SER EDUCATIONAL SA

CNPJ 04.986.320/0001-13

NIRE 3.26.0001679-6

Publicly-Held Company

Minutes of the Board of Directors Meeting

carried out in 6 of june 2023

Date, Time, Place: On the 6th of June 2023, at 2 pm, by videoconference, pursuant to article 16, paragraph 1, of the Bylaws of Ser Educacional SA ("Company").

Table: Mr. José Janguiê Bezerra Diniz - Chairman of the Board; and Mrs. Nathalie Regnier Côrtes - Board Secretary.

Call: Prior call was waived due to the presence of all members of the Company's Board of Directors, pursuant to article 16, § 5,of Statute Social from the Company.

Attendance: A totality of the members of Advice in Administration from the Company,by videoconference pursuant to article 16, paragraph 1, of the Bylaws of the Company.

Minutes in summary form: The drawing up of these minutes in summary form was authorized.

Order of the day: Examine, discuss and deliberate on the following issues:

  1. The proposed incorporation of Sociedade Educacional Carvalho Gomes Ltda. (CNPJ nº 06.083.327/0001-50) ("Carvalho Gomes") by the Company, pursuant to the Protocol and Justification of Merger of Carvalho Gomes dated June 5, 2023 ("Protocol and Justification"), item (dd), of article 16 of the Company's Bylaws;
  2. The signing of the Protocol and Justification relating to the Merger; It is
  3. The convening of the General Assembly Extraordinary Meeting of the Company on July 6, 2023 at 2:00 pm, to: (a) Deliberate on the Company's Stock Granting Plan; (b) Deliberate on the Protocol and Justification for the purpose of incorporating, by the Company, Carvalho Gomes, whose quotas are wholly owned by the Company; (c) Ratify the appointment of Ernst & Young Auditores Independentes SS Ltda. (CNPJ No. 61.366.936/0003-97) to prepare the appraisal report at the book value of Carvalho Gomes' shareholders' equity, for the purposes of the Merger (" Appraisal Report"); (d) Decide on the Appraisal Report; (e) Resolve on the merger of Carvalho Gomes by the Company, pursuant to the Protocol and Justification, without increasing the Company's capital; (f) Authorize the Company's board of directors to take all necessary measures to implement the Merger, as well as other approved resolutions; and (g) Resolve on the proposed amendment and consolidation of the Company's Bylaws, to amend article 8 of the Company's Bylaws, in order to adapt it to Law No. 6,404/76.

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Resolutions taken unanimously: By unanimous vote of the members of the Board of Directors present, the following resolutions were taken, without reservations or exceptions:

  1. Approve the management proposal for incorporation of Carvalho Gomes for the Company;
  2. Approve the execution of the Protocol and Justification related to the Merger;
  3. Approve the call for the General Meeting Extraordinary Meeting of the Company on July 6, 2023 at 2:00 pm, to: (a) Deliberate on the Company's Stock Granting Plan; (b) Deliberate on the Protocol and Justification for the purpose of incorporating, by the Company, Carvalho Gomes, whose quotas are wholly owned by the Company; (c) Ratify the appointment of Ernst & Young Auditores Independentes SS Ltda. (CNPJ nº 61.366.936/0003-97) to prepare the Appraisal Report; (d) Decide on the Appraisal Report;
    (e) Resolve on the merger of Carvalho Gomes by the Company, pursuant to the Protocol and Justification, without increasing the Company's capital; (f) Authorize the Company's board of directors to take all necessary measures to implement the Merger, as well as other approved resolutions; and (g) Resolve on the proposed amendment and consolidation of the Company's Bylaws, to amend Article 8 of the Company's Bylaws, in order to adapt it to Law No. 6,404/76.

Closing and drawing up of minutes: There being no further business to discuss, Mr. Chairman offered the floor to whoever wanted to use it and, as no one asked for it, he declared the work closed and the meeting suspended for the time necessary to draw up these minutes, which, after the opening of the session, were read, approved, signed by all those present and subsequently signed by the Directors who participated, via videoconference.

Attending Board Members: José Janguiê Bezerra Diniz, Francisco Muniz Barreto, Iara de Moraes Xavier Braga, Hebert Steinberg, Flávio César Maia Luz and Sidney Levy.

Certificate: We certify that this is a true copy of the Minutes drawn up in the proper book.

Recife, June 6, 2023.

José Janguiê Bezerra Diniz

Nathalie Regnier Côrtes

President

Secretary

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Ser Educacional SA published this content on 06 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 June 2023 08:49:01 UTC.