SER EDUCACIONAL S.A

CNPJ 04.986.320/0001-13

NIRE 26.3.0001679-6

Publicly-held Company

Minutes of the Board of Directors Meeting

held on June 6, 2024

Date, Time and Place:On June 6, 2024 at 9:00 a.m., by conference call, pursuant to article 16, paragraph 1, of the Bylaws of Ser Educacional S.A. ("Company" and "Bylaws", respectively).

Board:Mr. José Janguiê Bezerra Diniz - Chairman of the Board; Mrs. Nathalie Regnier Côrtes - Secretary of the Board.

Call of Meeting:The prior call notice was waived in view of the attendance of all the members of the Company's Board of Directors, pursuant to Law 6.404, of December 15, 1976, as amended ("Brazilian Corporate Law").

Attendance:All members of the Company's Board of Directors, by conference call, as provided for in article 16, paragraph 1, of the Company's Bylaws.

Minutes in Summary Form:The drawing up of these minutes in summary form was authorized, as set forth by paragraphs 1 and 2 of article 130 of Brazilian Corporate Law.

Agenda:The Members of the Company's Board of Directors met to resolve on the

following agenda: (i) the approval of the Company's new share buyback program; and

  1. authorize the Executive Board and the Company's management to adopt all measures and perform all acts necessary for the implementation of the resolutions above.

Resolutions Taken by Unanimous Vote:The Members of the Board of Directors unanimously approved, without any reservations and/or caveats:

  1. Pursuant to article 16, item "k", of the Bylaws, the allocation of retained earnings and/or available reserves, as set forth in the provisions of paragraph 1 of article 30, line "b", of Brazilian Corporate Law, and CVM Resolution 77, of March 29, 2022 ("CVM Resolution 77/22"), to the acquisition, in a single transaction or in a series of transactions, of up to four million, three hundred and sixty thousand (4,360,000) common, registered, book-entry, shares with no par value issued by

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SER EDUCACIONAL S.A

CNPJ 04.986.320/0001-13

NIRE 26.3.0001679-6

Publicly-held Company

Minutes of the Board of Directors Meeting

held on June 6, 2024

the Company ("Shares"), in compliance with the following terms and conditions ("Share Buyback Program"):

  1. Purpose:The Company's purpose in executing the Share Buyback Program is to invest available funds in the acquisition of common shares issued by the Company on the stock exchange, at market prices, with no reduction to the Company's share capital to be held in treasury, subsequent cancellation or also, possible reallocation of shares to any other plans approved by the Company's Shareholders' Meeting, including the Stock Remuneration Plan.

The Company understands that the Share Buyback Program will enable the increase of the value creation for its shareholders, through a proper management of the Company's capital structure.

  1. Outstanding and treasury shares: According to the last available share position, the Company has fifty-two million, two hundred and fifty-four thousand and nine hundred and seven (52,254,907) common, registered, book-entry, outstanding shares with no par value, issued by the Company ("Outstanding Shares"). The company has three hundred and eighty-six thousand and eight hundred (386,800) shares held in treasury on this date.
  2. Number of shares to be acquired: The Company may acquire, at its sole discretion, up to four million, three hundred and sixty thousand (4,360,000) common, registered, book-entry shares with no par value, issued by the Company, corresponding to up to 3.3872% of the total shares issued by the Company and up to 8.34% of the Outstanding Shares.
  3. Purchase Price and Method.The acquisition of shares will be carried out at B3 S.A. - Brasil, Bolsa, Balcão ("B3"), at market price, and the Company's management will be responsible for deciding the timing and number of shares to be acquired, whether in a single transaction or in a series of transactions, subject to the limits provided for in the applicable regulation.

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SER EDUCACIONAL S.A

CNPJ 04.986.320/0001-13

NIRE 26.3.0001679-6

Publicly-held Company

Minutes of the Board of Directors Meeting

held on June 6, 2024

  1. Share Buyback Plan Term: The maximum term for share buyback is twelve (12) months, starting on June 6, 2024 and ending on June 6, 2025.
  2. Financial Institutions acting as Brokers: The acquisition of the Shares will be carried out by the brokerage firm BTG PACTUAL CTVM S/A, headquartered at Av. Brigadeiro Faria Lima, 3,477 - 14th Floor - Itaim Bibi, Zip Code 04538-133,São Paulo - SP - Brazil.
  3. Available funds: The share buyback will be carried out by using funds available in profit reserve account, in compliance with art. 8th, item IV, Paragraph 1, of CVM Resolution 77/22, which, according to financial information referring to the three-month period ended March 31, 2024, totals R$207,812 thousand.
  4. Assessment of available funds: The continued existence of funds available to support transactions for the acquisition of own shares shall be assessed based on the most recent annual, interim or quarterly financial statements disclosed by the Company prior to the effective transfer, to the Company, of the ownership of the shares issued by it.
  5. Estimated results for the year: The use of amounts estimated for current year results will not be allowed to support transactions carried out under the Share Buyback Program.
  6. Assessment by the Executive Board: The Executive Board shall only be allowed to carry out the acquisitions if it has taken all necessary steps to ensure that: (a) the settlement of the transaction, or of each transaction, as the case may be, upon maturity is compatible with the Company's financial condition, and does not affect the fulfillment of the obligations with creditors or the payment of the mandatory dividend; and (b) in the event of determining the existence of available funds based on interim financial statements or included in quarterly information forms - ITR, there are no predictable facts capable of causing significant changes in the amount of such funds during the remaining of the fiscal year.

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SER EDUCACIONAL S.A

CNPJ 04.986.320/0001-13

NIRE 26.3.0001679-6

Publicly-held Company

Minutes of the Board of Directors Meeting

held on June 6, 2024

  1. Rights of shares held in treasury: Pursuant to the terms of the applicable legislation, the shares, while held in treasury, shall not have equity or political rights. Pursuant to Paragraph 2 of art. 11 of CVM Resolution 77/22, treasury shares shall not be counted when calculating the quorum to open the meeting and the quorum necessary to pass resolutions as provided for in the Brazilian Corporate Law and in the securities market regulations.
  2. Subscription bonus, reverse split and split: In the event of approval of any reverse split, split or subscription bonus on the Company's shares, the number of treasury shares shall be changed accordingly, in order to correct the numerical expression of the volume of shares issued by the Company, without this having the consequence of changing the balance of the equity account that backed the acquisition.
  3. Disposal of shares under the Company's stock option plan: The Shares acquired under the Share Buyback Program may, at the discretion of the Board of Directors, be allocated to the potential exercise of stock options under the stock option plan that may be approved by the Company.
  4. Disposal or cancellation of exceeding shares: The Company shall cancel or dispose of shares that exceed the balance of available profits and reserves, within six (6) months as from the disclosure of the annual and interim financial statements, or quarterly financial information in which the excess is determined.
  1. The authorization for the Executive Board and the Company's management to adopt all measures and perform all the acts necessary to carry out the Share Buyback Program, as well as the ratification of further acts already performed by the Executive Board or the Company's management, aiming carrying out the Share Buyback Program .

Closing and Drawing up of Minutes:There being no further matters to be discussed, the Chairman of the Board offered the floor to anyone who wished to make use of it and, as no one asked, the meeting was declared closed and the meeting

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SER EDUCACIONAL S.A

CNPJ 04.986.320/0001-13

NIRE 26.3.0001679-6

Publicly-held Company

Minutes of the Board of Directors Meeting

held on June 6, 2024

adjourned for the time necessary to draw up these minutes, which, after reopening the meeting, was read, found to be compliant, to be later signed by the Members of the Board of Directors attending through a conference call.

Attending Members of the Board of Directors:José Janguiê Bezerra Diniz, Iara de Moraes Xavier Braga, Herbert Steinberg, Flávio César Maia Luz and Francisco Muniz Barreto (present through electronic conference).

Certificate: I certify that these minutes are a true copy of the original registered in proper book.

Recife, June 6, 2024.

__________________________

__________________________

José Janguiê Bezerra Diniz

Nathalie Regnier Côrtes

Chairperson

Secretary

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SER EDUCACIONAL S.A

CNPJ 04.986.320/0001-13

NIRE 26.3.0001679-6

Publicly-held Company

Minutes of the Board of Directors Meeting

held on June 6, 2024

Notice regarding the trading of own shares, approved at the Board of

Directors' Meeting held on June 6, 2024

ANNEX G

(Notice on trading of own shares)

Ser Educacional S.A. ("Company"), in compliance with the provisions of CVM Resolution No. 80, of March 29, 2022, as amended, presents below the information provided for in Annex G referring to the trading of own shares.

I - Justify in detail the purpose and expected economic effects of the transaction:

The Company's purpose in executing the Share Buyback Program is to invest available funds in the acquisition of common shares issued by the Company on the stock exchange, at market prices, with no reduction to the Company's share capital to be held in treasury, subsequent cancellation or also, possible reallocation of shares to be assigned to any other plans approved by the Company's Shareholders' Meeting.

The Company understands that the Share Buyback Program will enable the increase of the value creation for its shareholders, through a proper management of the Company's capital structure.

  1. - Inform the number of shares (i) outstanding and (ii) already held in treasury:

On the date hereof, the Company has fifty-two million, two hundred and fifty- four thousand and nine hundred and seven (52,254,907) common, registered, book-entry, outstanding shares with no par value, issued by the Company ("Outstanding Shares"). The company has three hundred and eighty-six thousand and eight hundred (386,800) shares held in treasury on this date.

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SER EDUCACIONAL S.A

CNPJ 04.986.320/0001-13

NIRE 26.3.0001679-6

Publicly-held Company

Minutes of the Board of Directors Meeting

held on June 6, 2024

III - Inform the number of shares that may be acquired or sold:

As approved by its Board of Directors, on June 6, 2024, the Company may acquire up to four million, three hundred and sixty thousand (4,360,000) common, registered, book-entry shares with no par value, issued by the Company, corresponding to up to 3.3872% of the total shares issued by the Company and up to 8.34% of the Outstanding Shares.

IV - Describe the main characteristics of the derivative instruments that the company may use, if any:

Not applicable, as the Company will not use derivative instruments under the Share Buyback Program.

V - Describe, if any, any voting agreements or guidelines existing between the company and the counterparty of the transactions:

Not applicable, as the share buyback will be carried out at B3 S.A. - Brasil,

Bolsa, Balcão ("B3"), so that the counterparties in the transactions are

unknown.

VI - In the event of transactions carried out outside organized securities markets, inform:

a. The maximum (minimum) price for which the shares will be acquired (sold):

Not applicable, as the acquisition transactions will be carried out at B3, at market price.

b. If applicable, the reasons that justify the transaction, in the event of sale, at prices over ten percent (10%) higher than the average prices, weighted by volume, in the previous ten (10) trading sessions:

Not applicable, as the acquisition transactions will be carried out at B3, at market prices.

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SER EDUCACIONAL S.A

CNPJ 04.986.320/0001-13

NIRE 26.3.0001679-6

Publicly-held Company

Minutes of the Board of Directors Meeting

held on June 6, 2024

VII - Inform, if any, the impacts of the transaction on the composition of the controlling shareholding or the administrative structure of the company:

The Company does not estimate any major impacts of the transaction on the shareholding composition or on its administrative structure.

VIII - Identify the counterparties, if known, and, in the event of a party related to the Company, as defined by the accounting rules addressing this matter, also provide the information required by art. 9th of CVM Resolution No. 81, of March 29, 2022:

Since the share buyback will be executed through transactions carried out at B3, there is no way to identify counterparties or transactions carried out with related parties.

IX - Indicate the allocation of funds raised, if applicable:

The shares acquired within the scope of the Share Buyback Program will initially be held in treasury, and the decision to subsequently cancel, sell the shares on the market or allocation thereof to the payment of other plans approved by the Company's Shareholders' Meeting, will be taken in due course and informed to the market.

X - Indicate the maximum term for settlement of authorized transactions:

The maximum term for the settlement of authorized transactions is three hundred and sixty-five (365) days, counted from June 6, 2024, with the final term on June 6, 2025, where the Executive Board shall be responsible for defining the dates when the buyback will effectively be carried out.

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SER EDUCACIONAL S.A

CNPJ 04.986.320/0001-13

NIRE 26.3.0001679-6

Publicly-held Company

Minutes of the Board of Directors Meeting

held on June 6, 2024

XI - Identify the institutions acting as brokers, if any:

The transactions for the acquisition of the Company's shares will be carried out through the brokerage firm BTG PACTUAL CTVM S/A, headquartered at Av. Brigadeiro Faria Lima, 3,477 - 14th Floor - Itaim Bibi, Zip Code 04538-133, São Paulo - SP - Brazil.

XII - Specify the funds available to be used, pursuant to art. 8, Paragraph 1, of CVM Resolution No. 77, of March 29, 2022:

The share buyback will be carried out by using funds available in retained earnings account, in compliance with art. 8th, item IV, Paragraph 1, of CVM Resolution 77/22, which, according to financial information referring to the three-month period ended March 31, 2024, totals R$207,812 thousand.

The continued existence of funds available to support transactions for the acquisition of own shares shall be assessed based on the most recent annual, interim or quarterly financial statements disclosed by the Company prior to the effective transfer, to the Company, of the ownership of the shares issued by it.

XIII - Specify the reasons by which the members of the Board of Directors feel comfortable that the share buyback will not affect the fulfillment of obligations with creditors or the payment of mandatory, fixed or minimum dividends:

The members of the Board of Directors understand that the Company's current financial condition is compatible with the possible execution of the Share Buyback Program under the approved conditions, with no impact on the fulfillment of obligations with creditors or the payment of minimum mandatory dividends. This finding results from the assessment of the potential financial amount to be used in the Share Buyback Program when compared to (i) the level of obligations with creditors; (ii) the Company's non-restricted amount, available in cash, cash equivalents and financial investments; and (iii) the Company's expectation of cash generation throughout fiscal year 2024.

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Ser Educacional SA published this content on 06 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 June 2024 22:31:01 UTC.