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Page 1: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

Corporate

Presentation

March 2019

Page 2: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

2

The following material is a presentation of general information on Kroton Educacional S.A. ("Kroton"). The information herein

is summarized and does not purport to be complete, and should not be construed by potential investors as a recommendation.

This presentation is strictly confidential and may not be disclosed to any other persons. We make no representations or

warranties as to the accuracy, adequacy or scope of the information presented herein, which should not be used as the basis

for any investment decisions.

This presentation contains forward-looking statements and information pursuant to Clause 27A of the Securities Act of 1933

and Clause 21E of the Securities Exchange Act of 1934. Said forward-looking statements are merely forecasts and do not

represent guarantees of future performance. Investors are cautioned that said forward-looking statements and information are

and will be, as applicable, subject to risks, uncertainties and factors related to the business operations and environments of

Kroton and its subsidiaries, and the actual results of said companies may differ materially from the future results expressed or

implied by said forward-looking statements and information.

Although Kroton believes that the expectations and assumptions contained in said forward-looking statements and

information are reasonable and based on the data currently available to its management, it cannot guarantee future results or

events. Kroton does not undertake any liability for updating any forward-looking statements or information.

This presentation does not constitute any offer, invitation or request to subscribe to or purchase any securities. This

presentation and its contents do not constitute the basis of any contract or commitment.

Disclaimer

Page 3: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

WHAT HAPPENED IN

2017 AND 2018?

Page 4: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

4

2017 and 2018: Challenging Years

1 Reduction in the FIES Student Base

HEADWINDS

2 Increase in Competition in Distance Learning

3 Critical Macroeconomic Scenario

39%

25%

13%8%

Dez 17R Dez 18E Dez 19E Dez 20E

-14 p.p.

-12 p.p.

-5 p.p.

3.755

8.986

2016 Hoje

+139%

1,1% 1,3%

2017 2018E

12,7% 11,6%

2017 2018E

PIB DESEMPREGO

Page 5: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

5

2017 and 2018: Challenging Years

1 Reduction in the FIES Student Base

HEADWINDS

2 Increase in Competition in Distance Learning

3 Critical Macroeconomic Scenario

39%

25%

13%8%

Dez 17R Dez 18E Dez 19E Dez 20E

-14 p.p.

-12 p.p.

-5 p.p.

3.755

8.986

2016 Hoje

+139%

1,1% 1,3%

2017 2018E

12,7% 11,6%

2017 2018E

PIB DESEMPREGO

Page 6: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

6

Reduction in the FIES Student Base

39%

25%

14%

6%

Dec 17 Dec 18 Dec 19E Dec 20E

-14pp

-9pp

-8pp

Already happened Guidance will be delivered

Already foreseenTreated in the 2019 budget

Reduced impact

Pressure on Revenue (dropouts),

Margin (FIES PDA lower compared

to other types of students)

2018 challenges overcome and

2019 challenges addressed

Lower impact in 2020 and low

exposure as of 2021

% FIES Representativeness in the On-Campus Student Base

Page 7: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

7

2017 and 2018: Challenging Years

1 Reduction in the FIES Student Base

HEADWINDS

2 Increase in Competition in Distance Learning

3 Critical Macroeconomic Scenario

39%

25%

13%8%

Dez 17R Dez 18E Dez 19E Dez 20E

-14 p.p.

-12 p.p.

-5 p.p.

3.755

8.986

2016 Hoje

+139%

1,1% 1,3%

2017 2018E

12,7% 11,6%

2017 2018E

PIB DESEMPREGO

Page 8: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

8

Increase in Competition in Distance Learning

2,6603,125

3,7554,387

8,986

2014 2015 2016 2017 Today

+17%+20% +17%

PN 11June 2017

In the past 4 years, the number of

DL Centers more than tripled

Regulatory barrier increasingly

less relevant

Success Factors:

• Product

• Portfolio

• Technology

• Management of Partner

Network

+105%

Evolution in the Number of Centers in the Total Market

Page 9: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

9

2017 and 2018: Challenging Years

1 Reduction in the FIES Student Base

HEADWINDS

2 Increase in Competition in Distance Learning

3 Critical Macroeconomic Scenario

39%

25%

13%8%

Dez 17R Dez 18E Dez 19E Dez 20E

-14 p.p.

-12 p.p.

-5 p.p.

3.755

8.986

2016 Hoje

+139%

1,1% 1,3%

2017 2018E

12,7% 11,6%

2017 2018E

PIB DESEMPREGO

Page 10: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

10

Critical Macroeconomic Scenario

0.5%

-3.5% -3.5%

1.1% 1.1%

2014 2015 2016 2017 2018

Historical Record

Recession

Annual Evolution of Brazilian GDP

Challenging macroeconomic scenario, with the country still recovering from recession

Unemployment rate still very high, affecting 12.2 million Brazilians

Around 75% of our students work during the day and study at night

6.8%8.5%

11.5%12.7% 12.3%

2014 2015 2016 2017 2018

Unemployment Rate in Brazil

Page 11: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

HOW DID KROTON’S

RESULTS BEHAVE?

Page 12: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

12

2018(Ex-Greenfields)¹

Guidance

2018 (Ex-Greenfields)1

Change2018

(Consolidated)

Guidance

2018 (Consolidated)

Change

Net Revenue R$ 5,507 R$ 5,440 +1.2% R$ 5,550 R$ 5,480 +1.3%

Adjusted EBITDA R$ 2,367 R$ 2,350 +0.7% R$ 2,301 R$ 2,275 +1.2%

Adjusted EBITDA Margin 43.0% 43.2% -0.2 p.p. 41.5% 41.5% 0.0 p.p.

Adjusted Net Income R$ 2,017 R$ 2,030 -0.6% R$ 1,945 R$ 1,940 +0.3%

Adjusted Net Margin 36.6% 37.3% -0.7 p.p. 35.0% 35.4% -0.4 p.p.

Total CAPEX (% Net Rev.) - - - 12.7% 13.5% -0.8 p.p.

Guidance x Actual Results

R$ million and %

1 Does not consider the impacts of the new On-campus units

Consolidated Revenue, EBITDA

and Income lines above

guidance

Results of the greenfields were above the Company’s original expectations, leading us to surpass

the guidance on a consolidated analysis

Page 13: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

WHAT TO EXPECT

GOING FOWARD?

Page 14: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

14

In 2018, we matured several growth fronts

1 Accelerated Growth in Greenfields

WE ARE READY FOR GROWTH

2 Accelerated Growth in DL Centers

3 Strategic Move to K12 SOMOS Acquisition

4 Digital Transformation

Page 15: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

15

In 2018, we matured several growth fronts

1 Accelerated Growth in Greenfields

WE ARE READY FOR GROWTH

2 Accelerated Growth in DL Centers

3 Strategic Move to K12 SOMOS Acquisition

4 Digital Transformation

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16

Accelerated Growth in Greenfields

+63%

+71 new units already launched, with a high concentration

in the North and Northeast regions

In its maturity, each unit should contain ~3k students

and generate annual revenue of R$24 million, with the

same operating margin of current units

Positive cash generation as of the 4th year

77% of capex employed in the first 3 years

Accelerated Growth

112

183

6 38

27

Units 2017 2018 2019 Footprint 2019

IRR ABOVE 35% IN PERPETUITY

Page 17: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

17

In 2018, we matured several growth fronts

1 Accelerated Growth in Greenfields

WE ARE READY FOR GROWTH

2 Accelerated Growth in DL Centers

3 Strategic Move to K12 SOMOS Acquisition

4 Digital Transformation

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18

Accelerated Growth in DL Centers

910

2,260200

200

950

Centers 2017 2018 2019* Footprint 2019

Potential to launch +1,350 new centers by the end of 2019,

with a comprehensive geographic distribution

Potential for +540k students at maturity

2 New DL Institutions with grade 5, one already

accredited (UNIC Cuiabá) and another one in the final

stages of accreditation (Anhanguera Campo Grande)

Robust Training Programs, Processes and Systems

Diversified program portfolio, ranging from 100% Online

to Once a Week and Premium DL

+148%

* Potential Growth considering the current regulatory bonus (450 centers/year) plus the accreditation of another institution awaiting publication by MEC (250 centers/year)

Accelerated Growth

MAINTAINING OUR LEADERSHIP IN THIS SEGMENT

Page 19: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

19

In 2018, we matured several growth fronts

1 Accelerated Growth in Greenfields

WE ARE READY FOR GROWTH

2 Accelerated Growth in DL Centers

3 Strategic Move to K12 SOMOS Acquisition

4 Digital Transformation

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20

SOMOS: A new company, customer centric

K12 (42% NR)

Integrated solutions for

K12 schools

B2B / B2B2C

3 large businesses

serving 2 markets

Businesses

Content for Official

Programs (28% NR)

PNLD

B2Gov

MARKET Private2018 = 72% NR

Public2018 = 28% NR

Schools (30% NR)

Management of K12

Schools and Languages

B2C

Page 21: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

21

Concept of K12 Platform totally implemented

Page 22: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

22

New SOMOS Go-to-Market

Sales

Force

More consultants,

more pedagogical

advisors, more specialists per

school in the entire market

Extracurricular

Activities

Integrated offer of

extracurricular solutions (English,

socioemotional skills, etc.)

Leadership

Optimizationand focus of the

commercial leadership of

integrated solutions

Technology

Technological differentials are integrated to the

whole portfolio on offer

ONE STOP PARTNER POWERED BY TECHNOLOGY

Integrated

Platform

Portfolio of integrated and

flexible solutions to

serve any necessity of the

schools

Page 23: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

23

LTV/CAC >8.0

Cash Conversion 70%

EBITDA Margin 45%

Retention Rate 90%

# of Schools which are Top 3 in the ENEM in their Cities 505

Somos K12 Platform as a Service

Robust financial, operational and quality indicators

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24

In the private market, we offer a portfolio which integrates

services with an increasing level of penetration in schools

K-12 platform accesses other markets

other than Learning Systems

SPOT

PAR

LEARNING

SYSTEMS

% of penetration in schools

Digital and/or print textbooks with pedagogical

assistance

Solutions with integrated technology

Teacher training

Marketplace

Counter-shift solutions

• Allow us to explore market of

schools which do not consider

Learning Systems

• Entry door for Upsell in books

or conversion to Learning

Systems

Integrated K-12 Solutions

Page 25: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

25

Platform allows access to the entire market

Source: internal research

Learning Systems Market

Textbooks Market

3.8M Students

6.0M Students

Page 26: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

26

Books or Learning Systems? A choice of the school.

% of the nº of Students (‘000) Breakdown Books – Spot x PAR

Impacted Schools – Spot x PAR

30% current average SoW SPOT

50% minimum SoW PAR

66% current SoW PAR

70% target SoW PAR

# of Students (‘000)

% of Impacted Schools

PAR

SPOT

PAR SPOT

62%38%

61%

39%

8%

1,181

1,401

92%

Increase of SoW due to

PAR growth

220

5,244

Enrollments1 Base

PAR: Structured content based on

books, supported by services (e.g.

pedagogical assistance) and

integrated by technology

1- Does not consider the sales of Spot books; Date 2017

Learning Systems

Books

Page 27: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

27

228 184

399

244

308

228

428

707

16/17 17/18 18/19*

PAR Schools – Enrollments and Base

Initial Additional

PAR Journey – Growth demonstrates potential

*Information updated until 01/14/2019

98 83

205

137

158

98

220

364

16/17 17/18 18/19*

PAR Students – Enrollment and Base

Initial Additional

PAR Historical Enrollments

Page 28: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

28

Resuming historical growth in the new management

2010 2011 2012 2013 2014 2015 2016 2017

Previous management Kroton

SOMOS’ Learning Systems Net Revenue

Resuming

Historical

Growth

Mkt Share SE 21% 20% 18%

Page 29: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

29

What is being built and can potentially generate the

disruption in the K12 industry?

SPOT

PAR

LEARNING

SYSTEMS

% of penetration in schools

K-12 Integrated Solutions

One stop partner powered by technology

ALLIED

SCHOOL

Full management support

Center of shared services(accounts payable, receivable, accounting, HR, administrativeand financial processes)

Transactional academic ERP

Administrative financial ERP

Virtual Learning Environment –AVA

Digital Marketing and Enrollments

MANAGEMENT OF

OWN SCHOOLS

Asset Light ROIC

K12

Own School

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30

Opportunities in Current and New Markets

Source: surveys, historical data for the Company and DD carried out in M&As

Business R$Bn PNLD K12 Content Counter-ShiftCounter-Shift

MaterialsSchool Mgmt. Allied School TOTAL

Total Market 1,5 5,0 36,0 4,0 60,0 21,0

Revenue Share 33% 28% 0% 0% 1% 0%

Fair Share 40% 40% 6% 20% 4% 20%

Potential Revenue 0,6 2,0 2,2 0,8 2,4 4,2 12,2

2.0

12.2

2017 Actual Potential

RevenueR$ billion

Potential Market Share gain in existing markets and mapping of new markets

SchoolsPublic

Market

0.6 6.8

K12 Platform of Services

5.0

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31

In 2018, we matured several growth fronts

1 Accelerated Growth in Greenfields

WE ARE READY FOR GROWTH

2 Accelerated Growth in DL Centers

3 Strategic Move to K12 SOMOS Acquisition

4 Digital Transformation

Page 32: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

32

“Platform as a Service” combining Physical & Digital

Platform capable of serving the entire education chain, with direct and indirect business models

B2Gov B2B B2B2C B2C

Digital

Scalable Agility (SAFe) Open Innovation

Customer

Experience

Data &

Analytics

Digital

Platform

Architecture

Physical

Distribution and capilarity Expertise in expansion

Efficient

Management

Model

Scalable

Academic

SolutionsBE & GO

Digital

Operational and Financial Efficiency

Enablers: People | Technology | Processes | Partnerships | Regulatory

SUSTAINABLE VALUE GENERATION

Growth(Organic and Inorganic)

Student Success(Experience, Academic Quality and Employability)

EI EF1 EF2 EM ETEC ES LLL

Page 33: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

WHAT’S NEW?

Page 34: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

34

Key:

+/- 1% chg. 1-5% chg. 5-10% chg. >10% chg.

Positive Trend for 2019 (Ex-SOMOS)

Net Revenue

Accounting EBITDA

Accounting Net Profit

Operating Cash Generation Post Recurring Capex

Cash Conversion

2019Vs. 2018

Considering Kroton standalone and excluding impacts of PN23 in 2018 and of IFRS16 (which goes into effect as of 2019) from the analysis

In comparable bases

Positive Trend:

1. All indicators even better when we

include SOMOS

2. For 2020, positive trend in all

indicators

3. Cash generation and conversion of

EBITDA to cash with high growth

potential in 2020 and 2021

Page 35: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

35

R$ million and % 20181 2018

With IFRS162

Guidance

2019 Change Comments

Net Revenue 1,867 1,867 1,933 3.5%Review of the Commercial Strategy and Go-to-

Market still do not impact 2019

Recurring EBITDA 473 556 670 20.5%

Recurring EBITDA Margin 25.3% 29.8% 34.7% 4.9 p.p.

EBITDA3 85 168 621 269.6%

EBITDA Margin 4.5% 9.0% 32.1% 23.1 p.p.

Adjusted Net Income4 -310 -326 100 n.a.

Adjusted Net Margin n.a. n.a. 5.2% n.a.

Net Income -399 -416 63 n.a.

Net Margin n.a. n.a. 3.3% n.a.

OCG after Capex (Before Expansion) -9 -9 150 n.a.

Conversion (with IFRS 16) n.a. n.a. 24.2% n.a.

Conversion (without IFRS 16) n.a. n.a. 28.7% n.a.

Cash Generation After Capex (Before Expansion)

Reversal of cash consumption in 2018 to cash

generation in 2019

Results

2019 results already demonstrate the start of

the results of the efficiency gains initiatives,

with the capture of part of the synergies,

mainly in costs and expenses.

SOMOS Guidance

1 After convergence of accounting practices2 Impact of IFRS 16 based on estimated. Audited figures will be published as of 1Q193 EBITDA considers interest and penalties on tuition and does not consider impact of inventory surplus4 Adjusted Net Income does not consider goodwill amortization

Page 36: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

36

R$ 115 million in Synergies until Dec/19

536556

670

20 19

95

2018 RecurringEBITDA Ex-Synergies

2018 Synergies 2018 RecurringEBITDA

2019 Guidance

Organic Evolution of

the Operation

Synergies / Efficiency

of the Transaction

1

1 Recurring EBITDA adjusted by non-recurring items and expenses with share-based remuneration plan, and considering the impacts of IFRS 16

1

+20.5%

Page 37: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

37

Increase of total synergies to R$ 375 million

115

375245

15

Synergies captured untilDec/19

Synergies to be captured as of2020

Additional synergies identifiedas of 2020

Updated total synergies

360

+25%

3001st Estimate

2nd Estimate

Page 38: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

INVESTOR RELATIONS

Carlos Lazar

[email protected]

Pedro Gomes

[email protected]

Ana Troster

[email protected]

Page 39: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic
Page 40: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

4Q18 RESULTS

(KROTON EX-SOMOS)

Page 41: Apresentação do PowerPoint€¦ · 4 2017 and 2018: Challenging Years 1 Reduction in the FIES Student Base HEADWINDS 2 Increase in Competition in Distance Learning 3 Critical Macroeconomic

41

Consolidated Results

Net Revenue

Quarterly – R$ million

Adjusted EBITDA

Quarterly – R$ million

Adjusted Net Income

Quarterly – R$ million

All numbers are ex-FAIR, FAC/FAMAT and NOVATEC1 Performance does not consider new units

CONSO

LIDATED

EX-GREENFIELDS1

1,349.7 1,410.7

4Q17 4Q18

+4.5%

534.6 509.6

39.6% 36.1%

4Q17 4Q18Adjusted EBITDA Margin

-4.7%

489.0 403.4

36.2%28.6%

4Q17 4Q18Adjusted Net Margin

-17.5%

1,349.7 1,396.1

4Q17 4Q18

+3.4%

534.6 538.9

39.6% 38.6%

4Q17 4Q18Adjusted EBITDA Margin

+0.8%

489.0 435.5

36.2%31.2%

4Q17 4Q18Adjusted Net Margin

-10.9%

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42

Operating Cash Generation (OCG)

Amounts in R$ thousands

Consolidado 4Q18 4Q17 Change 2018 2017 Change

OCG before Capex 372,928 567,262 -34.3% 1,434,130 1,755,051 -18.3%

OCG / EBITDA 88.2% 119.9% -31.7 p.p. 70.7% 78.7% -8.0 p.p.

OCG after Capex 263,363 392,208 -32.9% 994,407 1,319,658 -24.6%

OCG / EBITDA 62.3% 82.9% -20.6 p.p. 49.0% 59.2% -10.2 p.p.

OCG afte Capex and Special Projects 137,919 376,073 -63.3% 728,469 1,245,279 -41.5%

OCG / EBITDA 32.6% 79.5% -46.9 p.p. 35.9% 55.8% -19.9 p.p.

Free Cash Flow 1,397 87,970 -98.4% -427,128 382,305 n.a.

Operating Cash Generation After Capex of R$263.4 million, with an EBITDA-to-Cash of 62.3%, reductions of 32.9% and 20.6 p.p.

year-over-year, with the impacts of working capital consumption due to the change in the profile of the student base, with a higher

representativeness of Out-of-Pocket and PEP students, in addition to the deterioration in On-Campus Out-of-Pocket receivables

term.

In this way, annual OCG After Capex totaled R$994.4 million, with a conversion of 49.0%, decreases of 24.6% and 10.2 p.p. in

relation to 2017, with the same impacts described above.

Free cash flow was impacted by the acquisition of controlled companies and the payment of dividends, and benefitted from the

receipt of the 1st installment for the Uniasselvi sale in the amount of R$130 million, ending the quarter in positive R$1.4 million,

and 2018 in negative R$427.1 million.

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43

994.4

(427.1)

(206.0)

(60.0) (76.5)

(193.7)

(638.9)

(12.3) (234.2)

GCOapós Capex

Expansão Orgânica Transf or mação Digit al Aquisiçõesde Contr ol adas

Recompr a de Ações/Stock Opti ons

Distr bui çãode Dividendos

Outr os Captação/Amor ti zação Fluxo deCaixa Livre

Evolution of Free Cash Flow in 2018

Amounts in

R$ MM

OCG

after

Capex

Acquisition of

Controlled

CompaniesShare

Buybacks /

Stock

Options

Payment of

Dividends

Debt Issue /

Amortization

Free

Cash

Flow

Organic

Expansion

Others

Digital

Trans.

Expansion and Special ProjectsValue Generation to

Shareholders

R$342.5 MM R$832.6MM

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STATUS - ACQUISITION

OF SOMOS EDUCAÇÃO

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45

Acquisition of 73.35% of Somos for R$ 23.71/share

Structure of the Transaction

Acquisition of Somos Educação by Saber

Morgan Stanley

14.53%

Scope of the Transaction

Perimeter of the Tender Offer

FIP

Tarpon

1

Free Float

2

1

2

● Acquisition of the control of Somos Educação with the purchase of 192.3 million shares (73.35%)

● Acquisition price of R$ 23.71 per share, totalingR$ 4,567 million (does not consider the tender offer)

● 100% cash payment on the closing date, being financed by debt emission

● On March 22nd, 2018, CVM deferred the registration of

the mandatory public tender offer to purchase all

outstanding shares issued by SOMOS, along with a

public tender offer for the cancellation of its registry as

a publicly-held company and its de-listing of the Novo

Mercado segment of B3

Summary of the Transaction

Farallon

10.20%

Others

1.92%

Local funds managed

by Tarpon

2.32%

Thunnus S.A.

71.03%

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46

K-12 is 1.8x bigger than Postsecondary Education

A huge avenue of opportunities

Saber will have a unique positioning to act in an addressable market of

R$ 101 billion per year

Schools

Tuition and Counter-shift

R$ 56 billion

Tuition

R$ 96Billion

R$ 40 billion

Counter-shift

Educational Solutions

Textbooks and Learning Systems

R$ 5Billion

R$ 101 billion

Total annual K-12 Market

Revenues for the K-12 and Postsecondary Education Markets

● 83% bigger than the Postsecondary Education market

● Reputation, result and location are the main differentials when choosing schools

● Quality and innovation are the main differentials when choosing didactic content Postsecondary Education K-12

1.8x

R$ 55 billion

R$ 101 billion

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47

Operational highlights of the combined company

Private

Network

Public

Network

#Teachers served

15 k -

70 k 1.7 MM

85 k 1.7 MM

Own

Schools

7 6 -

39 -

OwnMgmt. of

Contracts

#Schools

46 6

- 687

134 3,253

Language Partners

134 3,940

Schools

with

Contracts

Language

Schools

#Students B-2-C

5 k 4 k -

27 k - 28 k

32 k 4 k 28 k

Learning

Systems in

Partner

Schools

National Book

and Textbook

Program

220 k -

1.2 MM 33 MM

1.4 MM 33 MM

#Students B-2-B

Source: information of the companies as published in the 4Q18 results

Total of 4,126 Schools Total of 64K studentsTotal of 34.4 MM

students

Total of 1.8 MM

teachers

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48

Financial highlights of the combined company

2018 Net Revenue (R$ MM) 2018 EBITDA(1,2) (R$ MM) 2018 EBITDA Margin

5,318 233 -

- - 1,206

Postsec.

Ed.

Primary &

Secondary

Ed.K-12

- -

559 112

Schools &

LanguagesSETS(3)

5,550

1,867(4)

TOTAL

2,217 84 -

- - 409

Postsec.

Ed.

Primary &

Secondary

Ed.K-12

- -

67 40

Schools &

LanguagesSETS

2,301

468(5)

TOTAL

42% 36% -

- - 34%

Postsec.

Ed.

Primary &

Secondary

Ed.K-12

- -

12% 35%

Schools &

LanguagesSETS

41%

25%

TOTAL

7,417 2,769 37%

Source: information of the companies for 2018

Notes:

1. Somos’ Adjusted EBITDA does not consider the adjustment relating to stock option plan based remuneration

2. Kroton’s Corporate and Selling and Marketing Expenses distributed by segment

3. Technical and Higher Education System

4. Net of Intercompany exclusion – R$ 10 MM

5. EBITDA after deducting Corporate Expenses – R$ 48 MM

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49

Diversification of markets and revenue sources for Kroton

After the acquisition, K-12 will represent 28% of Kroton’s revenue and 20% of Kroton’s EBITDA

2018 Net

Revenue

(R$ MM)

2018

EBITDA

(R$ MM)

Kroton Today Kroton after the Acquisition

On-Campus Postsecondary DL Postsecondary K-12

4,261

77%

1,057

19%

233

4%

1,562

68%

656

28%

84

4%

4,261

58%

1,057

14%2,100

28%

1,562

56%

656

24% 551

20%

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50

Preliminary Schedule for the Unified Tender Offer

Call for ESM

to choose

Appraiser

22/10/18

Holding of the

ESM to choose

the Appraiser,

with Bank of

America Merrill

Lynch Banco

Múltiplo S.A.

being selected

Delisting06/10

Cancellation

of CVM

Registration

09/11/18

Tender Offer

registration

submitted to

CVM and B3

Tender Offer

Notice

Released

Auction at B3

Tender Offer11/10/18

Closing

30 daysWith at

least 2/3

adhesion

in the

auction, it

is

possible

to delist

SOMOS

Deferment by

CVM of

Tender Offer

22/03/19 03/04/19

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ACCELERATED

GROWTH

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52

Economics of Each Own Unit

11,350

48%

23,732

2,935

2018 2019 2020 2021 2022 2023 2024 2025 2026 2027

Net Revenue of R$24 MM and ~3k students at maturity

Net Revenue (R$ ‘000)

Students

FCFF year

Operating Result (R$ ‘000)

Operating Margin (%)

Op. Margin same level of current units at maturity

Positive cash generation as of the 4th year

77% of CAPEX employed in the first 3 years

2018 2019 2020 2021 2022 2023 2024 2025 2026 2027

76.9%

2018 2019 2020 2021 2022 2023 2024 2025 2026 2027

2018 2019 2020 2021 2022 2023 2024 2025 2026 2027

CAPEX year (R$ ‘000)

% Accumulated CAPEX

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53

97%94% 91%

3%

6% 9%

2016.2 2017.2 2018.2

% of New Enrollments under Premium DL

Premium DL Others

103,121

115,091 113,875

247

522

Traditional DL Premium DL

Impact on Average Ticket

111%

Premium Distance Learning

502 Centers offering Premium DL, with an average of 6 programs per center, totaling 3,012 offers,

an increase of 402% compared to 2017.2

16 programs launched since 2016, including Nursing, Engineering, Architecture,

Nutrition, Agronomy and Physiotherapy

+6 p.p.

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DIGITAL

TRANSFORMATION

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55

To win the digital journey, we must change our culture

DIGITALIZATIONImproving the

current business

Understanding the customer

Topline growth

Customer contact points

DIGITALIZE THE COMPANYIncrease flexibility of internal operations

BE DIGITAL

People

Processes

Ecosystem

ST

UD

EN

T

BUSINESS

AS USUAL

GO DIGITAL

DIGITALIZE THE

CUSTOMER

EXPERIENCEEnchant the

customer

Source: Accenture Analysis

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56

We are evolving in our Digital Transformation Journey

Source: Accenture Analysis

We defined processes based on SAFe (Scaled Agile Framework), and over 520 people from the

IT and Business teams are already trained to operate in the new model as of August/2018

People from IT and Business teams

~520

Value Streams

~15Agile teams

~50

Agile delivery trains

~8Hours of development for Value Streams

~770k

Hours of development every 10 weeks

~155k

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57

SAFe Ecosystem

Features already delivering direct value for the business

RECRUITMENT

features

Admissions

Journey

8

+24.7%Conversion of

enrolled

students

features

Service Journey

SATISFACTION

16

+13.5%

Service NPS

features

Service Journey

REVENUE

2

+70 MMRevenue upside

from adjusting

classroom hours

features

Financial Journey

FUNDS

8

+100MMAdditional

cash

generated

features

Academic Journey

ACADEMIC

QUALITY

~301

+19 p.p.Students

completing all

online activities2

features

Academic Journey

EMPLOYABILITY

2

70%Increase in

matching of

students and

job openings

higher

recruitmenthigher retention higher results

(1) A new platform for continuous evaluation was developed, which has the capacity to bring important strategic advantages for our academic model; (2) only freshmen

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58

Partnership with Cubo Itaú

Partnership with Cubo Itaú, with Kroton as a sponsor of “Cubo Education”, creating the greatest EdTechs hub in Latin America

Cubo Education - fostering edtechs with a focus on adding technological value and knowledge to the development of education in Brazil

Combination of Kroton’s experience in education and Cubo Itaú’s capacity to create

structured startups centers

Partnership fosters educational technology market and supports transformation of the future of Kroton students, allowing them to experience innovation and entrepreneurship

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STUDENT SUCCESS

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60

Hiring process for

all new stores

carried out

exclusively through

Conecta

Opportunities for

students to work as

digital consultants

for Natura

Complementary

training for students

to work with Huawei

technology

PARTNERSHIPS

Employability Channel

For every 3 interviews, 1 student is hired

GROWTH

+550,000

active students(+67% in 12 months)

+270,000

job openings(+114% in 12 months)

+23,000

companies(+92% in 12 months)

Most users are re(introduced) into the job market

Profile of New Hires

89%

7%4%

Were unemployed or got their

first job

Changed jobs and increased their

income

Changed jobs with lower

salaries to work in their field

of study

LARGE COMPANIES ADVERTISE OPENINGS ON CONECTA

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61

Strong Income Growth

As a result of Kroton's Postsecondary Education

INCOME INCREASE BY AREA OF KNOWLEDGE1

KROTON Civil

Engineering

Technical

Courses

Social &

Applied

Sciences

Human

Sciences

Extra

Sciences

Agrarian

Sciences

Biological

Sciences

Health

95%80%

198%

162%

133%

111%102%98%

82%

1 Secondary survey with a sample of ~30,000 students carried out by Neoway

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EFFICIENCY LEVERS

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63

Margin Stability in Same Stores

All teams involved in matters

related to retention

Customer Experience (CX)/User

Experience (UX) implemented

Continued evaluation

New systems / new Virtual

Learning Environment

6 exclusive teams for the

students’ entry processes

New PUC (Unified Enrollment

Portal) delivered

Optimized model for offering

disciplines

Operational Research per

student (4th phase)

Strategic Sourcing (Wave 5)

New wave of centralization and

automation of activities in the

units and corporate

How is Digital

Transformation impacting

this challenge?

1st phase:

Cost

Efficiency

2nd phase:

Commercial

Efficiency

3rd phase:

Retention

Efficiency

We still have some opportunities regarding cost efficiency, many in commercial efficiency and

practically an open field in opportunities to capture efficiency in retention

2010 2018

Today

2016

Potential efficiency

gains to be captured

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64

Student Retention: Embracing Project

50% of dropouts occur throughout the 1st semester, and the onboarding of

students is essential to improve this indicator

EnrollmentWelcoming

CallWelcoming Week

Login to AVA and guided

access, demonstrating

functionalities/navigation

Academic Model and Continued

Evaluation (focus on Pre and Post

class, digital content and

scores)

Conecta Employability Channel

Start of classes and invitation to

the welcoming week

Main themes covered:

CONSISTENT VISUAL

COMMUNICATION

RECEPTION AND GUIDANCE

INAUGURAL CLASS

TOUR IN THE UNIT

Freshmen reception in the units:

Students who go through embracing process

have a better Reenrollment % for the 2nd semester

compared to other students

Result:

Grupo Controle Remat 18.2 X

18.1

+7PP

In

reenrollments

for 18.2

Control

Group

Reenrollments

2018.2 x

2018.1

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65

Student Retention: Specialized Consultants in Units

For reactive action, we have a dedicated team in the units, acting with tools

and processes which seek to avoid dropouts.

On-Campus Channel with

Consultants in the Units:

DROPOUTS WITHOUT RETENTION ACTIONS

DROPOUTS WITH RETENTION ACTIONS

30%dropouts avoided

We measured the % of students retained after approached

after they declare they are thinking of dropping out

18.1 18.2

+8PPStudents

Retained

Evolution of retention indicator

in 2018Retention

Gain

22%30%

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REGULATORY

INDICATORS

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67

Regulatory Indicators

IGC has also sustained satisfactory levels above ~95%

2010 2011 2012 2013 2014 2015 2017

61%

82%

97% 97%98% 95% 96%

Public Institutions: 92%

Private Institutions: 86%

2016

96%

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FOOTPRINT

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69

Brazil’s largest education company

¹ Base date: 4Q18

2.4 million students¹

Undergraduate 358k On-Campus 457k DL815k

Unregulated and Language Courses (short-duration open enrollment programs)77k

Students in K12 Schools, Associated Schools and Language Schools1.5m

Graduate41k 7k On-Campus 34k DL

LFG Preparatory Courses (for Brazilian Bar association and civil servant entry exams)27k

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70

1,310 CENTERS ACCREDITED BY MEC

Present in 967 municipalities

143 CAMPUSES

101 municipalities 967 municipalities9.4%Market Share1

32.6%Market Share1

1 Source: INEP/MEC Education Census 2016

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71

Our Students

Source: AVALIAR 2018 Survey

61% are women 56% over 24 years old 35% are married

43%57%

32%

68%

On-campus Distance Learning

Men Women

53%47%

≤ 24 years old >24 years old

27%

73%

Married Single

14%

86%

8%

92%

Private Institutions Public Institutions

77%

23%

82%

18%

≤ 4 minimum salaries> 4 minimum salaries

32%

68%

21%

79%

Unemployed Employed

29%

71%

49%51%

88% come from public schools79% have a family monthly

income of <=R$3,99272% are employed

On-campus Distance Learning On-campus Distance Learning

On-campus Distance Learning On-campus Distance Learning On-campus Distance Learning

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CORPORATE

GOVERNANCE

& MANAGEMENT

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73

Culture of meritocracy

Base Date: Dec 20181 Monthly 2 Hourly

24,128EMPLOYEES

10,555Professors

1,642DL Tutors (m1)

1,129Program Coordinators

155Unit Directors

7,890Administrative Employees - Units

2,636Administrative Employees - Corporate

121DL Tutors (h2)

ST IncentiveBonus

LT IncentiveStock Options

3,717 Participants

All corporate managers in N1,

N2 and N3 levels

All unit directors

All program coordinators

Aligned with the

company’s performance

125 Participants

All corporate managers in N1

level and part of N2

Standard vesting:

4 years (25% p.a.)

Aligned with

stock performance