Grupo Ser Educacional SaBMFBOVESPA: SEER3

Minutes of Board of Directors Meeting - Approval of the placement of the Company's 6th issue of debentures

· Issued by Grupo Ser Educacional SA

SER EDUCACIONAL S.A.

CNPJ No. 04.986.320/0001-13

NIRE: 26.3.0001679-6

MINUTES OF THE BOARD OF DIRECTORS MEETING

HELD ON DECEMBER 11, 2024

1.DATE, TIME AND PLACE: On December 11, 2024, at 9:00 am, at the headquarters of Ser Educacional S.A. ("Company"), in the City of Recife, State of Pernambuco, at Avenida da Saudade, 254, Santo Amaro, Zip Code 50.100-200.

2.BOARD: Chairman of the Board: Mr. José Janguiê Bezerra Diniz; Secretary: Nathalie Réginer Côrtes.

3.CALL AND ATTENDANCE: Call formalities were waived in view of the presence of all members of the Board of Directors, via conference call, as provided for in the Company's Bylaws.

4.AGENDA: Resolve on (i) the sixth (6th) issue of simple, non-convertible, unsecured debentures, in two (2) series, of the Company, in the total amount of one hundred and fifty million Brazilian reais (R$ 150,000,000.00), of which (i) ninety million Brazilian reais (R$ 90,000,000.00) corresponds to the debentures of the First Series (as defined below); and (ii) sixty million Brazilian reais (R$ 60,000,000.00) corresponds to the debentures of the Second Series (as defined below) ("Issue"), under Law No. 6.404 of December 15, 1976, as in force ("Brazilian Corporate Law"), which shall be subject to a public distribution offering under the automatic distribution registration procedure, under the terms of the Resolution of the Securities and Exchange Commission ("CVM") No. 160, of July 13, 2022, as in force ("CVM Resolution 160" and "Offer", respectively), the main characteristics and conditions of which shall be described in "Private Instrument Indenture of the Sixth (6th) Issue of Simple Debentures, Non-Convertibleinto Shares, in Two (2) Series, of the Unsecured Type, for Public Distribution, under Automatic Registration Procedure, of Ser Educacional S.A.", to be entered into between the Company and Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários, enrolled with CNPJ under No. under no. 17.343.682/0001-38, as Trustee and representative of the community of Debenture holders (as defined below) ("Indenture", "Trustee" and "Debenture holders", respectively); (ii) the authorization for the Company's

1

Executive Board and/or its attorneys to perform any and all acts necessary to formalize the above resolutions, as well as to execute any and all documents necessary for the implementation and formalization of the Issue, including, but not limited to, the Indenture, the Distribution Agreement (as defined below) and any amendments thereto; (iii) hiring a financial institution to intermediate and coordinate the Offer, as well as other service providers related to the execution of the Issue and the Offer; and (iv) ratification of all acts already performed by the Company's Executive Board and/or its attorneys in relation to the above resolutions.

5.RESOLUTIONS: The members of the Board of Directors, after analyzing and discussing the matters on the agenda, resolved, by unanimous vote and without any restrictions:

(i)

approve the Issue, which shall have the following characteristics and

conditions:

  1. Debenture Issue Number: the Debentures represent the sixth (6th) issue of debentures by the Company;
  2. Total Issue Amount: the total amount of the Issue shall be one hundred and fifty million Brazilian Reais (R$150,000,000.00) on the Issue Date (as defined below), of which (i) ninety million Brazilian Reais (R$90,000,000.00) shall correspond to the First Series Debentures (as defined below); (ii) sixty million Brazilian Reais (R$60,000,000.00) shall correspond to the Second Series Debentures (as defined below) ("Total Issue Amount");
  3. Number of Series: the Issue shall be made in two (2) series; Except for express references to the Debentures of the first (1st) series ("First Series Debentures") and the Debentures of the second (2nd) series ("Second Series Debentures" and, when together with the First Series Debentures, the "Debentures"), all references to the
    Debentures shall be understood as references to the First Series Debentures and the Second Series Debentures, jointly;
  4. Number of Debentures: one hundred and fifty thousand (150,000) Debentures shall be issued, of which (i) ninety thousand (90,000) shall be First Series Debentures; and

2

    1. sixty thousand (60,000) shall be Second Series Debentures. ("Number of Debentures");
  2. Unit Par Value: one thousand Brazilian reais (R$1,000.00), on the Issue Date ("Unit Par Value");
  3. Allocation of Proceeds: the proceeds raised from the Issue shall be used to refinance the Company's liabilities;
  4. Terms and Maturity Dates: subject to the provisions of the Indenture, the First Series Debentures shall mature in one thousand and eighty-four (1,084) days as from the Issue Date and shall therefore mature on the date to be defined in the Indenture ("Maturity Date of the First Series Debentures"), the Second Series Debentures shall mature in one thousand eight hundred and seventeen (1,817) days from the Issue Date, thus maturing on the date to be defined in the Indenture ("Maturity Date of the Second Series Debentures" and, together with the First Series Debentures Maturity Date, "Maturity Date")
  5. Form, Type and Proof of Ownership of Debentures: the Debentures shall be issued in registered and book-entryform, with no warrants or certificates issued, and, for all legal purposes, ownership of the Debentures shall be evidenced by the statement issued by the bookkeeper and, additionally, for Debentures electronically held at B3 S.A. - Brasil, Bolsa, Balcão - Balcão B3 ("B3"), as the case may be, this statement shall be issued in the name of the Debenture Holder, which shall serve as proof of ownership of such Debentures;
  6. Subscription and Payment Term and Method: the Debentures shall be subscribed and paid in cash, in local currency, at the Unit Par Value, on the first date of payment

  7. ("First Payment Date"), in accordance with the settlement rules applicable to B3. If any Debenture is to be paid in on a different date and subsequent to the First Payment Date, the payment shall consider its Unit Par Value, plus the Remuneration (as defined below), calculated on a pro-ratatemporis basis from the First Payment Date until the date of effective payment. The Debentures may be subscribed at a premium or discount, to be defined, at the discretion of the Lead Coordinator, if applicable at

3

the time of subscription of the Debentures, as long as it is applied equally to all Debentures paid in on the same date;

  1. Type: the Debentures shall be unsecured, pursuant to article 58, head, of Brazilian Corporate Law. Thus, none of the Company's assets shall be segregated in particular to guarantee the Debenture Holders in case of need for judicial or extrajudicial foreclosure of the Company's obligations arising from the Debentures and the Indenture;
  2. Convertibility: the Debentures shall be simple, i.e., not convertible into shares issued by the Company and not exchangeable into shares of another company;
  3. Renegotiation: the Debentures shall not be subject to scheduled renegotiation;
  4. Amortization of the balance of the Unit Par Value: the balance of the Unit Par Value of the First Series Debentures shall be amortized annually from the twenty- fourth (24th) month (inclusive) counted from the Issue Date and the balance of the Nominal Unit Value of the Second Series Debentures will be amortized annually starting from the 48th (forty-eighth)month (inclusive) counted from the Date of Issue, with the first installment paid on the date set in the Indenture and the last on the Maturity Date, except for the events of Early Maturity, Extraordinary Amortization, Optional Early Redemption and total early redemption resulting from the Total Early Redemption Offer (as defined below);
  5. Inflation Adjustment: the Unit Par Value or balance of the Unit Par Value of the Debentures shall not be subject to inflation adjustment;
  6. Remuneration of First Series Debentures: from the First Payment Date of the Debentures, on the Unit Par Value of the Debentures, or balance of the Unit Par Value of the Debentures, as applicable, conventional interest shall be accrued, corresponding to the accumulated variation of one hundred percent (100%) of the average daily interest rate of one-dayInterbank Deposits (DI), "over extra group", expressed as a percentage per annum, based on two hundred and fifty-two(252) Business Days, calculated and disclosed by B3 in the daily newsletter available on its website (DI Rate), exponentially increased by a spread of one whole and forty

4

hundredths of a percent (1.40%) per annum, based on two hundred and fifty-two (252) Business Days ("First Series Remuneration").

  1. Remuneration of Second Series Debentures: from the First Payment Date of the Debentures, on the Unit Par Value of the Debentures, or balance of the Unit Par Value of the Debentures, as applicable, conventional interest shall be accrued, corresponding to the accumulated variation of one hundred percent (100%) of the average daily interest rate of one-dayInterbank Deposits (DI), "over extra group", expressed as a percentage per annum, based on two hundred and fifty-two(252) Business Days, calculated and disclosed by B3 in the daily newsletter available on its website (DI Rate), exponentially increased by a spread of one whole and sixty hundredths of a percent (1.60%) per annum, based on two hundred and fifty-two(252) Business Days ("Second Series Remuneration" and, together with First Series Remuneration, the "Remuneration"). The Remuneration of Debentures shall be levied on their Unit Par Value or balance of the Unit Par Value, as the case may be, and is calculated exponentially and cumulatively on a pro-ratatemporis basis for Business Days elapsed from the First Payment Date of the Debentures, or from the Remuneration Payment Date (as defined below) immediately preceding, as the case may be, until the subsequent Remuneration Payment Date, except in cases of payment arising from events of Early Maturity, Optional Early Redemption or Total Early Redemption Offer (as defined below), in accordance with the formula set out in the Indenture;
  2. Payment of First Series Remuneration: the First Series Remuneration shall be paid semiannually, from the Issue Date, with the last installment due on the Maturity Date, except for the cases of payment arising from the events of Early Maturity, Optional Early Redemption and total early redemption arising from the Total Early Redemption Offer, in the form to be provided for in the Indenture (each remuneration payment date referred to as "First Series Remuneration Payment Date");
  3. Payment of Second Series Remuneration: the Second Series Remuneration shall be paid semiannually, from the Issue Date, with the last installment due on the Maturity Date, except for the cases of payment arising from the events of Early Maturity, Optional Early Redemption and total early redemption arising from the Total Early Redemption Offer, in the form to be provided for in the Indenture (each remuneration payment date referred to as "Second Series Remuneration Payment

5

Date") and, together with First Series Remuneration Payment Date, the "Remuneration Payment Dates";

  1. Optional Acquisition: the Company may, at any time, acquire Debentures on the market, in accordance with the procedures established by the CVM, subject to the provisions of article 55, paragraph 3, of the Brazilian Corporate Law and CVM
    Resolution No. 77, of March 29, 2022 ("CVM Resolution 77"). Debentures subject to this procedure may (a) be cancelled; (b) be held in the Company's treasury; or (c) be placed on the market again, subject, in any case, to the provisions of the applicable regulations. Debentures acquired by the Company to be held in treasury, if and when placed back on the market, shall be entitled to the same remuneration as the other Debentures outstanding. The Company shall comply with the procedures for optional acquisition provided for in articles 14 et seq. of CVM Resolution 77;
  2. Total Optional Early Redemption: the Company may, at its sole discretion, from the date indicated in the Indenture, redeem all Debentures in advance ("Total Optional Early Redemption"). Upon total optional early redemption, the amount due by the Company shall be equivalent to the Unit Par Value or balance of the Unit Par Value of the Debentures to be redeemed, plus the Remuneration, calculated on a pro-ratatemporis basis as from the First Payment Date or the previous Remuneration Payment Date, as applicable, until the date of the effective Total Optional Early Redemption, levied on the Unit Par Value or balance of the Unit Par Value, as applicable, plus charges due and unpaid until the date of Total Optional Early Redemption ("Optional Early Redemption Amount"), with a premium equivalent to thirty-five hundredths of a percent (0.35%) per year, on a pro-ratatemporis basis, based on two hundred and fifty-two (252) Business Days, considering the number of Business Days to elapse between the date of the effective Total Optional Early Redemption and the Maturity Date of the Debentures, to be calculated as indicated in the Indenture. Total Optional Early Redemption shall comply with the procedures described in the Indenture;
  3. Extraordinary Amortization: The Company may, at its sole discretion, as from the date indicated in the Indenture, promote optional extraordinary amortization up to the limit of ninety-eight percent (98%) of the balance of the Unit Par Value
    ("Extraordinary Amortization"). Upon Extraordinary Amortization, the amount due by the Company shall be equivalent to the Unit Par Value or balance of the Unit Par Value of the Debentures to be extraordinarily amortized, plus the Remuneration,

6

calculated on a pro-ratatemporis basis as from the First Payment Date or the previous Remuneration Payment Date, as applicable, until the date of the effective Extraordinary Amortization, levied on the Unit Par Value or balance of the Unit Par Value, as applicable, plus charges due and unpaid until the date of Extraordinary Amortization ("Extraordinary Amortization Amount"), with a premium equivalent to thirty-five hundredths of a percent (0.35%) per year, on a pro-ratatemporis basis, based on two hundred and fifty-two (252) Business Days, considering the number of Business Days to elapse between the date of the effective Extraordinary Amortization and the Maturity Date of the Debentures, to be calculated as indicated in the Indenture. The Extraordinary Amortization shall comply with the procedures described in the Indenture;

  1. Total Early Redemption Offer: the Company may, at its sole discretion, at any time, make an offer for total early redemption of the Debentures, targeted to all Debenture Holders, without distinction, with all Debenture Holders being guaranteed equal conditions to accept the redemption of the Debentures held by them, in accordance with the terms, conditions and procedures set out in the Indenture ("Early Redemption Offer"). The amount of the Total Early Redemption Offer due by the Company shall be equivalent to the Unit Par Value or balance of the Unit Par Value of the Debentures, plus the calculated Remuneration on a pro-ratatemporis basis as from the First Payment Date or the immediately preceding Remuneration Payment Date, as the case may be, until the date of effective redemption, plus early redemption premium, if any, and other charges due and unpaid up to the date of Total Early Redemption Offer. Partial early redemption offers shall not be permitted. The Early Redemption Offer shall comply with the procedures described in the Indenture;
  2. Payment Location: the payments to which the Debentures are entitled shall be made by the Company (a) using the procedures adopted by B3; or (b) in the event that the Debentures are not electronically held at B3, (1) at the Company's headquarters or (2) as the case may be, by the settlement bank;
  3. Extension of Terms: the payment dates of any obligation shall be automatically considered extended, until the first subsequent Business Day, if the maturity date of the respective obligation coincides with a day on which the business or banking hours are not open in the city of São Paulo, State of São Paulo and/or in the city of Recife, State of Pernambuco, without any increase to the amounts to be paid, except in cases

7

where payments shall be made through B3, in which case there shall only be an extension when the payment date of the respective obligation coincides with Saturday, Sunday or a national holiday;

  1. Late Payment Charges: without prejudice to the Remuneration of Debentures, in the event of untimely payment by the Company of any pecuniary obligations relating to the Debentures, overdue and unpaid debts shall be subject to late payment interest of one percent (1%) per month, calculated on a pro-ratatemporis basis, as from the date of default until the date of actual payment, as well as a non-compensatory fine of two percent (2%) on the amount due, irrespective of notice, notification or judicial or extrajudicial order, in addition to collection expenses ("Late Payment Charges");
  2. Early Maturity: the Debentures shall be subject to the events of automatic and non- automatic early maturity to be defined in the Indenture ("Early Maturity").
  1. Deposit for Distribution, Trading and Electronic Custody: the Debentures shall be deposited for (a) distribution on the primary market through the MDA - Módulo de Distribuição de Ativos (Asset Distribution Module), managed and operated by B3, whereby the distribution of the Debentures shall be financially settled through B3; and (b) trading on the secondary market through CETIP21 - Títulos e Valores Mobiliários, managed and operated by B3, whereby Debenture trading shall be financially settled through B3 and the Debentures electronically held in custody at B3;
  2. Placement Regime and Distribution Procedure: the Debentures shall be subject to public distribution, exclusively for Professional Investors (as defined by CVM Resolution No. 30, dated May 11, 2021, as in force), to be registered under the procedure of automatic distribution registration, pursuant to Law No. 6.385, of
    December 7, 1976, as in force, and article 26, item V, paragraph "a" of CVM
    Resolution 160, under the regime of firm placement guarantee for the Total Issue
    Amount ("Firm Guarantee"), with the intermediation of a financial institution that is part of the securities distribution system ("Lead Coordinator"), in accordance with the terms set out in "Coordination, Placement and Public Distribution Agreement, under Automatic Registration Procedure, of the Sixth (6th) Issue of Simple, Unsecured Debentures, Non-Convertibleinto Shares, in Two (2) Series, of Ser

8

Educacional S.A.", to be executed between the Company and the Lead Coordinator ("Distribution Agreement");

  1. Risk Rating: a risk rating agency shall be hired within the scope of the Offer to assign a rating to the Issue, which shall be updated every calendar year pursuant to with the terms of Indenture; and
  2. Other Characteristics of the Issue and Offer: further terms and conditions of the Issue and Offer of the Debentures shall be set out in the Indenture and the Distribution Agreement.

(ii)authorize the Company's officers and/or their attorneys-in-fact to take all necessary measures to complete the Issuance, including but not limited, (a) the discussion, negotiation, definition of terms and execution, by the Company, within the scope of the Issue, the Indenture, the Distribution Agreement and other documents necessary for the Issue; and

  1. the hiring of the Lead Coordinator, as well as other service providers related to the execution of the Issue and the Offer; (c) the execution of all other documents and possible amendments within the scope of the Issuance, in addition to the practice of all acts necessary to carry out the Issue; and
  1. ratify all acts performed by the Company's Executive Board and/or its attorneys-in- fact within the scope of the Issue.

6.CLOSING: There not being any further discussion, work was suspended to draw up these minutes. When the proceedings were resumed, these minutes were read, found to be compliant, approved and drawn up, in summary form, which was approved by all attending members, becoming part of the proper book. Recife, December 11, 2024. Board: Chairman: Mr. José Janguiê Bezerra Diniz; Secretary - Mrs. Nathalie Réginer Côrtes. Attending members of the Board of Directors: José Janguiê Bezerra Diniz, Herbert Steinberg, Francisco Muniz Barreto, Iara de Moraes Xavier Braga and Flávio César Maia Luz.

7.CERTIFICATE: I certify that these minutes are a faithful copy of the minutes drawn up in the Record of Minutes of Meetings of the Company's Board of Directors.

9

___________________________________

Nathalie Réginer Côrtes

Secretary

10

Company analysis