Ser Educacional S A : Minutes of Board of Directors Meeting Held on May 15, 2024

SER EDUCACIONAL S.A.

CNPJ No. 04.986.320/0001-13

NIRE: 26.3.0001679-6

MINUTES OF THE BOARD OF DIRECTORS MEETING

HELD ON MAY 15, 2024

1.DATE, TIME AND PLACE: On May 15, 2024, at 9h00 am, at the headquarters of Ser Educacional S.A. ("Company"), in the City of Recife, State of Pernambuco, at Avenida da Saudade, 254, Santo Amaro, Zip Code 50.100-200.

2.BOARD: Chairman of the Board: Mr. José Janguiê Bezerra Diniz; Secretary: Nathalie Réginer Côrtes.

3.CALL AND ATTENDANCE: Call formalities were waived in view of the presence of all members of the Board of Directors, via conference call, as provided for in the Company's Bylaws.

4.AGENDA: Resolve on (i) the placement of the Company's 5th (fifth) issue of simple, unsecured debentures, not convertible into shares, in a single series, in the total amount of one hundred and fifty million Brazilian reais (R$ 150,000,000.00) ("Issue" and "Debentures", respectively), pursuant to Law No. 6404, of December 15, 1976, as in force ("Brazilian Corporate Law"), which will be subject to a public distribution offering under the automatic distribution registration procedure, pursuant to Securities and Exchange Commission ("CVM") Resolution 160, of July 13, 2022, as in force ("CVM Resolution 160" and "Offer", respectively) and whose main characteristics and conditions shall be described in the "Private Indenture of the 5th (Fifth) Issue of Simple, Unsecured Debentures, Not Convertible into Shares, in a Single Series, for Public Distribution, under the Automatic Registration Procedure, of Ser Educacional S.A.", to be entered into between the Company and Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários, enrolled with CNPJ under No. 17.343.682/0001-38, in the capacity of Trustee and representative of the community of Debentures holders ("Indenture", "Trustee" and "Debenture Holders", respectively); (ii) the authorization for the Company's Executive Board and/or its attorneys- in-fact to perform any and all acts necessary to formalize the above resolutions, as well as to enter into any and all documents necessary for the implementation and formalization of the

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Issue, including, but not limited to, the Indenture, the Distribution Agreement (as defined below) and any amendments thereto; (iii) hiring of a financial institution to intermediate and coordinate the Offering, as well as other service providers related to the execution of the Issue and the Offer; and (iv) ratification of all acts already performed by the Company's executive board and/or its attorneys-in-fact in relation to the above resolutions.

5.RESOLUTIONS: The members of the Board of Directors, after analyzing and discussing the matters on the agenda, resolved, by unanimous vote and without any restrictions:

(i)	approve the Issue, which shall have the following characteristics and
conditions:

1. Debenture Issue Number: the Debentures represent the 5th (fifth) issue of debentures by the Company;
2. Total Issue Value: the total value of the Issue shall be one hundred and fifty million Brazilian reais (R$ 150,000,000.00) on the Issue Date (as defined below) ("Total Issue Value");
3. Number of Series: the Issue shall be made in a single series;
4. Number of Debentures: one hundred and fifty thousand (150,000) Debentures shall be issued ("Number of Debentures");
5. Unit Par Value: one thousand Brazilian reais (R$ 1,000.00), on the Issue Date ("Unit Par Value");
6. Issue Date: For all legal purposes, the issue date of the Debentures shall be defined in the Indenture ("Issue Date");
7. Collection of Investment Intentions: in compliance with the terms of article 3 of CVM Resolution 160 and under the terms of the Distribution Agreement (as defined below), the procedure for collecting investment intentions will be adopted, organized by the Lead Coordinator (as defined below), without minimum or maximum lots, to

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define the final Remuneration rate (as defined below) ("Bookbuilding Procedure"). At the end of the Bookbuilding, the outcome shall be ratified by means of an amendment to the Indenture ("Bookbuilding Amendment"), which shall be filed with the Commercial Board of the State of Pernambuco, pursuant to the terms of the Indenture. The Bookbuilding Amendment shall be entered into with no need for any additional corporate approval from the Company and with no need for approval by the General Meeting of Debenture Holders (as defined in the Indenture);

1. Allocation of Proceeds: the proceeds raised from the Issue shall be used to refinance the Company's liabilities;
2. Terms and Maturity Dates: Subject to the provisions of the Indenture, the Debentures shall have a term of validity of five (5) years from the Issue Date, therefore, maturing on the date to be defined in the Indenture ("Maturity date"), except for the events of Early Maturity, Optional Early Redemption and redemption of all Debentures resulting from the Total Early Redemption Offer;
3. Form, Type and Proof of Ownership of Debentures: the Debentures shall be issued in registered and book-entryform, with no warrants or certificates issued, and, for all legal purposes, ownership of the Debentures shall be evidenced by the statement issued by the bookkeeper and, additionally, for Debentures electronically held at B3 S.A. - Brasil, Bolsa, Balcão - Balcão B3 ("B3"), as the case may be, this statement shall be issued in the name of the Debenture Holder, which will serve as proof of ownership of such Debentures;
4. Subscription and Payment Term and Method: the Debentures shall be subscribed and paid in cash, in local currency, at the Unit Par Value, on the first date of subscription and payment ("First Payment Date"), in accordance with the settlement rules applicable to B3. If any Debenture is to be paid in on a different date and subsequent to the First Payment Date, the payment shall consider its Unit Par Value, plus the Remuneration (as defined below), calculated on a pro-ratatemporis basis from the First Payment Date until the date of effective payment. The Debentures may be subscribed at a premium or discount, to be defined, at the discretion of the Lead Coordinator, if applicable at the time of subscription of the Debentures, as long as it is applied equally to all Debentures paid in on the same date;

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1. Type: the Debentures will be unsecured, pursuant to article 58, head, of Brazilian Corporate Law. Thus, none of the Company's assets shall be segregated in particular to guarantee the Debenture Holders in case of need for judicial or extrajudicial foreclosure of the Company's obligations arising from the Debentures and the Indenture;
2. Convertibility: the Debentures shall be simple, i.e., not convertible into shares issued by the Company and not exchangeable into shares of another company;
3. Renegotiation: the Debentures shall not be subject to scheduled renegotiation;
4. Amortization of the balance of the Unit Par Value: the balance of the Unit Par Value of the Debentures shall be amortized annually from the thirty-sixth(36th) month (inclusive) counted from the Issue Date, in three (3) installments, with the first installment paid on the date set in the Indenture and the last on the Maturity Date, except for the events of Early Maturity, Extraordinary Amortization, Optional Early Redemption and total early redemption resulting from the Total Early Redemption Offer (as defined below);
5. Inflation Adjustment: the Unit Par Value or balance of the Unit Par Value of the Debentures shall not be subject to inflation adjustment;
6. Remuneration: from the First Payment Date of the Debentures, on the Unit Par Value of the Debentures, or balance of the Unit Par Value of the Debentures, as applicable, conventional interest shall be accrued, corresponding to the accumulated variation of one hundred percent (100%) of the average daily interest rate of one-day
   Interbank Deposits (DI), "over extra group", expressed as a percentage per annum, based on two hundred and fifty-two (252) Business Days, calculated and disclosed by B3 in the daily newsletter available on its website (DI Rate), exponentially increased by a spread to be defined in accordance with the Bookbuilding Procedure, to be carried out by the Lead Coordinator and, in any case, limited to one whole eighty hundredths of a percent (1.80%) per annum, based on two hundred and fifty-two (252) Business Days ("Remuneration"). The Remuneration of Debentures shall be levied on their Unit Par Value or balance of the Unit Par Value, as the case may be, and is calculated exponentially and cumulatively on a pro-ratatemporis basis for Business

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Days elapsed from the First Payment Date of the Debentures, or from the Remuneration Payment Date (as defined below) immediately preceding, as the case may be, until the subsequent Remuneration Payment Date, except in cases of payment arising from events of Early Maturity, Optional Early Redemption or Total Early Redemption Offer (as defined below), in accordance with the formula set out in the Indenture;

1. Payment of Remuneration: the Remuneration of the Debentures shall be paid semiannually, from the Issue Date, with the last installment due on the Maturity Date, except for the cases of payment arising from the events of Early Maturity, Optional Early Redemption and total early redemption arising from the Total Early Redemption Offer, in the form to be provided for in the Indenture (each remuneration payment date referred to as "Remuneration Payment Date");
2. Optional Acquisition: the Company may, at any time, acquire Debentures on the market, in accordance with the procedures established by the CVM, subject to the provisions of article 55, paragraph 3, of the Brazilian Corporate Law and CVM
   Resolution No. 77, of March 29, 2022 ("CVM Resolution 77"). Debentures subject to this procedure may (a) be cancelled; (b) be held in the Company's treasury; or (c) be placed on the market again, subject, in any case, to the provisions of the applicable regulations. Debentures acquired by the Company to be held in treasury, if and when placed back on the market, shall be entitled to the same remuneration as the other Debentures outstanding. The Company shall comply with the procedures for optional acquisition provided for in articles 14 et seq. of CVM Resolution 77;
3. Total Optional Early Redemption: the Company may, at its sole discretion, from the date indicated in the Indenture, redeem all Debentures in advance ("Total Optional Early Redemption"). Upon total optional early redemption, the amount due by the Company shall be equivalent to the Unit Par Value or balance of the Unit Par Value of the Debentures to be redeemed, plus the Remuneration, calculated on a pro-ratatemporis basis as from the First Payment Date or the previous Remuneration Payment Date, as applicable, until the date of the effective Total Optional Early Redemption, levied on the Unit Par Value or balance of the Unit Par Value, as applicable, plus charges due and unpaid until the date of Total Optional Early Redemption ("Optional Early Redemption Amount"), with a premium equivalent to thirty-five hundredths of a percent (0.35%) per year, on a pro-ratatemporis basis, based on two hundred and

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fifty-two (252) Business Days, considering the number of Business Days to elapse between the date of the effective Total Optional Early Redemption and the Maturity Date of the Debentures, to be calculated as indicated in the Indenture. Total Optional Early Redemption shall comply with the procedures described in the Indenture;

1. Extraordinary Amortization: The Company may, at its sole discretion, as from the date indicated in the Indenture, promote optional extraordinary amortization up to the limit of ninety-eight percent (98%) of the balance of the Unit Par Value
   ("Extraordinary Amortization"). Upon Extraordinary Amortization, the amount due by the Company shall be equivalent to the Unit Par Value or balance of the Unit Par Value of the Debentures to be extraordinarily amortized, plus the Remuneration, calculated on a pro-ratatemporis basis as from the First Payment Date or the previous Remuneration Payment Date, as applicable, until the date of the effective Extraordinary Amortization, levied on the Unit Par Value or balance of the Unit Par Value, as applicable, plus charges due and unpaid until the date of Extraordinary
   Amortization ("Extraordinary Amortization Amount"), with a premium equivalent to thirty-five hundredths of a percent (0.35%) per year, on a pro-ratatemporis basis, based on two hundred and fifty-two (252) Business Days, considering the number of Business Days to elapse between the date of the effective Extraordinary Amortization and the Maturity Date of the Debentures, to be calculated as indicated in the Indenture. The Extraordinary Amortization shall comply with the procedures described in the Indenture;
2. Total Early Redemption Offer: the Company may, at its sole discretion, at any time, make an offer for total early redemption of the Debentures, targeted to all Debenture Holders, without distinction, with all Debenture Holders being guaranteed equal conditions to accept the redemption of the Debentures held by them, in accordance with the terms, conditions and procedures set out in the Indenture ("Early Redemption Offer"). The amount of the Total Early Redemption Offer due by the Company shall be equivalent to the Unit Par Value or balance of the Unit Par Value of the Debentures, plus the calculated Remuneration on a pro-ratatemporis basis as from the First Payment Date or the immediately preceding Remuneration Payment Date, as the case may be, until the date of effective redemption, plus early redemption premium, if any, and other charges due and unpaid up to the date of Total Early Redemption Offer. Partial early redemption offers shall not be permitted. The Early Redemption Offer shall comply with the procedures described in the Indenture;

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1. Payment Location: the payments to which the Debentures are entitled shall be made by the Company (a) using the procedures adopted by B3; or (b) in the event that the Debentures are not electronically held at B3, (1) at the Company's headquarters or (2) as the case may be, by the settlement bank;
2. Extension of Terms: the payment dates of any obligation shall be automatically considered extended, until the first subsequent Business Day, if the maturity date of the respective obligation coincides with a day on which the business or banking hours are not open in the city of São Paulo, State of São Paulo and/or in the city of Recife, State of Pernambuco, without any increase to the amounts to be paid, except in cases where payments shall be made through B3, in which case there will only be an extension when the payment date of the respective obligation coincides with Saturday, Sunday or a national holiday;
3. Late Payment Charges: without prejudice to the Remuneration of Debentures, in the event of untimely payment by the Company of any pecuniary obligations relating to the Debentures, overdue and unpaid debts shall be subject to late payment interest of one percent (1%) per month, calculated on a pro-ratatemporis basis, as from the date of default until the date of actual payment, as well as a non-compensatory fine of two percent (2%) on the amount due, irrespective of notice, notification or judicial or extrajudicial order, in addition to collection expenses ("Late Payment Charges");
4. Early Maturity: the Debentures shall be subject to the events of automatic and non- automatic early maturity to be defined in the Indenture ("Early Maturity").

1. Deposit for Distribution, Trading and Electronic Custody: the Debentures shall be deposited for (a) distribution on the primary market through the MDA - Módulo de Distribuição de Ativos (Asset Distribution Module), managed and operated by B3, whereby the distribution of the Debentures shall be financially settled through B3; and (b) trading on the secondary market through CETIP21 - Títulos e Valores Mobiliários, managed and operated by B3, whereby Debenture trading shall be financially settled through B3 and the Debentures electronically held in custody at B3;

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1. Placement Regime and Distribution Procedure: the Debentures shall be subject to public distribution, exclusively for Professional Investors (as defined by CVM Resolution No. 30, dated May 11, 2021, as in force), to be registered under the procedure of automatic distribution registration, pursuant to Law No. 6.385, of
   December 7, 1976, as in force, and article 26, item V, paragraph "a" of CVM
   Resolution 160, under the regime of firm placement guarantee for the Total Issue Amount ("Firm Guarantee"), with the intermediation of a financial institution that is part of the securities distribution system ("Lead Coordinator"), in accordance with the terms set out in "Coordination, Placement and Public Distribution Agreement, under Automatic Registration Procedure, of the 5th (Fifth) Issue of Simple, Unsecured Debentures, Non-Convertibleinto Shares, in a Single Series, of Ser Educacional S.A.", to be executed between the Company and the Lead Coordinator ("Distribution Agreement");
2. Risk Rating: a risk rating agency shall be hired within the scope of the Offer to assign a rating to the Issue, which shall be updated every calendar year pursuant to with the terms of Indenture; and
3. Other Characteristics of the Issue and Offer: further terms and conditions of the Issue and Offer of the Debentures shall be set out in the Indenture and the Distribution Agreement.

(ii)authorize the Company's officers and/or their attorneys-in-fact to take all necessary measures to complete the Issuance, including (a) the discussion, negotiation, definition of terms and execution, by the Company, within the scope of the Issue, the Indenture, the Distribution Agreement and other documents necessary for the Issue; and (b) the hiring of the Lead Coordinator, as well as other service providers related to the execution of the Issue and the Offer; (c) the execution of all other documents and possible amendments within the scope of the Issuance, in addition to the practice of all acts necessary to carry out the Issue; and

1. ratify all acts performed by the Company's Executive Board and/or its attorneys-in- fact within the scope of the Issue.

6.CLOSING: There not being any further discussion, work was suspended to draw up these minutes. When the proceedings were resumed, these minutes were read, found

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to be compliant, approved and drawn up, in summary form, which was approved by all attending members, becoming part of the proper book. Recife, May 15, 2024. Board: Chairman: Mr. José Janguiê Bezerra Diniz; Secretary - Mrs. Nathalie Réginer Côrtes. Attending members of the Board of Directors: José Janguiê Bezerra Diniz, Herbert Steinberg, Francisco Muniz Barreto, Iara de Moraes Xavier Braga, Flávio César Maia Luz and Sidney Levy.

7.CERTIFICATE: I certify that these minutes are a faithful copy of the minutes drawn up in the Record of Minutes of Meetings of the Company's Board of Directors.

___________________________________

Nathalie Réginer Côrtes

Secretary

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