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Material Fact
Share Buyback Program

Recife, January 9, 2017, Ser Educacional S.A. ("Company") (BM&FBOVESPA SEER3, Bloomberg SEER3:BZ and Reuters SEER3.SA), one of Brazil’s largest private education groups and a leader in the Northeast and North regions, pursuant to Article 157, paragraph 4 of Law 6404/76 and CVM Instruction 358/2002, hereby announces that considering the end of the Company’s current Share Buyback Program on January 9, 2017, at a meeting held today, its Board of Directors approved a new Share Buyback Program ("Buyback Program"), pursuant to CVM Instruction 567/15, under the following conditions:

  • Company’s objective with the Buyback Program: to generate value to shareholders by managing the Company’s capital structure.
  • Maximum number of shares to be acquired: up to 2,950,000 common shares;
  • Number of shares outstanding in the market, as defined by Article 8, paragraph 3 of CVM Instruction 567/15: 36,244,602 shares;
  • Number of treasury shares on this date: 377,500 shares;
  • The Company does not expect the trading to impact its shareholding structure or administrative structure;
  • The shares acquired under the Buyback Program will be held in treasury, canceled, or aimed at any other plans approved by the Company‘s Shareholders‘ Meeting;
  • Maximum term to acquire Company shares within the scope of the Buyback Program: 365 days, as of January 9, 2017, ending on January 9, 2018. The Board of Executive Officers must define the dates when the buyback will be effectively carried out;
  • Brokerage Firms: The transactions will be carried out by BTG PACTUAL CTVM S/A, located at Av. Brigadeiro Faria Lima, 3.477 - 14º Andar Pátio Victor Malzoni - Itaim Bibi CEP 04538-133 São Paulo - SP - Brazil, and Santander Corretora de Câmbio e Valores Mobiliários S.A., located at Av. Juscelino Kubitschek, 2041, E 2235 - Parte - 24 Andar, Vila Nova Conceição, São Paulo, SP, CEP 04543-011, Brazil.
  • According to the Company’s most recent financial information, related to the quarter ended September 30, 2016, the Company reported retained earnings equivalent to R$183.7 million, after deducting the legal reserve and tax incentive amounts. The Company does not record special or profit reserve.
  • The Board members understand that the Company’s current financial situation is compatible with the possible execution of the Buyback Program under the approved conditions, and does not expect any impact on compliance with the obligations assumed with creditors nor with the payment of minimum mandatory dividends. This conclusion arises from the assessment of the potential financial amount to be allocated to the Share Buyback Program when compared with (i) the level of obligations assumed with creditors; (ii) the unrestricted amount available in the Company’s cash, cash equivalents and financial investments; and (iii) the expectation of generation of cash by the Company throughout 2017.

In accordance with item 7.11.1 of Official Letter/CVM/SEP no. 02/16, Exhibit 30-XXXVI to CVM Instruction 480/09 (with information on the Buyback Program) is available as an attachment to the minutes of the Board of Directors’ meeting published today. The Company’s Board of Executive Officers will define the opportunity and the number of shares to be acquired pursuant to the limits and period established by the Buyback Program and the applicable regulations.

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