Kroton Educacional : Notice to the Market - New Business Structure and Brands

NOTICE TO THE MARKET

New Business Structure and Brands

Belo Horizonte, October 7, 2019, Kroton Educacional S.A. (B3: KROT3; OTCQX: KROTY) - "Kroton / Cogna" or "Company", in compliance with CVM Instruction 358/2002, as amended, hereby announces to its shareholders, investors and the market the result of the business restructuring carried out by management to ensure greater autonomy in diverse segments and offer conditions to better capture the opportunities in the different operating verticals.

Since it launched its digital transformation journey, the Company has been undergoing a cultural transformation process that enabled it to develop new business models within the operation, creating opportunities that go beyond its original core business and seek to start a new phase of growth by combining different strategies, with autonomy, agility and flexibility for the different business segments. In this regard, starting today, the Company will implement a new business structure within the concept of "collection of companies (holding company)" with four operating verticals, yet preserving the attributes of innovation, quality and technology, without letting go the high level of efficiency achieved in our recent history.

To represent this new business structure, we are also launching today the brand "Cogna" as the new corporate name combining all businesses of the Company, to replace "Kroton", which will now correspond exclusively to the Undergraduate education segment (On-campus and Distance Learning - DL). Other business brands, which mainly serve final customers, will not change. The name Cogna is derived from cognition, which represents the capacity to process information and transform it into knowledge. A brand that more clearly, and in a contemporary manner, symbolizes the Company's entry into a new era replete with opportunities for innovation and growth, but which retains the purpose of wanting to transform people's lives through high-quality education. This is Cogna Educação: knowledge that transforms.

As such, starting October 11, 2019, the shares of the Company will trade on B3 under the new ticker "COGN3" in instead of "KROT3", under the new trading name of ("COGNA ON"). The same date, our ADRs offered in the U.S. market will start trading under the new ticker "COGNY" instead of "KROTY." At the Extraordinary Shareholders Meeting (ESM) called for November 18, 2019, the Company management will submit to shareholders, among other matters, the proposal to amend the legal name of the Company to "Cogna Educação S.A.".

The new business model organizes the company's operations along a more modern structure that is aligned with its present moment, as it not only divides its operating market into two core segments - Primary and Secondary Education (K-12) and Postsecondary Education -, but also highlights the different operating models: B2B (business to business) and B2C (business to consumer). With this, a holding company is created, backed by centers of excellence that encompass diverse brands and offer comprehensive services with different focuses and approaches from the viewpoint of clients of each business.

1

NOTICE TO THE MARKET

New Business Structure and Brands

Thus, Cogna's business structure will be as follows:

KROTON (inspired by Crotone, the city where Pythagoras left his mark by founding his 1st school).

In Postsecondary Education, the B2C operation remains under the Kroton brand and includes, as already mentioned, all On-Campus Undergraduate and DL operations. Kroton will continue under the leadership of Roberto Valério (Linked- In), who, for more than two years, has presided over a business of nearly 900,000 students and revenues of over R$5.4 billion.

PLATOS (means amplitude in Greek. Broad, as knowledge should be. Platos is a Service Platform that broadens and maximizes the operations of Postsecondary Educational Institution)

Platos is the new brand of the B2B Postsecondary education operation, working within an EdServ Platform (also known as Online Program Management - OPM) concept, which offers, through a physical and digital platform, services and products to various learning institutions. Currently, Platos has Kroton as its main client and has seen revenue growth of over 30% in the last two years. This is the result of efforts by the CEO of the operation, Paulo de Tarso (Linked-In) who, since 2017, has led the development of this platform, which still has vast and untapped market potential.

SABER (verb related to knowledge or a noun that represents a set of knowledge. Fully aligned with what we seek at Saber: to build and share knowledge)

In the K-12 Education segment, the B2C operation comes under the Saber brand and includes all the 54 own or contract managed schools, as well as the operation that provides services to public K-12 Education under the National Textbook Program (PNLD), and language courses. For this business, Kroton has brought a new professional to preside over Saber

• Paulo Serino (Linked-In) - who has vast experience in the sector and will support the process of integration and efficiency gains in the operation. Saber has only 1% share of the private school management market and, after the integration of all of its assets, will be ready to resume the growth cycle, through both acquisitions and the opening of new greenfield units.

VASTA (comes from that is vast. Vast and without barriers. That is how we see education. A service platform for K-12 schools that brings together people, technologies and the digital culture)

The B2B K-12 operation will operate under the Vasta Educação ("Vasta") brand, which includes the entire service platform for schools, positioning itself as a one-stop partner offering a wide range of products and solutions through a

2

NOTICE TO THE MARKET

New Business Structure and Brands

subscription model, based on long-term contracts, recurring revenues, high scalability and backed by technology and innovation to ensure a unique experience and usability for all client profiles. Vasta's client relationship brand will be Somos Educação, a company with annual revenues of over R$ 800 million and solid growth potential, in a completely new "Platform as a Service" concept. Mario Ghio (Linked-In), who currently heads this project, will continue to lead Vasta in this new and important growth cycle.

COGNA VENTURES (derived from the mother-brand, it is the organization's corporate venture capital arm)

Apart from the four companies that will operate in the entire Education market, Cogna Ventures will be established in 2020 as a corporate venture capital arm to explore new opportunities for growth, innovation, efficiency and potential disruptions in all areas of operation. The education environment is currently going through major transformations, and investment in open innovation and technology companies should help Cogna become the most digitalized education company in the world. Carlos Lazar (Linked-In), currently Investor Relations Officer of the Company, will also lead this project.

NEW GOVERNANCE MODEL

To oversee this new business structure, the Management is proposing a new Corporate Governance structure, which will be submitted for approval at the Shareholders Meeting on November 18. The proposal includes three new members to the Board of Directors:

• Rodrigo Galindo, currently CEO of Cogna, will take sit on the Board to ensure greater alignment between the Executive Board and the Board of Directors (Linked-In).
• Juliana Rozenbaum, who has vast experience on the boards of large companies and considerable expertise in strategy (Linked-In); and
• Thiago Piau, currently CEO of one of the largest digital companies in Brazil, who will bring important insights on technology and innovation (Linked-In).

Apart from these nominations, the Management proposes the reelection of the following directors: Evando José Neiva, Luiz Antonio de Moraes Carvalho, Nicolau Ferreira Chacur and Walfrido Silvino dos Mares Guia Neto. As such, the new Board of Directors will have seven members, four of them independent members in accordance with applicable laws (or 57% of total members), strengthening the corporate governance standards in line with best market practices.

Additionally, the Management Proposal for the shareholders meeting includes the creation of an Advisory Board (Board of Founders), consisting of the founders of the main educational institutions that make up Kroton. The new governance structure and the creation of this Advisory Board ensure the retention of the expertise of the Company's founders while enabling the entry of new members to the Board of Directors, bringing new skills that are required for this new phase in the organization's history.

Finally, four Advisory Committees will be created - Audit and Risk, People and Governance, Finance and M&A, and Strategy and Innovation, which will aid the Board of Directors in decision-making during the next term.

After all these changes, Cogna's organization chart and governance structure are as follows:

3

NOTICE TO THE MARKET

New Business Structure and Brands

Organizational chart:

			C E O	- R o d r i g o G a li n d o
JAMIL	JULIA	FABIO		CARLOS	LEONARDO	G ISLAINE	CARLOS LAZAR
MARQUES	G ONÇALVES	LACERDA		SAFINI	LARA	MORENO
VP FINANCE	VP PRODUCTS, MANAG.	VP PEOPLE AND CORP.		VP PEOPLE AND	LEGAL DEPARTMENT	GOVERNMENT RELATIONS	HEAD COGNA
	& EXPANSION	OPERATIONS	CORP. OPERATIONS		DEPARTMENT	VENTURES AND IRO

R O B E R T O V A LÉ R IO	P A U L O D E T A R S O	P A U L O S E R I N O	M A R I O G H I O
C E O B2C P OS T S EC.	C E O B2B P OS T S EC.	C E O B2C K12	C E O B2b K12A

Governance structure:

BOARD OF DIRECTORS

BOARD OF FOUNDERS

STRATEGIC COMMITTEES

STRATEGY &	PEOPLE &	FINANCE &	AUDIT AND
INNOVATION	GOVERNANCE	M&A	RISKS

For more information about the Management Proposal, please visit the following link.

For other information, please contact the Investor Relations department:

Carlos Lazar, Pedro Gomes or Ana Troster

E-mail: [e-mail]

4