KROTON EDUCACIONAL S/A

Corporate Taxpayer ID (CNPJ/MF): 02.800.026/0001-40

Company Registry (NIRE): 31.300.025.187

Publicly Held Company

NOTICE TO SHAREHOLDERS

Belo Horizonte, August 18, 2014, Kroton Educacional S.A. (BM&FBovespa: KROT3; OTCQX: KROTY), announces to its shareholders, according to the Material Fact notice dated July 3, 2014, that the fractions of shares resulting from the merger of the shares in Anhanguera by Kroton, that was approved by the Extraordinary Shareholders' Meetings of Kroton and Anhanguera held on the same date, were grouped into whole numbers of shares and sold on the BM&FBovespa S.A. - Securities, Commodities and Futures Exchange in an auction held on August 15, 2014.

In the auction, 1,737 book-entry common shares without par value were sold, which generated net proceeds of R$64.891698930 per common share.
The amount will be made available on August 21, 2014 to shareholders entitled to them, as follows:

a) for shareholders registered in the books of the Company with registration information up to date, the credit will be made directly by Itaú Corretora de Valores S.A., the stock transfer agent of the Company, in the checking account of the Financial Institution indicated in the shareholder registration; shareholders without data or checking account information duly registered or up to date must go to a branch of Banco Itaú of their convenience to update their registration information bearing their taxpayer ID (CPF), identity document (RG), proof of residence and proof of bank information; and b) for all other shareholders, the payment will be made directly to BM&FBOVESPA, which will transfer the amounts to the shareholders registered in their records through the intermediation of its Custody Agents.

Belo Horizonte, August 18, 2014

CARLOS ALBERTO BOLINA LAZAR

Investor Relations Officer

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