S.A. ("Company"), in the City of Recife, State of Pernambuco, at Dr. Osvaldo Lima Street,
N.o 133, Edf. Garagem S/N, Derby, Recife/PE, ZIP CODE 52010-180.
- approve, the accounts of the Board of Directors and Executive Board, the Management Report and the Financial Statements for the year ended December 31, 2025, accompanied by the reports issued by Non-statutory Audit Committee, by PriceWaterhouseCoopers Auditores Independentes, the Company's Independent Auditors, and by the Oversight Board;
- approve, (ii.a) the allocation of the net income for the fiscal year ended December 31, 2025, in the amount of two hundred and fourteen million, four hundred and thirty-six thousand, fifty-five reais and twenty-three cents (R$ 214,436,055.23); (ii.b) the allocation of 5% of the net income to the legal reserve, in the amount of ten million, seven hundred and twenty-one thousand, eight hundred and two reais and seventy-six cents (R$ 10,721,802.76); and, (ii.c) the retained earnings reserve, in the amount of one hundred and forty-two million, five hundred and ninety-nine thousand, nine hundred and seventy-six reais and forty-seven cents (R$ 142,599,976.47), according to the Executive Board's Proposal which is the Annex to these minutes, validated by the Presiding Board, to be filed at the Company's headquarters;
approve, the distribution of dividends in the amount of sixty-one million, one hundred and fourteen thousand, two hundred and seventy-six reais (R$ 61,114,276.00), corresponding to R$ 0.478897072 per share of the Company, ad referendum of the Annual General Meeting that will deliberate on the approval of the accounts of the fiscal year to end on December 31, 2025, 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, to be paid in two installments, based on the shareholding position as of April 6, 2026, on April 30, 2026 and May 29, 2026;
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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.
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
Recife, March 25, 2026.
José Janguiê Bezerra Diniz Signature: Chairman
Nathalie Regnier Côrtes Signature: Secretary
ANNEX
SER EDUCACIONAL S.A. CNPJ 04.986.320/0001-13 NIRE 26.3.0001679-6 Publicly-Held CompanyExecutive Board's Proposal
Allocation of Net Profit for the Year Ended December 31, 2025 and 2026 Capital BudgetDear 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, 2025 and the Capital Budget for the year ended 2026.
The Company's net income for the fiscal year ended December 31, 2025, was two hundred and fourteen million, four hundred and thirty-six thousand, fifty-five reais and twenty-three cents (R$ 214,436,055.23), to be allocated as follows:
Allocation of 5% of the net income to the legal reserve, in the amount of ten million, seven hundred and twenty-one thousand, eight hundred and two reais and seventy-six cents (R$ 10,721,802.76);
Distribution of dividends in the amount of sixty-one million, one hundred and fourteen thousand, two hundred and seventy-six reais (R$ 61,114,276.00),
corresponding to R$0.478897072 per common share of the Company, to be paid in two installments, based on the shareholding position as of April 6, 2026, on April 30, 2026 and May 29, 2026. Consequently, the shares will be traded "ex-dividends"
from April 7, 2026, inclusive;
Allocation of one hundred and forty-two million, five hundred and ninety-nine thousand, nine hundred and seventy-six reais and forty-seven cents (R$ 142,599,976.47) for the constitution of the retained earnings reserve based on the capital budget, presented below, in view of the provisions of article 196 of the Brazilian Corporations Law;
Investment Plan and Capital Budget for the Fiscal Year 2026:
Use of Resources (R$) | |
Machinery, equipment, tools, laboratories and libraries | 19,664,397.56 |
IT (hardware and software) and intangible assets | 42,510,199.53 |
Buildings and facilities | 98,251,725.37 |
Working capital | 197,462,531.71 |
Total investments estimated for 2026 | 357,888,658.17 |
Budget term: through the Shareholders' Meeting held to approve the accounts for
the year ending December 31, 2026.
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, 2025 and the capital budget.
Recife, March 25, 2026.
Jânyo Janguiê Bezerra Diniz
Rodrigo Macedo Alves
João Albérico Porto de Aguiar
Adriano Lisboa de Azevedo
Simone Bérgamo
