SER EDUCACIONAL S.A.
CNPJ 04.986.320/0001-13
NIRE 26.3.0001679-6
PUBLICLY-HELD COMPANY
Minutes of the Board of Directors' Meeting
Held on March 27, 2025
Date, hour and venue: March 27, 2025, at 10:00 a.m., at the office of Ser Educacional
S.A. ("Company"), in the City of Recife, State of Pernambuco, at Avenida da Saudade, 254,
Santo Amaro, Recife/PE, CEP 50.100-200.
Chairman and Secretary: Mr. José Janguiê Bezerra Diniz - Chairman; and Ms.
Nathalie Regnier Côrtes - Secretary.
Call: the previous call was released as all the Company's Board of Directors' members attended to the meeting, under the terms of article 16, paragraph 5, of the Company's
Bylaws.
Participants: all Company's Board of Directors' members, all Company's Oversight Board's members and Representative of the Independent Auditors, PriceWaterhouseCoopers Auditores Independentes, which meeting was partially attended by these members by conference call, as set forth in article 16, paragraph 1, of the Company's Bylaws.
Summarized Minutes: the minutes was authorized and drafted as summary, as provided for in paragraphs 1 and 2, of article 130, of the Brazilian Corporate Law.
Agenda: To examine, discuss and vote, in accordance with article 16, "f", of the Company's Bylaws: (i) the directors' accounts, the Management Report and the Financial Statements for the fiscal year ended December 31, 2024, (ii) the absorption, by the profit reserve, of the loss recorded in the fiscal year ended December 31, 2024 and (iii) the distribution of the amount of retained earnings, as dividends.
Resolutions: after reading, analysis and discussion of the matters included in the Agenda, the following resolutions were undertaken, by unanimous decision, without exceptions, the board members approved the proposal to be ratified at the General Shareholders' Meeting to be held on April 28, 2025:
SER EDUCACIONAL S.A.
CNPJ 04.986.320/0001-13
NIRE 26.3.0001679-6
PUBLICLY-HELD COMPANY
Minutes of the Board of Directors' Meeting
Held on March 27, 2025
(i) approve, the accounts of the Board of Directors and Executive Board, the Management Report and the Financial Statements for the year ended December 31, 2024, accompanied by the reports issued by Non-statutory Audit Committee, by PriceWaterhouseCoopers Auditores Independentes, the Company's Independent Auditors, and by the Oversight Board;
(iii) approve, the proposal for the allocation of the result of the Company's fiscal year ended December 31, 2024, with the use of profit reserves to absorb the loss recorded of R$1,162,327.19 (one million, one hundred and sixty-two thousand, three hundred and twenty-seven reais and nineteen centavos), on this date, in accordance with the Board of Directors' Proposal which is the Annex to these minutes.
(iii) approve, the proposal for distribution of the amount of retained earnings, as dividends to be distributed, in the amount of R$19,607,000.00, that is, R$0.1541126239 per share.
Both resolutions must be submitted for approval by the Company's shareholders at the Annual General Meeting, under the terms and conditions presented to the Board of Directors on this date, in accordance with the Board of Directors' Proposal, which is the Annex to these minutes.
(iv) authorize the Company's Executive Board and/or attorneys indicated by the Company to undertake all measures and enter into all documents deemed necessary to implement the resolutions undertaken in items (i), (ii) and (iii) above.
Closing: With nothing else to address, the Chairman offered the floor to whoever wished to take it, closed the discussion and adjourned the meeting for the drafting of the minutes, which, when the meeting was resumed, was read, approved and signed by all attending members and subsequently signed by the Directors who attended to the meeting by conference call.
SER EDUCACIONAL S.A.
CNPJ 04.986.320/0001-13
NIRE 26.3.0001679-6
PUBLICLY-HELD COMPANY
Minutes of the Board of Directors' Meeting
Held on March 27, 2025
Attending Directors: Messrs. José Janguiê Bezerra Diniz, Iara de Moraes Xavier Braga, Herbert Steinberg, Flávio César Maia Luz and Francisco Muniz Barreto.
Certificate: This counterpart is a true copy of the original counterpart drafted in the Company's Book of Minutes
José Janguiê Bezerra Diniz Chairman
Recife, March 27, 2025
Signature:__________
Nathalie Regnier Côrtes Secretary
Signature:__________
SER EDUCACIONAL S.A.
CNPJ 04.986.320/0001-13
NIRE 26.3.0001679-6
PUBLICLY-HELD COMPANY
Minutes of the Board of Directors' Meeting
Held on March 27, 2025
ANNEX
SER EDUCACIONAL S.A.
CNPJ 04.986.320/0001-13
NIRE 26.3.0001679-6
Publicly-Held Company
Executive Board's Proposal
Allocation of Net Profit for the Year Ended December 31, 2024 and
2025 Capital Budget
Dear Directors,
The Executive Board of Ser Educacional S.A., for the purposes set forth in article 196, of Law 6404/76, with the wording given by Law 10303/01 (Brazilian Corporate Law), in accordance with the Company's Bylaws, submits for consideration of the Directors, at the Board of Directors' Meeting, this Proposal for Allocation of Net Profit for the year ended
December 31, 2024 and the Capital Budget for the year ended 2025.
i) The Company's loss recorded in the fiscal year ended December 31, 2024 was R$1,162,327.19 (one million, one hundred and sixty-two thousand, three hundred and twenty-seven reais and nineteen centavos).
ii) Distribution of dividends in the amount of R$19,607,000.00, that is, R$0.1541126239 per share, from the Company's profit reserve, to be paid on May 16, 2025, based on the shareholding position on April 28, 2025. Therefore, the shares will be traded "ex-dividends" as of April 29, 2025, inclusive.
iii) iii) Investment Plan and Capital Budget for the Fiscal Year 2025:
SER EDUCACIONAL S.A.
CNPJ 04.986.320/0001-13
NIRE 26.3.0001679-6
PUBLICLY-HELD COMPANY
Minutes of the Board of Directors' Meeting
Held on March 27, 2025
Page 5 of 6 | |
Use of Resources (R$) | |
Machinery, equipment, tools, laboratories and libraries | 30,308,891.12 |
IT (hardware and software) and intangible assets | 34,866,000.00 |
Buildings and facilities | 75,121,439.98 |
Working capital | 64,270,547.84 |
Dividend distribution | 19,607,000.00 |
Total investments estimated for 2025 | 224,173,878.94 |
2025 Capital Budget
Budget term: through the Shareholders' Meeting held to approve the accounts for the year ending December 31, 2025.
In addition, we inform that such proposed allocation is reflected in the Financial Statements prepared by the Company's Management, which shall be widely disclosed under the terms of applicable legislation.
In view of the abovementioned, we recommend the approval of the allocation of net profit for the year ended December 31, 2024 and the capital budget.
Recife, March 27, 2025
Jânyo Janguiê Bezerra Diniz
SER EDUCACIONAL S.A.
CNPJ 04.986.320/0001-13
NIRE 26.3.0001679-6
PUBLICLY-HELD COMPANY
Minutes of the Board of Directors' Meeting
Held on March 27, 2025
Rodrigo Macedo Alves
João Albérico Porto de Aguiar
Adriano Lisboa de Azevedo
Simone Bérgamo