KROTON EDUCACIONAL S.A.

Publicly Held Company
Corporate Taxpayer ID (CNPJ/MF): 02.800.026/0001-40
Company Registry (NIRE): 31.300.025.187

MATERIAL FACT

Kroton Educacional S.A. (BM&FBovespa: KROT3) ("Company"), in accordance with Instruction 358/02 ("CVM Instruction 358"), as amended, issued by the Brazilian Securities and Exchange Commission ("CVM") hereby informs its shareholders that it has announced to the market its financial guidance for 2015 in a notice to the market regarding its results for the first quarter of 2015, on May 12, 2015 ("Guidance"). The Guidance was based on premises established during the Company's budget management process and announced as follows:

Amounts in R$ million and %

1 EBITDA adjusted for non-recurring costs and expenses

2 Net Income adjusted for amortization of intangible assets and non-recurring costs and expenses

Note that the Company also considered the following premises while preparing its Guidance: (i) 12 months of results of assets to be disposed of under the agreement with Brazil's antitrust authority CADE (Conselho Administrativo de Defesa Econômica); (ii) no new Student Financing (FIES) agreement in the second semester of 2015; and (iii) issue of certificates and repurchase of FIES receivables in accordance with the repurchase schedule determined by Ministry of Education (MEC) Administrative Rule
23/2014.
Guidance of financial results is a mere estimate and should not be considered as a promise of performance. These estimates are subject to diverse risks and uncertainties and are based on information currently
available. As such, they depend heavily on market conditions, performance of the Brazilian economy, the industry in which the Company operates and international markets, and are therefore subject to change.
Any change in the perception or aforementioned factors may lead to actual results differing from the Guidance prepared and 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, we would like to note that the Company will compare the Guidance with actual results from the quarter in its Quarterly Financial Information (ITR) and Standardized Financial Statements (DFP).
The Guidance announced hereby can also be found in section 11 of the Company's Reference Form and on the Company's website (www.kroton.com.br/ri).

Carlos Alberto Bolina Lazar Investor Relations Officer Kroton Educacional S.A.
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