Kroton Educacional S.A. Publicly Held Company
Corporate Taxpayer ID (CNPJ/MF): 02.800.026/0001-40
Company Registry (NIRE): 31.300.025.187
Anhanguera Educacional Participações S.A.
Publicly Held Company
Corporate Taxpayer ID (CNPJ/MF): 04.310.392/0001-46
Company Registry (NIRE): 35.300.184.092
Material Fact
Kroton Educacional S.A. - BM&FBovespa: KROT3 "Kroton" and Anhanguera Educacional Participações S.A. - BM&FBovespa: AEDU3 "Anhanguera", jointly the "Companies", in light of the article published on February 27,2014 by Exame portal entitled "A Kroton quer renegociar com a Anhanguera" [Kroton wants to renegotiate with Anhanguera], announce to their shareholders and the market the following:
During the month of February, Kroton's management received from its shareholders questions regarding the exchange ratio negotiated by the Companies (and announced to the market in the Material Fact dated April 22, 2013), with said fact informed to the management of Anhanguera.
The Companies clarify, however, that all of the conditions established in the association agreement signed by the Companies on April 20, 2013 ("Agreement") have been maintained and that the Agreement does not provide for any adjustment to the exchange ratio due to variation in the prices of the stocks of the Companies quoted on the exchange after the date of the execution of the Agreement.
Accordingly, the Companies emphasize that the Agreement determines that the combination of the Companies will occur through the merger of the stock issued by Anhanguera into Kroton, in accordance with Article 252 of Brazilian Corporation Law. The exchange ratio agreed upon for the Association was based on the average price of the shares of the Companies weighted by financial trading volume in the last thirty (30) trading sessions prior to the execution of the Agreement, which results in 0.4548 common shares issued by Kroton for each common share issued by Anhanguera.
There is, therefore, no development with regard to the implementation of the association that is the subject-matter of the Agreement that has not already been communicated to the market, with the Agreement subject to approval by Brazil's antitrust agency CADE (Conselho Administrativo de Defesa Econômica) and by the respective shareholders' meetings of the Companies.
The Companies will keep their shareholders and the market in general informed of any further developments regarding said association.
February 28, 2014
Carlos Alberto Bolina Lazar Investor Relations Officer Kroton Educacional S.A.
Vítor Alaga Pini
Cogna Educacao SA, formerly Kroton Educacional SA, is a Brazil-based company active in the private education sector. The Company focuses on developing primary and secondary schools, post-secondary and undergraduate programs, as well as vocational courses. The Company's activities are divided into three business segments: In-class higher education, which offers port-secondary programs on campus; Distance learning higher education (EAD), which provides port-secondary programs via online platform, and Basic education, which includes own and managed primary schools, collection and development of teaching materials, school management advisory, as well as educational support tools, among others. The Company operates a number of brand names, such as Anhanguera, Fama, Pitagoras, Unic, Unime and Unopar. In addition, it is involved in the wholesale, retail, distribution, import and export of textbooks, course books, magazines and other publications related to education.
COGNA EDUCAÇÃO 
By 
