

In addition to the financial obligation to settle the outstanding balances owed to the members of ABRAES, the Federal Government and FIES undertook to comply with the legal obligation to issue on a monthly basis and in full the Certificates, and to transfer and repurchase, in accordance with the law, within each respective fiscal year, all FIES Certificates and to comply with the legal requirement to adopt equitable criteria for the issue and repurchase of Certificates with the Institutions, regardless of the number of FIES students enrolled (small or large Institutions), thereby ensuring the equitable financial treatment of all Institutions participating in FIES.

Ser Educacional clarifies that ABRAES is an industry association that represents, among others, all companies listed on the São Paulo Stock Exchange (BM&FBOVESPA) that are the controlling companies of Institutions of Higher Education.

Lastly, note that on February 1, 2016, the Ministry of Education published, in the federal register Diário Oficial da União ("Federal Register"), Administrative Rule 3 of January 29, 2016 ("PN 03/16"), which revoked Paragraph 8, Article 4 of Administrative Rule 1 of January 22, 2010. The item revoked established that the repurchase value of FNDE Certificates "may not exceed the estimated value of transferring certificates to the controlling institutions established for the subsequent month."

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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