Afya : Internal Bylaws of The Audit, Risk and Ethics Committee

		INTERNAL BYLAWS
	VERSION: 01	DATE: 03/04/2021	CODE:		PAGE: 1 of 18
	REG.AUD.001
TITLE:	INTERNAL BYLAWS OF THE AUDIT, RISK AND ETHICS COMMITTEE

Institution's identification details

Corporate Name: Afya Participações S.A.

CNPJ (Corporate Tax Number): 23.399.329/0001-72

Complete address: Alameda Oscar Niemeyer 119, 5º andar, Vale do Sereno -

Nova Lima / MG - CEP: 34000-000

Institution's Phone: [phone]

CHAPTER I - Purpose

Art. 1st - The present Internal Bylaws ("Bylaws"), approved by the Board of Directors ("Board") of Afya Limited and its controlled companies ("Company" or "Afya Group"), according to its Memorandum of Association and, within its regulatory powers, has the purpose of establishing the general rules related to the functioning, structure, organization, and activities of the Audit, Risks, and Ethics Committee ("Committee"), providing adequate and sufficient conditions for the exercise of its functions.

Art 2nd - The Committee's activities are governed by this Bylaws and, where applicable, by the Memorandum of Association of the Company, without prejudice to the legal and regulatory standards applicable to it, including the rules of the Securities and Exchange Commission ("SEC") and NASDAQ.

CHAPTER II - Organizational Structure and Composition

Art. 3rd - The Committee is a collegiate body, operating permanently, directly linked to the Board, whose objective is to advise it on the following topics:

INTERNAL BYLAWS

	VERSION: 01	DATE: 01/29/2021	CODE: REI.CARE.001	PAGE: 2 of 18

TITLE: INTERNAL BYLAWS OF THE AUDIT, RISK AND ETHICS COMMITTEE

I - supervision of the processes of preparation of the financial statements and internal controls,

II -risk management and monitoring,

1. - monitoring compliance with the Code of Ethics and Conduct and overseeing the Internal Ethics Commission,

IV -monitoring compliance with the laws and regulations;

V - supervision, capability and performance of the independent internal and external audits in order to provide more reliability to the information and effectiveness in protecting the Company, as well as contributing to the efficiency and quality of the Board's decisions.

Art. 4th - The Committee shall have operational autonomy and its own budget, previously approved by the Board, intended to cover its operating expenses.

Art. 5th - The Committee shall be composed of at least 3 (three) members appointed by the Board of Directors ("Members"), all independent and capable of understanding the Company's financial statements, among which at least 1 (one) of the members shall be notoriously knowledgeable and experienced in corporate accounting matters ("Financial Specialist").

I - Any of the elected Members, after being appointed, may acquire the capacity to be a Financial Specialist, and may acquire the necessary knowledge to verify the Company's financial statements within the period to be defined for this purpose by the Board of Directors.

1. - Cannot be classified, appointed and elected by the Board of Directors as Independent Member those who:
2. 1. are a direct or indirect controlling shareholder of the Company;
   2. have their voting rights at the meetings of the Board of Directors bound by a shareholders' agreement whose purpose are matters related to the Company;

This document is copyrighted, and it is expressly forbidden to copy, in full or in part, reproduce or distribute it, by any means or media, without prior formal authorization of Grupo Educational Afya.

INTERNAL BYLAWS

	VERSION: 01	DATE: 01/29/2021	CODE: REI.CARE.001	PAGE: 3 of 18

TITLE: INTERNAL BYLAWS OF THE AUDIT, RISK AND ETHICS COMMITTEE

1. are a spouse, partner or relative, direct or collateral, up to the second degree, of the controlling shareholder, a Company's director or a director of the controlling shareholder;
2. were, in the last 5 (five) years, an employee or officer of the Company or its controlling shareholder, or were, for the same period, a partner, technical manager or member of the work team of the Independent Auditor - Legal Entity.
3. received or is a first-degree relative of a person who has received, during the period of twelve months in the last three years, more than USD 120,000.00 (one hundred and twenty thousand US dollars), or equivalent amount in national currency, as direct remuneration from the Company, its parent or subsidiary, except in the event of remuneration for the services of director or committee member or for previous services rendered (provided that such services are not continued services);
4. are a partner or employee of a company belonging to the Company's external independent auditor;
5. are an employee or first-degree relative of a person with a management position in a company that has made payments to, or received payments from, the Company, its parent company or subsidiary, in any of the last three fiscal years, in an amount higher than USD 1,000,000.00 (one million US dollars), or equivalent in national currency, or 2% of the consolidated gross revenue of such company, its parent and/or subsidiary.

1. - The Committee shall have a Chair Member, to be elected by the member of the Committee who are also members of the Board of Directors.

IV - The Chair Member shall have the following main functions:

This document is copyrighted, and it is expressly forbidden to copy, in full or in part, reproduce or distribute it, by any means or media, without prior formal authorization of Grupo Educational Afya.

INTERNAL BYLAWS

	VERSION: 01	DATE: 01/29/2021	CODE: REI.CARE.001	PAGE: 4 of 18

TITLE: INTERNAL BYLAWS OF THE AUDIT, RISK AND ETHICS COMMITTEE

1. report to the Board, at least quarterly, the work carried out by the Committee;

1. convene, preside over and coordinate the Committee's meetings, including the process of preparing and signing the minutes of the meetings;

1. define the topics to be discussed at the Committee meetings;
2. take the necessary measures to ensure that the Committee Members receive timely information to deliberate on the matters included in the meetings agendas; and
3. attend meetings and represent the Committee before the Board and the Executive Board.

V - The Committee's Chair Member may invite other participants to discuss specific matters, as well as hire external experts when deemed necessary, at the Company's expense.

VI - The Chair Member, responsible for the supervision and administrative organization of the Committee, may appoint a Committee Secretary ("Secretary"), who shall be responsible for preparing, organizing, elaborating and distributing the agendas and minutes of the meetings, and distributing the necessary information for the discussion of the matters included in the agenda to the Members of the Committee.

VII - The Financial Expert Member of the Committee must be notoriously knowledgeable and experienced in corporate accounting matters, fulfilling the following requirements:

1. knowledge of the generally accepted accounting principles and financial statements;
2. ability to assess the application of these principles in relation to the main accounting estimates, accruals and reserves;

This document is copyrighted, and it is expressly forbidden to copy, in full or in part, reproduce or distribute it, by any means or media, without prior formal authorization of Grupo Educational Afya.

INTERNAL BYLAWS

	VERSION: 01	DATE: 01/29/2021	CODE: REI.CARE.001	PAGE: 5 of 18

TITLE: INTERNAL BYLAWS OF THE AUDIT, RISK AND ETHICS COMMITTEE

1. experience preparing, auditing, analyzing or evaluating financial statements that have a level of scope and complexity comparable to those of the Company;
2. educational background compatible with the knowledge of corporate accounting necessary for the Committee's activities; and
3. knowledge of internal controls and corporate accounting procedures.

Art. 6th - Committee members shall be elected by the Board and shall be invested in their positions upon the signature of the minutes of the meetings of the Board. Likewise, it is incumbent upon the Board: (a) the occasional removal of any member of the Committee; and (b) deliberation on the remuneration or bonus of the Committee members.

I - The participation of officers of the Company, its subsidiaries, partners of its parent companies, affiliates or controlled companies as Committee Members is forbidden.

Art. 7th - The function of Committee Member cannot be delegated, and must be exercised in compliance with the duties of loyalty and diligence, as well as avoiding any conflict situations that may impact the interests of the Company and its partners.

Art. 8th - The Committee Members shall serve a term of up to 2 (two) years, which may be renewed, counted from their respective investitures, being established that, even after their term, the elected Members shall remain provisionally in the exercise of their functions until the Board elects new members. The term of the Committee members shall be automatically terminated if they vacate their seat at the Board of Directors. Having exercised their term for any period, the Committee members shall only be allowed to rejoin it after at least 3 (three) years from the end of the previous term.

This document is copyrighted, and it is expressly forbidden to copy, in full or in part, reproduce or distribute it, by any means or media, without prior formal authorization of Grupo Educational Afya.