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Call Notice to the Annual and Extraordinary Shareholders’ Meetings

We hereby invite the shareholders of Ser Educacional S.A. ("Company"), pursuant to Article 124 of Law 6404/76, to the Annual and Extraordinary Shareholders’ Meetings ("Meetings"), to be held on April 27, 2018, at 2:00 p.m., at the Company’s headquarters, at Avenida da Saudade, 254, bairro de Santo Amaro, sala do Conselho de Administração (Board of Directors’ office), in the city of Recife, Pernambuco state, to resolve on the following:


Annual Shareholders’ Meeting: (a) to analyze the management report, the management accounts, the Company’s financial statements and the independent auditors’ report for the fiscal year ended December 31, 2017; (b) to approve the capital budget for fiscal year 2018, the proposal for the allocation of net income for the fiscal year ended December 31, 2017 and the distribution of dividends; (c) to install the Fiscal Council; (d) to elected the sitting and alternate members of the Fiscal Council; and (e) to approve the overall compensation of the members of the Board of Directors, the Board of Executive Officers and the Fiscal Council for fiscal year 2018.

Extraordinary Shareholders’ Meeting: (a) to amend the Company’s Bylaws, as provided for in the Management Proposal, in such a way that: (I) the writing of the caput of Article 5 reflects the new subscribed and paid-in capital as a result of the capital increase, within the authorized capital limit, approved by the Board of Directors at a meeting held on November 7, 2017; (II) the first paragraph of Article 5 indicates the increase in capital authorized by the Company; (III) the writing of Article 14 reflects the change in term of office for the members of the Board of Directors to two (2) years instead of one (1) year, with the exercise of their mandates beginning at the Company‘s Annual Shareholders’ Meeting that examines the accounts for the fiscal year ended December 31, 2018; (IV) Article 18 reflects the term of office for the Executive Board to two (2) years instead of one (1) year; (V) adjust the statutory provisions with the new Novo Mercado Regulation, with the following: (1) amendments to: (i) the First Paragraph of Article 1; (ii) Article 13; (iii) the First Paragraph of Article 14; (iv) the Second Paragraph of Article 14; (v) item (ee) of Article 16; (vi) the First Paragraph of Article 24; (vii) Article 33; and (viii) Article 42; (2) exclusions of the following: (i) the Second Paragraph of Article 1; (ii) Article 6; (iii) items (e) and (d) of the Sole Paragraph of Article 9; (iv) item (o) of Article 16; (v) the Second Paragraph of Article 24; (vi) the Sole Paragraph of Article 33; and (vii) Articles 34, 35, 36, 37, 38, 39, 40, 41 and 45; and (3) change all references to BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros to B3 S.A. - Brasil, Bolsa, Balcão; (VI) improve the Company’s corporate governance with the adoption of practices recommended by the Brazilian Code of Corporate Governance, with the following amendments: (1) inclusion of: (i) Article 13; (ii) item (dd) to Article 16; (iii) item (ff) to Article 16; and (2) alteration of previous item (ee) of Article 16; and (VII) adjustment of the defined terms and renumbering of all the provisions of the Bylaws and cross-references to the articles contained therein as a result of the amendments proposed above; (b) consolidation of the Bylaws; (c) examine, discuss and approve the Justification Protocol of the Incorporation of ADEA - Sociedade de Desenvolvimento Educacional Avançado Ltda. by Ser Educacional S.A. ("Protocol"), with the purpose of incorporating, by the Company, the subsidiary ADEA - Sociedade de Desenvolvimento Educacional Avançado Ltda. ("ADEA") ("Merger"); (d) ratify and approve the hiring and appointment of the specialized firm PricewaterhouseCoopers Auditores Independentes ("Appraisal Firm"), which evaluated the net equity of ADEA to be incorporated by the Company; (e) ratify and approve the appraisal report for the net equity of ADEA prepared by the Appraisal Firm; (f) approve the Merger, pursuant to the terms provided for in the Protocol; (g) authorize the Company‘s executive board to take all necessary measures to implement the Merger; and (h) Re-ratify the remuneration paid to the Company’s Statutory Executive Board for the fiscal year of 2017.


1. All the documents and information necessary for the exercise of voting rights by the shareholders, particularly the Meetings’ Manual and the Management Proposals regarding the matters on the agenda, are available on the websites of the Brazilian Securities and Exchange Commission - CVM (, B3 S.A. - Brasil, Bolsa, Balcão ( and the Company ( In addition, the other documents required pursuant to Article 133 of Law 6404/76 are at disposal of the shareholders at the Company’s headquarters; and other documents required, pursuant to Article 9 of CVM Instruction 481/09, were also made available.

2. Shareholders may attend the meeting in person, through a duly constituted proxy or by sending a remote voting instrument, pursuant to CVM Instruction 481/09.

3. Shareholders may be represented by a proxy with a public or private proxy instrument, issued within the last year, granted exclusively to an able shareholder of age, a Company administrator or a lawyer, as well as a financial institution, given that fund managers should represent the funds‘ quota holders. The proxy instrument must comply with the requirements listed in Law 6404/76 and CVM Instruction 481/09. Corporate shareholders may be represented by their legal representatives or duly constituted proxies, in accordance with their articles of incorporation, given that representatives are not required to be a shareholder, a Company administrator or a lawyer. The Company requires signatures on proxy instruments to be certified, notarized, bear consular certification and have a certified translation in case of proxy instruments granted abroad

4. In order to expedite the Meetings, the Company requests that shareholders send the proxy instruments and representation documents forty-eight (48) hours prior to the Meetings, c/o the Investor Relations Department, at the Company’s headquarters, pursuant to Paragraph 1 of Article 11 of the Company’s Bylaws. Shareholders who attend the Meeting with the required documents may participate and vote, even if they did not submit them previously.

5. In accordance with the procedure envisaged in CVM Instruction 481/09, as amended, the shareholders may attend the Meetings and vote by filling in and delivering the remote voting instrument made available by the Company on its website and on the website of the CVM

6. Pursuant to CVM Instruction 165/91, as amended by CVM Instruction 282/98, and CVM Instruction 481/09, the minimum percentage to request the adoption of cumulative voting to elect members of the Board of Directors is five percent (5%) of the voting capital.

Recife/PE, March 23, 2018.

José Janguiê Bezerra Diniz
Chairman of the Board of Directors

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