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Material Fact - 2nd Issuance of Debentures

Recife, August 10, 2017, Ser Educacional (B3 SEER3, Bloomberg SEER3:BZ and Reuters SEER3.SA), pursuant to Law No. 6,404, dated December 15, 1976, as amended, and regulations issued by the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) ("CVM"), especially CVM Instruction 476, of January 16, 2009, as amended ("CVM Instruction 476") and CVM Instruction 358, of January 3, 2002, as amended, hereby informs its shareholders and the market in general that the Board of Director’s Meeting held on August 10, 2017, approved the second (2nd) issuance of unsecured, simple, nonconvertible debentures, in up to two (2) series ("First Series" and "Second Series", respectively) of the Company ("Issuance" and "Debentures", respectively), which shall be subject to the public distribution, with restricted distribution efforts, in accordance with CVM Instruction 476. The proceeds obtained by the Company shall be used for (i) the payment of financing of the Company; and (ii) working capital purposes, in the event of remaining balance after full settlement of the financing mentioned in item (i) above.

The unit face value of the Debentures shall be of one thousand reais (R$ 1,000.00) as of the issuance date ("Unit Face Value"), totaling the amount of up to two hundred million reais (R$200,000,000.00) as of the issuance date. The Issuance shall be exclusively destined to professional investors (investidores profissionais), as established in applicable legislation.

The Unit Face Value of the Debentures will not be monetarily updated. On the Unit Face Value or balance of the Unit Face Value of the Debentures, as the case may be, shall accrue interest of one hundred percent (100%) of the aggregate variation of 1-Day Interbank Deposits, the average daily rates for 252-business day year, plus a surcharge or spread to be defined in accordance with the procedure of gathering of indications of investment intent, limited to a maximum of: (i) one point thirty percent (1.30%) per year, for the First Series Debentures, for 252-business day year; and (ii) one point seventy percent (1.70%) per year, for the Second Series Debentures, for 252-business day year.

The general terms and conditions of the Issuance are disclosed in the minutes of the Board of Director’s Meeting ("BDM") held on August 10, 2017, which is filed at the Company’s headquarters, as well as on the websites of CVM (, B3 ( and the Company (

This material fact is disclosed for informative purpose only, as the applicable regulation, and shall not, in any circumstances, be interpreted as advertising material for the Issuance or sale of the Debentures.

For further information, please contact the Company’s Investor Relations Department by calling +55 (11) 2769-3223 or sending an e-mail to