ESTÁCIO PARTICIPAÇÕES S.A. CORPORATE TAXPAYER'S ID (CNPJ/MF): / COMPANY REGISTRY (NIRE):

Transcription

1 ESTÁCIO PARTICIPAÇÕES S.A. CORPORATE TAXPAYER'S ID (CNPJ/MF): / COMPANY REGISTRY (NIRE): EXTRACT OF THE MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON APRIL 18, DATE, TIME, AND VENUE: On April 18, 2018, at 5:30 P.M., at the headquarters of Estácio Participações S.A. ("Company"), located at Avenida Venezuela, 43, 6º andar, Saúde, Rio de Janeiro/RJ, Postal Code CALL NOTICE, QUORUM AND ATTENDANCE: The Call Notice was made in accordance with the Company's Bylaws and Internal Regulations. The Board members Messrs. Juan Pablo Zucchini, Brenno Raiko de Souza, Maurício Luis Luchetti, Jackson Medeiros de Farias Schneider, Líbano Miranda Barroso, Flavio Benício Jansen Ferreira, Luiz Roberto Liza Curi and Osvaldo Burgos Schirmer, represented by the counselor Líbano Miranda Barroso attended the meeting. The following Executive Officers also attended as guests: Pedro Thompson Landeira de Oliveira (Chief Executive Officer and IR), Alberto de Senna Santos (Legal Officer and Compliance) and Gustavo Zeno (Chief Financial and Investor Relations Officer). 3. PRESIDING BOARD: Mr. Juan Pablo Zucchini (President) and Mr. Alberto de Senna Santos (Secretary). 4. AGENDA AND RESOLUTIONS UNANIMOUSLY APPROVED: 4.1. To elect, pursuant to paragraph 1 of article 14 of the Bylaws, Mr. Juan Pablo Zucchini, Argentinean, married, economist, holder RNE document V353239L, and registered under CPF/MF number , resident and domiciled in the city of São Paulo, state of São Paulo, with commercial address at Avenida Brigadeiro Faria Lima, 3311, 9º andar, Itaim Bibi, as Chairman of the Board of Directors the Company and Mr. Maurício Luis Luchetti, Brazilian, married, business administrator, holder of ID document , issued by SSP/SP, registered under CPF/MF number , with commercial address in the city of São Paulo, state of São Paulo, at Rua Hungria nº 514, sala 41, Jardim Europa, CEP: , as Vice-Chairman of the Board of Directors On this date, the following board members were appointed to serve a term of office up to the first meeting of the Board of Directors held after the Annual Shareholders Meeting of 2020 to form the Statutory Advisory Committees to the Board of Directors: People and Governance Committee ("CGG"): Messrs. Maurício Luis Luchetti, as Committee Coordinator, Juan Pablo Zucchini, both as qualified above, and Jackson Medeiros de Farias Schneider, Brazilian, married, lawyer, holder of ID document , issued by SSP/SP, registered under CPF/MF number , with commercial address in the city of São Paulo, state of São Paulo, at Avenida Presidente Juscelino Kubitschek, 1909, Torre Norte, CEP Audit and Finance Committee ("CAF"): Messrs. Osvaldo Burgos Schirmer, Brazilian, married, business administrator, holder of ID document , issued by SJS/RS, registered under CPF/MF number , with commercial address in the city of Porto Alegre, state of Rio Grande of the Sul, at Rua Carlos Gomes, 1492, conjunto 1209,

2 Três Figueiras, CEP , as Committee Coordinator; Líbano Miranda Barroso, Brazilian, married, economist, holder of ID document M , issued by SSP/MG, registered under CPF/MF number , with commercial address in the city of Rio de Janeiro, state of Rio de Janeiro, at Avenida Niemeyer, 2, sala 212, Leblon, CEP ; and Brenno Raiko de Souza, Brazilian, married, economist, holder of ID document , issued by SSP/SP, and registered under CPF/MF number , with commercial address in the city of São Paulo, state of São Paulo, at Av. Brigadeiro Faria Lima, 3311, 9º andar, Itaim Bibi Academic Committee ("CAC"): Messrs. Brenno Raiko de Souza, as qualified above, as Committee Coordinator; Igor Xavier Correia Lima, Brazilian, married, engineer, holder of ID document , issued by SSP/SP, and registered under CPF/MF number ; and Flavio Benício Jansen Ferreira, Brazilian, married, engineer, holder of ID document , issued by IFP/RJ and registered under CPF/MF number , both with commercial address in the city of Rio de Janeiro, in the state of Rio de Janeiro, at Av. Venezuela, nº 43, 6º andar, Bairro Saúde, CEP Strategy Committee ("CEST"): Messrs. Juan Pablo Zucchini, as Committee Coordinator; Jackson Medeiros de Farias Schneider; Osvaldo Burgos Schirmer, all of whom as qualified above; and Luiz Roberto Liza Curi, Brazilian, married, sociologist and economist, holder of ID document , issued by SSP/SP, registered under CPF/MF number , resident and domiciled in the city of Brasília, at SHIN QL 2, conjunto 1, casa 4, Lago Norte, CEP On this date, it was approved the creation of the Performance Monitoring Committee ("CAP"), a non-statutory advisory committee to the Board of Directors, to which the following board members were appointed to serve until the first meeting of the Board of Directors that takes place after the Annual Shareholders Meeting of 2020, Messrs. Líbano Miranda Barroso, as Committee Coordinator, Brenno Raiko de Souza, and Maurício Luis Luchetti, all of whom as above qualified To elect, by unanimous vote, pursuant to item "d", of article 16 of the Bylaws, to serve a term of office of two (2) years, as of this date, as the Company s Chief Executive Officer Mr. Pedro Thompson Landeira de Oliveira, Brazilian, married under the full separation of property regime, born on October 27, 1983, businessman, holder of ID document , issued by DETRAN/RJ, registered under CPF/MF number ; as the Company s Chief Financial Officer and Investor Relations Officer, Mr. Gustavo Artur Ciocca Zeno, Brazilian, married, born on December 26, 1975, Bachelor of Economics, holder of ID document , issued by IFP/RJ, registered under CPF/MF number ; as the Company s Education Officer, Mr. Hudson Rubem de Oliveira Mello Junior, Brazilian, married under the partial community property regime, engineer, born on August 25, 1974, holder of ID document , issued by DETRAN/RJ, registered under CPF number ; and as Officers (without portfolio), Messrs. Alberto de Senna Santos, Brazilian, single, lawyer, born on May 14, 1982, holder of ID document , issued by OAB/DF, and registered under CPF/MF under No ; Antônio Higino Viegas, Brazilian, widower, business administrator, born on February 1, 1963, holder of ID document 8,548,577-9, issued by SSP/SP, registered under CPF/MF number ; and Orlando Eustáquio Alves Ferreira Junior, Brazilian, married, born on December 26, 1971, Bachelor of Computer Science, holder of ID document , issued by SSP/MT, registered under CPF/MF number , all with commercial address in the city and state of Rio de Janeiro, at Av. Venezuela, nº 43, 6º andar, Bairro Saúde, CEP It is recorded that all the Officers hereby elected have declared that there are no circumstances preventing them from assuming the positions to Page 2 of 15

3 which they were elected. The Board members declared that the terms of paragraph 1 of article 19 of the Bylaws shall be complied with in regard to the investiture of the Officers To approve, by unanimous vote, the distribution of the aggregate annual budget deliberated at the Annual Shareholders' Meeting held on this date, among the members of the Board of Directors and Board of Executive Officers, as proposed by the Committee of People and Governance, in the exact terms of the presentation which shall be filed at the Company's headquarters. 5. CLOSURE, DRAWING-UP AND APPROVAL OF THE MINUTES: There being no further matters to discuss, these minutes were drawn up, read, found to be in compliance and signed by all attending board members and the secretary. Rio de Janeiro, April 18, Signatures: Juan Pablo Zucchini, Maurício Luis Luchetti, Jackson Medeiros de Farias Schneider, Osvaldo Burgos Schirmer - p. Líbano Miranda Barroso, Líbano Miranda Barroso, Brenno Raiko de Souza, Luiz Roberto Liza Curi, Flavio Benício Jansen Ferreira, Alberto de Senna Santos - Secretary of the Presiding Board. Rio de Janeiro, April 18, I hereby certify that this is a free English translation of the original minutes drawn up in the Company s Board of Directors Meeting Minutes book. Alberto de Senna Santos Secretary of the Presiding Board Page 3 of 15

4 INSTRUMENT OF INVESTITURE I, PEDRO THOMPSON LANDEIRA DE OLIVEIRA, Brazilian, married under the full separation of property regime, born on October 27, 1983, businessman, holder of ID document , issued by DETRAN/RJ, registered under CPF/MF number , with commercial address in the city of Rio de Janeiro, in the state of Rio de Janeiro, at Av. Venezuela, nº 43, 6º andar, Bairro Saúde, CEP , herein formally invested in the position of Chief Executive Officer of ESTÁCIO PARTICIPAÇÕES S.A., a publicly-held corporation, registered under CNPJ/MF number / , headquartered in the city and state of Rio de Janeiro, at Av. Venezuela, nº 43, 6º andar, Bairro Saúde, CEP ("Company"), for which I was elected by the Board of Directors Meeting held on April 18, 2018, to serve a term of two (2) years, that is, until the Annual Shareholders Meeting of I hereby declare that in compliance with the provisions of article 2 of CVM Instruction 367/02 and for the proper purposes and under the penalties of the law: (i) I am not prevented by special law from exercising the administration of the Company, or condemned for bankruptcy crime, malfeasance, corruption or bribery, graft, embezzlement, or any crime against the economic order, public credit or property rights, and have not been condemned to criminal penalty precluding access to public office, even on a temporary basis, such as provided in paragraph 1 of article 147 of Law 6,404/76; (ii) I am not subject to any penalty imposed by the Brazilian Securities Commission (Comissão de Valores Mobiliários), suspending my eligibility or holding me temporarily ineligible to act as director or officer of a public company, such as set forth in paragraph 2 of article 147 of Law 6,404/76; (iii) I meet the requirement for upstanding reputation included in paragraph 3 of article 147 of Law 6,404/76; and (iv) I currently hold no position in any company that could be deemed a competitor of Estácio Participações S.A., and I do not represent interests that are in conflict with the interests of the Company, such as required under items I and II of paragraph 3 of article 147 of Law 6,404/76, for which I sign this Instrument of Investiture. I further declare full and unrestricted agreement with all the terms and conditions established in the Regulation of the Market Arbitration Chamber ("Arbitration Rules"), including its subsequent amendments, in accordance with the provisions of item 9.8 of the aforementioned Arbitration Regulation, and with the Commitment Clause, in accordance with the Novo Mercado Regulation, agreeing to resolve, through arbitration, all and any dispute or controversy that may arise between me, the Company, its Shareholders, other Administrators, Page 4 of 15

5 members of the Fiscal Council and B3 S.A. - Brasil, Bolsa, Balcão, in particular those arising from the provisions contained in Law 6,385/76, Law 6,404/76, the Company's Bylaws, the rules issued by the National Monetary Council, the Central Bank of Brazil and the Brazilian Securities and Exchange Commission, as well as other rules applicable to the operation of the securities market in general, the Novo Mercado Listing Rules, the other regulations of B3 and the agreement to participate in the Novo Mercado, strictly in compliance with current legislation, in particular Law No. 9,307/96, and also the present Instrument of Investiture as an Arbitration Clause, pursuant to article 4 of such Law. For this purpose, I am obliged to sign the respective arbitration term and to abide by the arbitration award that may be issued, regarding any dispute or controversy that may arise. Lastly, I hereby declare that I shall receive summonses and subpoenas in administrative and judicial proceedings related to acts of my management, pursuant to paragraph 4 of article 2 of CVM Instruction 367/02, at the address indicated above. Rio de Janeiro, April 18, PEDRO THOMPSON LANDEIRA DE OLIVEIRA Page 5 of 15

6 INSTRUMENT OF INVESTITURE I, GUSTAVO ARTUR CIOCCA ZENO, Brazilian, married, born on December 26, 1975, Bachelor of Economics, holder of ID document , issued by the IFP/RJ, registered under CPF/MF number , with commercial address at city of Rio de Janeiro, in the state of Rio de Janeiro, at Av. Venezuela, nº 43, 6º andar, Bairro Saúde, CEP , herein formally invested in the position of Chief Finance and Investor Relations Officer of ESTÁCIO PARTICIPAÇÕES S.A., a publicly-held corporation, registered under CNPJ/MF number / , headquartered in the city and state of Rio de Janeiro, at Av. Venezuela, nº 43, 6º andar, Bairro Saúde, CEP ("Company"), for which I was elected by the Board of Directors Meeting held on April 18, 2018, to serve a term of two (2) years, that is, until the Annual Shareholders Meeting of I hereby declare that in compliance with the provisions of article 2 of CVM Instruction 367/02 and for the proper purposes and under the penalties of the law: (i) I am not prevented by special law from exercising the administration of the Company, or condemned for bankruptcy crime, malfeasance, corruption or bribery, graft, embezzlement, or any crime against the economic order, public credit or property rights, and have not been condemned to criminal penalty precluding access to public office, even on a temporary basis, such as provided in paragraph 1 of article 147 of Law 6,404/76; (ii) I am not subject to any penalty imposed by the Brazilian Securities Commission (Comissão de Valores Mobiliários), suspending my eligibility or holding me temporarily ineligible to act as director or officer of a public company, such as set forth in paragraph 2 of article 147 of Law 6,404/76; (iii) I meet the requirement for upstanding reputation included in paragraph 3 of article 147 of Law 6,404/76; and (iv) I currently hold no position in any company that could be deemed a competitor of Estácio Participações S.A., and I do not represent interests that are in conflict with the interests of the Company, such as required under items I and II of paragraph 3 of article 147 of Law 6,404/76, for which I sign this Instrument of Investiture. I further declare full and unrestricted agreement with all the terms and conditions established in the Regulation of the Market Arbitration Chamber ("Arbitration Rules"), including its subsequent amendments, in accordance with the provisions of item 9.8 of the aforementioned Arbitration Regulation, and with the Commitment Clause, in accordance with the Novo Mercado Regulation, agreeing to resolve, through arbitration, all and any dispute or controversy that may arise between me, the Company, its Shareholders, other Administrators, Page 6 of 15

7 members of the Fiscal Council and B3 S.A. - Brasil, Bolsa, Balcão, in particular those arising from the provisions contained in Law 6,385/76, Law 6,404/76, the Company's Bylaws, the rules issued by the National Monetary Council, the Central Bank of Brazil and the Brazilian Securities and Exchange Commission, as well as other rules applicable to the operation of the securities market in general, the Novo Mercado Listing Rules, the other regulations of B3 and the agreement to participate in the Novo Mercado, strictly in compliance with current legislation, in particular Law No. 9,307/96, and also the present Instrument of Investiture as an Arbitration Clause, pursuant to article 4 of such Law. For this purpose, I am obliged to sign the respective arbitration term and to abide by the arbitration award that may be issued, regarding any dispute or controversy that may arise. Lastly, I hereby declare that I shall receive summonses and subpoenas in administrative and judicial proceedings related to acts of my management, pursuant to paragraph 4 of article 2 of CVM Instruction 367/02, at the address indicated above. Rio de Janeiro, April 18, GUSTAVO ARTUR CIOCCA ZENO Page 7 of 15

8 INSTRUMENT OF INVESTITURE I, HUDSON RUBEM DE OLIVEIRA MELLO JUNIOR, Brazilian, married under the partial communion of assets regime, engineer, born on August 25, 1974, holder of ID document , issued by DETRAN/RJ, registered under CPF number , with commercial address in the city of Rio de Janeiro, in the state of Rio de Janeiro, at Av. Venezuela, nº 43, 6º andar, Bairro Saúde, CEP , herein formally invested in the position of Education Officer of ESTÁCIO PARTICIPAÇÕES S.A., a publicly-held corporation, registered under CNPJ/MF number / , headquartered in the city and state of Rio de Janeiro, at Av. Venezuela, nº 43, 6º andar, Bairro Saúde, CEP ("Company"), for which I was elected by the Board of Directors Meeting held on April 18, 2018, to serve a term of two (2) years, that is, until the Annual Shareholders Meeting of I hereby declare that in compliance with the provisions of article 2 of CVM Instruction 367/02 and for the proper purposes and under the penalties of the law: (i) I am not prevented by special law from exercising the administration of the Company, or condemned for bankruptcy crime, malfeasance, corruption or bribery, graft, embezzlement, or any crime against the economic order, public credit or property rights, and have not been condemned to criminal penalty precluding access to public office, even on a temporary basis, such as provided in paragraph 1 of article 147 of Law 6,404/76; (ii) I am not subject to any penalty imposed by the Brazilian Securities Commission (Comissão de Valores Mobiliários), suspending my eligibility or holding me temporarily ineligible to act as officer of a public company, such as set forth in paragraph 2 of article 147 of Law 6,404/76; (iii) I meet the requirement for upstanding reputation included in paragraph 3 of article 147 of Law 6,404/76; and (iv) I currently hold no position in any company that could be deemed a competitor of Estácio Participações S.A., and I do not represent interests that are in conflict with the interests of the Company, such as required under items I and II of paragraph 3 of article 147 of Law 6,404/76, for which I sign this Instrument of Investiture. I further declare full and unrestricted agreement with all the terms and conditions established in the Regulation of the Market Arbitration Chamber ("Arbitration Rules"), including its subsequent amendments, in accordance with the provisions of item 9.8 of the aforementioned Arbitration Regulation, and with the Commitment Clause, in accordance with the Novo Mercado Regulation, agreeing to resolve, through arbitration, all and any dispute or controversy that may arise between me, the Company, its Shareholders, other Administrators, Page 8 of 15

9 members of the Fiscal Council and B3 S.A. - Brasil, Bolsa, Balcão, in particular those arising from the provisions contained in Law 6,385/76, Law 6,404/76, the Company's Bylaws, the rules issued by the National Monetary Council, the Central Bank of Brazil and the Brazilian Securities and Exchange Commission, as well as other rules applicable to the operation of the securities market in general, the Novo Mercado Listing Rules, the other regulations of B3 and the agreement to participate in the Novo Mercado, strictly in compliance with current legislation, in particular Law No. 9,307/96, and also the present Instrument of Investiture as an Arbitration Clause, pursuant to article 4 of such Law. For this purpose, I am obliged to sign the respective arbitration term and to abide by the arbitration award that may be issued, regarding any dispute or controversy that may arise. Lastly, I hereby declare that I shall receive summonses and subpoenas in administrative and judicial proceedings related to acts of my management, pursuant to paragraph 4 of article 2 of CVM Instruction 367/02, at the address indicated above. Rio de Janeiro, April 18, HUDSON RUBEM DE OLIVEIRA MELLO JUNIOR Page 9 of 15

10 INSTRUMENT OF INVESTITURE I, ALBERTO DE SENNA SANTOS, Brazilian, single, lawyer, born on May 14, 1982, holder of ID document , issued by OAB/DF, and registered under CPF/MF number , with commercial address in the city of Rio de Janeiro, in the state of Rio de Janeiro, at Av. Venezuela, nº 43, 6º andar, Bairro Saúde, CEP , herein formally invested in the position of Officer without portfolio of ESTÁCIO PARTICIPAÇÕES S.A., a publicly-held corporation, registered under CNPJ/MF number / , headquartered in the city and state of Rio de Janeiro, at Av. Venezuela, nº 43, 6º andar, Bairro Saúde, CEP ("Company"), for which I was elected by the Board of Directors Meeting held on April 18, 2018, to serve a term of two (2) years, that is, until the Annual Shareholders Meeting of I hereby declare that in compliance with the provisions of article 2 of CVM Instruction 367/02 and for the proper purposes and under the penalties of the law: (i) I am not prevented by special law from exercising the administration of the Company, or condemned for bankruptcy crime, malfeasance, corruption or bribery, graft, embezzlement, or any crime against the economic order, public credit or property rights, and have not been condemned to criminal penalty precluding access to public office, even on a temporary basis, such as provided in paragraph 1 of article 147 of Law 6,404/76; (ii) I am not subject to any penalty imposed by the Brazilian Securities Commission (Comissão de Valores Mobiliários), suspending my eligibility or holding me temporarily ineligible to act as officer of a public company, such as set forth in paragraph 2 of article 147 of Law 6,404/76; (iii) I meet the requirement for upstanding reputation included in paragraph 3 of article 147 of Law 6,404/76; and (iv) I currently hold no position in any company that could be deemed a competitor of Estácio Participações S.A., and I do not represent interests that are in conflict with the interests of the Company, such as required under items I and II of paragraph 3 of article 147 of Law 6,404/76, for which I sign this Instrument of Investiture. I further declare full and unrestricted agreement with all the terms and conditions established in the Regulation of the Market Arbitration Chamber ("Arbitration Rules"), including its subsequent amendments, in accordance with the provisions of item 9.8 of the aforementioned Arbitration Regulation, and with the Commitment Clause, in accordance with the Novo Mercado Regulation, agreeing to resolve, through arbitration, all and any dispute or controversy that may arise between me, the Company, its Shareholders, other Administrators, members of the Fiscal Council and B3 S.A. - Brasil, Bolsa, Balcão, in particular those arising Page 10 of 15

11 from the provisions contained in Law 6,385/76, Law 6,404/76, the Company's Bylaws, the rules issued by the National Monetary Council, the Central Bank of Brazil and the Brazilian Securities and Exchange Commission, as well as other rules applicable to the operation of the securities market in general, the Novo Mercado Listing Rules, the other regulations of B3 and the agreement to participate in the Novo Mercado, strictly in compliance with current legislation, in particular Law No. 9,307/96, and also the present Instrument of Investiture as an Arbitration Clause, pursuant to article 4 of such Law. For this purpose, I am obliged to sign the respective arbitration term and to abide by the arbitration award that may be issued, regarding any dispute or controversy that may arise. Lastly, I hereby declare that I shall receive summonses and subpoenas in administrative and judicial proceedings related to acts of my management, pursuant to paragraph 4 of article 2 of CVM Instruction 367/02, at the address indicated above. Rio de Janeiro, April 18, ALBERTO DE SENNA SANTOS Page 11 of 15

12 INSTRUMENT OF INVESTITURE I, ANTÔNIO HIGINO VIEGAS, Brazilian, widower, business administrator, born on February 1, 1963, holder of ID document 8,548,577-9, issued by SSP/SP, registered under CPF/MF number , with commercial address in the city of Rio de Janeiro, in the state of Rio de Janeiro, at Av. Venezuela, nº 43, 6º andar, Bairro Saúde, CEP , herein formally invested in the position of Officer without portfolio of ESTÁCIO PARTICIPAÇÕES S.A., a publicly-held corporation, registered under CNPJ/MF number / , headquartered in the city and state of Rio de Janeiro, at Av. Venezuela, nº 43, 6º andar, Bairro Saúde, CEP ("Company"), for which I was elected by the Board of Directors Meeting held on April 18, 2018, to serve a term of two (2) years, that is, until the Annual Shareholders Meeting of I hereby declare that in compliance with the provisions of article 2 of CVM Instruction 367/02 and for the proper purposes and under the penalties of the law: (i) I am not prevented by special law from exercising the administration of the Company, or condemned for bankruptcy crime, malfeasance, corruption or bribery, graft, embezzlement, or any crime against the economic order, public credit or property rights, and have not been condemned to criminal penalty precluding access to public office, even on a temporary basis, such as provided in paragraph 1 of article 147 of Law 6,404/76; (ii) I am not subject to any penalty imposed by the Brazilian Securities Commission (Comissão de Valores Mobiliários), suspending my eligibility or holding me temporarily ineligible to act as officer of a public company, such as set forth in paragraph 2 of article 147 of Law 6,404/76; (iii) I meet the requirement for upstanding reputation included in paragraph 3 of article 147 of Law 6,404/76; and (iv) I currently hold no position in any company that could be deemed a competitor of Estácio Participações S.A., and I do not represent interests that are in conflict with the interests of the Company, such as required under items I and II of paragraph 3 of article 147 of Law 6,404/76, for which I sign this Instrument of Investiture. I further declare full and unrestricted agreement with all the terms and conditions established in the Regulation of the Market Arbitration Chamber ("Arbitration Rules"), including its subsequent amendments, in accordance with the provisions of item 9.8 of the aforementioned Arbitration Regulation, and with the Commitment Clause, in accordance with the Novo Mercado Regulation, agreeing to resolve, through arbitration, all and any dispute or Page 12 of 15

13 controversy that may arise between me, the Company, its Shareholders, other Administrators, members of the Fiscal Council and B3 S.A. - Brasil, Bolsa, Balcão, in particular those arising from the provisions contained in Law 6,385/76, Law 6,404/76, the Company's Bylaws, the rules issued by the National Monetary Council, the Central Bank of Brazil and the Brazilian Securities and Exchange Commission, as well as other rules applicable to the operation of the securities market in general, the Novo Mercado Listing Rules, the other regulations of B3 and the agreement to participate in the Novo Mercado, strictly in compliance with current legislation, in particular Law No. 9,307/96, and also the present Instrument of Investiture as an Arbitration Clause, pursuant to article 4 of such Law. For this purpose, I am obliged to sign the respective arbitration term and to abide by the arbitration award that may be issued, regarding any dispute or controversy that may arise. Lastly, I hereby declare that I shall receive summonses and subpoenas in administrative and judicial proceedings related to acts of my management, pursuant to paragraph 4 of article 2 of CVM Instruction 367/02, at the address indicated above. Rio de Janeiro, April 18, ANTÔNIO HIGINO VIEGAS Page 13 of 15

14 INSTRUMENT OF INVESTITURE I, ORLANDO EUSTÁQUIO ALVES FERREIRA JUNIOR, Brazilian, married, born on December 26, 1971, Bachelor of Computer Science, holder of ID document , issued by SSP/MT, registered under CPF/MF number , with commercial address at city of Rio de Janeiro, in the state of Rio de Janeiro, at Av. Venezuela, nº 43, 6º andar, Bairro Saúde, CEP , herein formally invested in the position of Officer without portfolio of ESTÁCIO PARTICIPAÇÕES S.A., a publicly-held corporation, registered under CNPJ/MF number / , headquartered in the city and state of Rio de Janeiro, at Av. Venezuela, nº 43, 6º andar, Bairro Saúde, CEP ("Company"), for which I was elected by the Board of Directors Meeting held on April 18, 2018, to serve a term of two (2) years, that is, until the Annual Shareholders Meeting of I hereby declare that in compliance with the provisions of article 2 of CVM Instruction 367/02 and for the proper purposes and under the penalties of the law: (i) I am not prevented by special law from exercising the administration of the Company, or condemned for bankruptcy crime, malfeasance, corruption or bribery, graft, embezzlement, or any crime against the economic order, public credit or property rights, and have not been condemned to criminal penalty precluding access to public office, even on a temporary basis, such as provided in paragraph 1 of article 147 of Law 6,404/76; (ii) I am not subject to any penalty imposed by the Brazilian Securities Commission (Comissão de Valores Mobiliários), suspending my eligibility or holding me temporarily ineligible to act as officer of a public company, such as set forth in paragraph 2 of article 147 of Law 6,404/76; (iii) I meet the requirement for upstanding reputation included in paragraph 3 of article 147 of Law 6,404/76; and (iv) I currently hold no position in any company that could be deemed a competitor of Estácio Participações S.A., and I do not represent interests that are in conflict with the interests of the Company, such as required under items I and II of paragraph 3 of article 147 of Law 6,404/76, for which I sign this Instrument of Investiture. I further declare in full and unrestricted agreement with all the terms and conditions established in the Regulation of the Market Arbitration Chamber ("Arbitration Rules"), including its subsequent amendments, in accordance with the provisions of item 9.8 of the aforementioned Arbitration Regulation, and with the Commitment Clause, in accordance with the Novo Mercado Regulation, agreeing to resolve, through arbitration, all and any dispute or Page 14 of 15

15 controversy that may arise between me, the Company, its Shareholders, other Administrators, members of the Fiscal Council and B3 S.A. - Brasil, Bolsa, Balcão, in particular those arising from the provisions contained in Law 6,385/76, Law 6,404/76, the Company's Bylaws, the rules issued by the National Monetary Council, the Central Bank of Brazil and the Brazilian Securities and Exchange Commission, as well as other rules applicable to the operation of the securities market in general, the Novo Mercado Listing Rules, the other regulations of B3 and the agreement to participate in the Novo Mercado, strictly in compliance with current legislation, in particular Law No. 9,307/96, and also the present Instrument of Investiture as an Arbitration Clause, pursuant to article 4 of such Law. For this purpose, I am obliged to sign the respective arbitration term and to abide by the arbitration award that may be issued, regarding any dispute or controversy that may arise. Lastly, I hereby declare that shall receive summonses and subpoenas in administrative and judicial proceedings related to acts of my management, pursuant to paragraph 4 of article 2 of CVM Instruction 367/02, at the address indicated above. Rio de Janeiro, April 18, ORLANDO EUSTÁQUIO ALVES FERREIRA JUNIOR Page 15 of 15