KROTON EDUCACIONAL S.A. Publicly Held Company Corporate Taxpayer ID (CNPJ/MF): / Company Registry (NIRE):

Transcription

1 KROTON EDUCACIONAL S.A. Publicly Held Company Corporate Taxpayer ID (CNPJ/MF): / Company Registry (NIRE): MINUTES OF THE 129 TH MEETING OF THE BOARD OF DIRECTORS HELD ON JUNE 28, Date, Time and Place: On June 28, 2017, at 04:00 p.m., at the registered office of Kroton Educacional S.A. ( Company ), located in the City of Belo Horizonte, State of Minas Gerais, at Rua Santa Madalena Sofia, 25, 4º andar, sala 01, CEP , Bairro Vila Paris. 2. Attendance: The following directors attended the meeting: Gabriel Mário Rodrigues; Evando José Neiva; Walfrido Silvino dos Mares Guia Neto; Júlio Fernando Cabizuca; Luis Antônio de Moraes Carvalho; Altamiro Belo Galindo; Bárbara Elisabeth Laffranchi; and Nicolau Chacur, either in person or via conference call. 3. Presiding Board: Chairman: Gabriel Mário Rodrigues; Secretary: Leonardo Augusto Leão Lara. 4. Resolutions: After examining, discussing and reviewing the matters on the agenda, the directors, unanimously and without reservations: (i) authorized the drawing up of the minutes of this Board of Directors Meeting in summary form; (ii) approved, in accordance with Article 30, Paragraph 1, "b", of Federal Law 6,404/76 and with Instruction 567/2015 issued by the Securities and Exchange Commission of Brazil ( CVM Instruction 567 ), the new buyback program of shares issued by the Company ( Share Buyback Program ), through which the Company shall acquire up to 48,773,702 (forty-eight million, seven hundred and seventy-three thousand, seven hundred and two) registered, book-entry common shares with no par value, of its own issue, as detailed in the Own Shares Trading Notice, prepared in the form of Appendix 30-XXXVI of CVM Instruction 480/2009, in the appendix of these minutes, which is now presented and approved by this Board for disclosure. The acquisitions under the Share Buyback Program approved herein may be carried out within 18 (eighteen) months, starting June 29, 2017 and ending December 29, The Company s Board of Executive

2 Officers will determine the opportunities in which future transactions will occur, as well as the quantity of shares to be effectively negotiated, within the limits established herein and those contained in CVM Instruction Closure and Drawing Up of Minutes: There being no further business to discuss, these minutes were drawn up, read, unanimously approved and signed by all present. Signatures: Chairman: Gabriel Mário Rodrigues. Secretary: Leonardo Augusto Leão Lara. Directors Present: Gabriel Mário Rodrigues; Evando José Neiva; Walfrido Silvino dos Mares Guia Neto; Júlio Fernando Cabizuca; Luis Antônio de Moraes Carvalho; Altamiro Belo Galindo; Bárbara Elisabeth Laffranchi and Nicolau Chacur. This is a true copy of the original minutes drawn up in the records. Belo Horizonte, June 28, Gabriel Mário Rodrigues Chairman Leonardo Augusto Leão Lara Secretary

3 KROTON EDUCACIONAL S.A. Publicly Held Company Corporate Taxpayer ID (CNPJ/MF): / Company Registry (NIRE): Own Shares Trading Notice KROTON EDUCACIONAL S.A. ( Kroton or Company ), in compliance with CVM Instruction 480/09, hereby presents the following information required under Appendix 30-XXXVI on the trading of own shares. 1. Provide a detailed justification of the objective and expected economic impacts of the transaction: The purpose of the transaction is to acquire shares to make efficient use of the available funds of the Company, with the expectation of price appreciation in the medium and long term, in order to maximize the creation of value for the shareholders of the Company. Furthermore, the shares to be acquired, or part of them, may be used to meet the Share-Based Compensation Plan. 2. Inform the (i) free-float and (ii) number of shares already held in treasury: The Company currently has a free-float of 1,625,790,073 shares (as defined by Article 8, Paragraph 3, Item I of CVM Instruction 567/15) and 279,705 shares held in treasury. 3. Inform the number of shares that mat be acquired or sold: The Company may acquire up to 48,773,702 common shares of its own issue, which correspond to 3% of the free-float, in accordance with Item 2 herein. 4. Describe the main characteristics of any derivative instruments the Company may use, if any: Not applicable, since the Company will not use derivative instruments in this transaction. 5. Describe any existing agreements or voting instructions between the Company and the counterparty of the transactions: Not applicable, since the Company will carry out the transactions on the stock

4 exchange at market price and therefore does not know whom the counterparties are. 6. In the case of transactions conducted outside organized securities markets, inform the following: (a) the highest (lowest) price for which the shares will be acquired (sold); and (b) if applicable, the reasons justifying the transactions at prices more than 10% higher for acquisitions or more than 10% lower for sales, than the volume-weighted average price in the 10 previous trading sessions: Not applicable, since the transactions will be conducted on the stock exchange at market prices and not outside of organized securities markets. 7. Inform, if any, the impacts that the trades will have on the composition of the controlling group or of the administrative structure of the Company: Not applicable, since the share ownership of the Company is disperse and trading will not affect the composition of the controlling group or of the administrative structure of the Company. 8. Identify the counterparties, when they are known, and, if any of them is a related party of the Company, as defined under the accounting standards addressing this subject, provide the information required under Article 8 of CVM Instruction 481/09: Not applicable, since the Company will carry out the transactions on the stock exchange at market price and therefore does not know whom the counterparties are. 9. Inform the use of the proceeds, if applicable: Not applicable, since the transaction is a Share Buyback Program in which the Company will not receive any proceeds, since the shares to be acquired will be held in treasury for subsequent cancellation or sale. 10. Inform the maximum period for settling the authorized transactions: The acquisitions that are the subject of the Share Buyback Program may be carried out within 18 months, starting on June 29, 2017 and ending on December 29, 2018.

5 11. Identify the financial institutions that will act as intermediaries, if any: The following financial institutions will act as intermediaries of the trades involving the acquisition of shares: (1) Bradesco S.A. Corretora de Títulos e Valores Mobiliários, headquartered at Av. Paulista, 1450, 7º andar, in the city and state of São Paulo, registered in the roll of Corporate Taxpayers (CNPJ/MF) under no / ; (2) BTG Pactual Corretora de Títulos e Valores Mobiliários S/A, headquartered at Av. Brigadeiro Faria Lima, 3.477, 14º andar, in the city and state of São Paulo, registered in the roll of Corporate Taxpayers (CNPJ/MF) under no / ; 12. Specify the funds available to be used, pursuant to Article 7, Paragraph 1 of CVM Instruction 567/15: The shares acquired under the scope of the Share Buyback Program will be settled by debiting the available balances of the reserves of retained earnings and profits for the current fiscal year recognized in the quarterly financial statements for the period ended March 31, 2017, subject, in particular, to Article 7, Paragraphs 3 and 4 of CVM Instruction 567/ Provide the reasons why the Directors feel confident that the stock buyback will not hinder compliance with the obligations assumed with creditors or the payment of the fixed or minimum mandatory dividends: The Directors believe the Company s current financial position is compatible with the potential execution of the Share Buyback Program under the conditions approved and is confident that the stock buyback will not hinder compliance with the obligations assumed with creditors or the payment of the mandatory dividends calculated in accordance with the law and approved by the shareholders' meeting. The amount to be used, in the event of the repurchase of up to 48,773,702 common shares, would correspond to, approximately, R$ 651,616, to R$ 776,477,388.86, considering the average stock price in the last 30 days, which is an immaterial amount to the Company, and considering the level of obligations assumed with creditors does not affect the full payment capacity with regard to the financial obligations undertaken or the payment of the mandatory dividends. Furthermore, such investment represents 52% of the cash of the Company as recorded on its financial statements for the first quarter of 2017.