Somos Educacao : Material Fact - Guidance 2019

SOMOS EDUCAÇÃO S.A.

Corporate Taxpayer ID (CNPJ/MF) 02.541.982/0001-54

Company Registry (NIRE): 35.300.175.832

Publicly Held Corporation

MATERIAL FACT

SOMOS Educação S.A. (B3: SEDU3) - "SOMOS" or "Company", in accordance with Instruction 358/02 issued by the Securities and Exchange Commission of Brazil ("CVM"), as amended ("CVM Instruction 358"), hereby announces its financial projections for 2019 ("Guidance").

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The year 2018 was marked by the transfer of control of the Company, which is now held by Kroton Educacional S.A. ("Kroton") through its wholly owned subsidiary SABER.

Since then, aiming to maximize value creation for all stakeholders, the new executive team has been making important advances in the integration process, which involves academic improvements, a new management model, robust governance structures and a highly qualified and committed team with incentives based on meritocracy.

In this scenario, the Company is announcing its new estimative for synergies, of R$375 million, to be captured within 4 years. Of this total, R$115 million are synergies to be captured by December 2019 (already considered in this guidance) and R$260 million to be captured as of 2020.

Meanwhile, given the transfer of control, Kroton carried out the due analyses of SOMOS's financial statements to align the accounting criteria and practices with those adopted by Kroton. Due to these alignments, various adjustments were made to the income statement and balance sheet for 2018, many of which are non-recurring, non- cash impacts related to previous fiscal years. To ensure comparability with the Guidance and the results to be announced during 2019, the Company prepared the recurring results for 2018. In addition, and also to ensure comparability, the hypothetical impacts of IFRS 16 on the results of 2018 were included to enable an adequate comparison with the results of 2019 (which will be impacted by IFRS 16).

Below, the Company presents its Guidance for the results for fiscal year 2019.

¹ After convergence of accounting practices

2Impact of IFRS 16 based on estimated. Audited figures will be published as of 1Q19

3EBITDA considers operating financial income (RFOP) and excludes the Impact of Surplus Value of Inventories

4Adjusted Net Income excludes goodwill amortization

The new management projects Net Revenue of R$1,933 million for 2019, an increase of only 3.5%, since it assumed the Company only in October, when virtually all the actions that influence revenue generation in the following year already had been implemented, given the characteristics of the business. Recurring EBITDA for 2019 is estimated at R$670 million, with margin of 34.7%, representing increases of 20.5% and 4.9 p.p. from the previous year, respectively, reflecting the dedicated focus on integrating SOMOS with Kroton that guaranteed the capture of synergies and efficiency gains. Accordingly, Adjusted Net Income is projected at R$100 million, with margin of 5.2%, versus the Net Loss on a comparable basis of R$258 million. Lastly, the Company announces Guidance for operating cash generation after capex (pre- expansion), which it expects to go from cash burn of R$9 million in 2018 to cash generation of R$150 million in 2019, representing an EBITDA-to-cash conversion rate of 24.2%.

Bear in mind that any Guidance on financial results is merely an estimate and should not be construed as a promise of future performance. These estimates are subject to various risks and uncertainties and are based on the information currently available. As such, they depend heavily on market conditions, the performance of the Brazilian economy, the industry in which the Company operates and international markets, and therefore are subject to change. Any change in perception or in the aforementioned factors could lead actual results to differ materially from the Guidance announced by the Company.

Any changes in the Guidance will be announced to the market through a Material Fact notice, in accordance with CVM Instruction 358. Furthermore, note that the Company will provide a comparison of the Guidance given with the actual results of the quarter in its Quarterly Financial Information (ITR) and Standardized Financial Statements (DFP).

The Guidance announced herein also will be included in section 11 of the Company's Reference Form and be made available on the websites of the CVM, www.cvm.gov.br, and of B3, www.b3.com.br, as well as on the Company's Investor Relations website at ri.somoseducacao.com.br.

Carlos Alberto Bolina Lazar

Investor Relations Officer

SOMOS Educação S.A.