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Material Fact - Cancellation of the Restricted Offering of Shares

Recife, May 24, 2017, Ser Educacional (B3 SEER3, Bloomberg SEER3:BZ and Reuters SEER3.SA), pursuant to Law 6,404, of December 15, 1976 ("Brazilian Corporation Law"), and regulations issued by the Brazilian Securities and Exchange Commission ("CVM"), especially CVM Instruction 358, of January 3, 2002, hereby informs its shareholders and the market in general that, on this date, it has cancelled the primary public offering of common shares issued by the Company, with restricted placement efforts, in accordance with CVM Instruction 476, of January 16, 2009, as amended ("Restricted Offering"), which was the subject of a material fact published by the Company on May 14, 2017 ("Material Fact"). The Board of Directors, in a meeting held on this date, unanimously understood that, even though there was enough demand from Professional Investors and Shareholders, the Price per Share that would be established after the Bookbuilding Procedure would not reflect the outlook of future profitability of the Company and, therefore, carrying out the Restricted Offering would not be in line with the best interests of the Company and its shareholders.

The Priority Subscription Orders, as defined in the Material Fact, received until this date will be cancelled. For Shareholders, as defined in the Material Fact, who have already made the payment under the terms of the Restricted Offering, the amounts will be returned without interest or monetary restatement, without reimbursement of costs and deducting any taxes applicable to the amounts paid that may have been levied, including IOF/Exchange rate and any other taxes that may be created, including those whose rate is currently equal to zero and may be increased, within three (3) business days as of this date. For further details, Shareholders should consult their respective custodian agents.

The Company will keep its shareholders and the market in general informed of any new offering, pursuant to the applicable regulations. For further information, please contact the Company’s Investor Relations Department by calling +55 (11) 2769-3223 or sending an e-mail to

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