Kroton Educacional S A : Notice to Shareholders - Capital Increase

KROTON EDUCACIONAL S.A.

Corporate Taxpayer ID (CNPJ/MF): 02.800.026/0001-40

Company Registry (NIRE): 31.300.025.187

Publicly Held Corporation

NOTICE OF CAPITAL INCREASE DELIBERATED BY

THE BOARD OF DIRECTORS

(under Appendix 30-XXXII of ICVM 480/2009)

1. Amount of the increase and new capital stock:

Amount of the capital increase: one hundred million reais (R$100,000,000.00)

Amount of the new capital seventy-seven thousand, (R$5,111,677,358.90)

stock: five billion, one hundred eleven million, six hundred three hundred fifty-eight reais and ninety centavos

2. Inform whether the capital increase will be through: (i) conversion of debentures or other debt instruments to shares; (ii) exercise of subscription

rights or warrants; (iii) capitalization of profits or reserves; or (iv) subscription to new shares:

The capital stock was increased through the capitalization of a portion of the balance of the investment reserve, in the amount of one hundred million reais (R$100,000,000.00).

3. Reasons for the increase and its legal and economic consequences:

The increase was approved to adjust the balance of reserves to the reserve limits provided for in Article 199 of Federal Law 6,404/76 and in the Company's Bylaws considering the allocation of net income established in the financial statements.

The Company's capital stock will be increased from five billion, eleven million, six hundred seventy-seven thousand, three hundred fifty-eight reais and ninety centavos (R$5,011,677,358.90) to five billion, one hundred eleven million, six hundred seventy- seven thousand, three hundred fifty-eight reais and ninety centavos (R$5,111,677,358.90), without the issue of shares and without any change to the number of shares, in accordance with Article 169, Paragraph 1 of Federal Law 6,404/76.

4. Opinion of the Fiscal Council, if applicable:

Not applicable.

5. In the case of a capital increase through subscription to shares:

Not applicable.

6. In the case of a capital increase through capitalization of profits or reserves:

1. Inform if the increase will result in a change in the par value of the shares, if any, or in the distribution of new shares to shareholders:

The shares issued by the Company have no par value. No new shares will be distributed.

1. Inform if the capitalization of profits or reserves will be made with or without any change in the number of shares, for companies with shares without par value:

The capitalization of reserves will be made without any change in the number of shares.

1. In the case of the distribution of new shares: a) inform the number of shares issued for each type and class; b) inform the percentage each shareholder will receive in shares; c) describe the rights, advantages and restrictions attributed to the shares to be issued; d) inform the acquisition cost, in Brazilian reais per share, to be attributed so that shareholders can comply with Article 10 of Federal Law 9,249, of December 26, 1995; and e) inform the treatment given to fractions, if applicable.

Not applicable.

1. Inform the deadline set in Paragraph 3, Article 169 of Federal Law 6,404, of 1976:

Not applicable.

(v) Information and documents provided for in item 5 above, if applicable:

Not applicable.

7. In the case of a capital increase through the conversion of debentures or other debt instruments to shares or through the exercise of warrants:

Not applicable.

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