Somos Educacao : 02/23/2017 - AppProva

SOMOS EDUCAÇÃO S.A. CNPJ/MF No. 02.541.982/0001-54 NIRE 35.300.175.832

Publicly-Held Company with Authorized Capital

SOMOS EDUCAÇÃO S.A. ("Company"), in the form and for the purposes of CVM Instructions No. 358/2002, as amended, and No. 565/2015, reports fulfilment of contractual conditions that entail submission to the shareholders and, in case of approval thereof, closing of a corporate transaction ("Corporate Restructuring") consisting of: (i) acquisition of certain shares issued by the company Educação e Inovação Tecnologia S.A. ("AppProva") by Somos Educação e Participações S.A. ("SEP"), a company controlled by the Company, (ii) conversion of preferred shares issued by AppProva into common shares, (iii) merger of shares of AppProva into SEP which, as a result, shall temporarily have other shareholders and shall no longer be a Company's wholly-owned subsidiary, and (iv) merger of shares of SEP into the Company.

The Corporate Restructuring shall be submitted to the shareholders of the three companies (AppProva, SEP and Company) for approval at the respective special shareholders' meetings. The Company's Board of Directors approved the call notice of the special shareholders' meeting to resolve on the Corporate Restructuring. Said meeting shall be held on March 10, 2017.

1. COMPANIES INVOLVED IN THE TRANSACTION
2. Somos Educação S.A.

3. Identification - Somos Educação S.A., a publicly-held joint-stock company with its principal place of business in the Capital City of the State of São Paulo, at Avenida das Nações Unidas, 7221, 1st floor, sector B, Pinheiros, postal code 05425-902, enrolled with the CNPJ/MF under No. 02.541.982/0001-54.

4. Activities - The Company's main activities are holding equity interest in other companies, as a shareholder or member, and by means of its controlled companies, the publishing of books and educational materials, provision of support services to education institutions, provision of education services.

5. Somos Educação e Participações S.A.

6. Identification - Somos Educação e Participações S.A., a closely-held joint-stock company with its principal place of business in the Capital City of the State of São Paulo, at Avenida das Nações Unidas, 7221, 2nd floor, sector C, Pinheiros, postal code 05425-902, enrolled with the CNPJ/MF under No. 03.824.725/0001-92.

7. Activities - SEP is a wholly-owned subsidiary of the Company and its main activities are the publishing of books and educational materials, provision of support services to education institutions, provision of teaching services and equity interest in other companies, as a shareholder or a member.

8. Educação e Inovação Tecnologia S.A.

9. Identification - Educação e Inovação Tecnologia S.A., a privately-held joint-stock company with its principal place of business in the Capital City of the State of Minas Gerais, at Rua Espírito Santo, 2.727, suite 1306, district Lourdes, postal code 30160-032, enrolled with the CNPJ/MF under No. 14.397.809/0001-03.

10. Activities - The main activities of AppProva are the provision of management, advisory, consulting, instruction and support service in the area of educational technological innovation, planning, organization, control and finance, analysis and development of education and teaching assessment systems, and creation of computer programs, electronic games, applications for tablets and mobile phones, database, with a focus on teaching and education.

11. TRANSACTION DESCRIPTION AND PURPOSE

    In summary, the Corporate Restructuring consists of four main steps: (i) acquisition by SEP of certain preferred shares and common shares issued by AppProva, (ii) conversion of all preferred shares of AppProva into common shares, (iii) merger of shares of AppProva into SEP and (iv) merger of shares of SEP into the Company.

    As a first step, SEP shall acquire all class A preferred shares and a part of the common shares representing the capital stock of AppProva.

    Subsequently, the remaining shareholders of AppProva ("AppProva Shareholders") and SEP shall hold a Special Preferred Shareholders' Meeting of AppProva to resolve on the conversion of all class A preferred shares representing the capital stock of AppProva into common shares.

    The third step of the Corporate Restructuring shall consist of the merger of shares issued by AppProva into SEP ("Merger of AppProva Shares").

    In case of unanimous approval of the Merger of AppProva Shares by the AppProva Shareholders and the Company, in its capacity as the only shareholder of SEP, all shares representing the capital stock of AppProva shall be merged into the net equity of SEP (except for those already previously held by SEP), and AppProva shall be converted into a wholly-owned subsidiary of SEP. The capital stock of SEP shall

    go through a corresponding increase, with the issue of new shares.

    The new shares issued as a result of the Merger of AppProva Shares, as mentioned above, shall be attributed to the AppProva Shareholders and paid-in upon contribution of the shares issued by AppProva to the capital stock of SEP. Therefore, at the end of the Merger of AppProva Shares, the capital stock of SEP shall be distributed between the Company and the AppProva Shareholders.

    After completion of the Merger of AppProva Shares, the last step of the Corporate Restructuring shall begin, which consists of the merger of shares issued by SEP into the Company ("Merger of SEP Shares").

    In case the Merger of SEP Shares is approved by the shareholders of SEP and by the Company's shareholders, all shares representing the capital stock of SEP shall be merged into the Company's net equity (except for those already previously held by the Company), and SEP shall be converted into a Company's wholly-owned subsidiary. The capital stock of the Company shall be subject to a corresponding increase, with the issue of new shares.

    The new shares issued as a result of the Merger of SEP Shares, as mentioned above, shall be attributed to the AppProva Shareholders (then as shareholders of SEP) and paid-in upon contribution of the shares issued by SEP to the Company's capital stock.

    The purposes of the Corporate Restructuring are (i) the conversion of AppProva into a wholly-owned subsidiary of SEP and the return of the latter to the condition of wholly-owned subsidiary of the Company; and (ii) the receipt of new shares representing the Company's capital stock by the AppProva Shareholders.

12. MAIN BENEFITS, COSTS AND RISKS OF THE TRANSACTION
13. Main Benefits

    The Corporate Restructuring is justified by the integration of the activities of SEP and AppProva, the adoption of a more efficient structure by means of the sharing of business practices, as well as by the alignment of the growth and development interests of all shareholders of the companies involved in the Corporate Restructuring.

14. Costs

    The Company's management estimates that the Corporate Restructuring shall have a cost for the Company of approximately five hundred thousand Reais (R$500,000.00).

15. Risks of the Transaction

    The Company's market value may significantly change between the date deemed as reference for preparation of the valuation reports and the closing date of the Corporate Restructuring.

    The obtainment of the benefits expected from the Corporate Restructuring is subject to factors such as (i) SEP'S ability to efficiently integrate the processes and operations of AppProva and to retain talents, (ii) the performance of the Brazilian market of products and services relating to selection processes for access to universities, and (iii) the development and dissemination of competitive technologies with products and services of AppProva.

    The following risks may affect the operations of AppProva: (i) discontinuation of selection processes, whether unified or not, for: access to public and private universities, assessment of the public and private education networks, academic or professional certification examinations, significant changes in the teaching and learning structure; (ii) seasonality of the commercial cycle concentrated in the second semester; (iii) significant changes in the plan of investment in Basic Education of the Federal Government; (iv) maintenance of the law applicable to performance of the activities of AppProva;

    (v) permanence or non-permanence of the members that comprise the management of AppProva and the intellectual property development team; and (vi) any claim that its publications infringe any intellectual property rights, in view of the quantity of professionals engaged for preparation of items, tests and exercises.

16. SHARES REPLACEMENT RATIO

The replacement ratios were negotiated, agreed upon and established between the Company and SEP, on the one part, and AppProva and AppProva Shareholders, on the other part, and are subject to approval by the shareholders of the three companies (AppProva, SEP and the Company) at special shareholders' meetings.

It is proposed that 515.537241 registered common shares with no par value representing the capital stock of SEP, rounded to the next greater whole number, be attributed for each one (1) registered common share with no par value issued by AppProva. Therefore, the exchange ratio of shares of AppProva into shares of SEP may be summarized as follows:

Company	Amount per Share (R$)	Exchange Ratio*
AppProva	304.609038	1
SEP	0.590857	515.537241
* Quantity of shares of SEP that shall be received for each share held in AppProva

It is proposed that 0.051379 registered common share with no par value representing the capital stock of