596aa2fc-69c0-43c9-8ec6-2df26e2e2cf2.pdf SOMOS EDUCAÇÃO S.A.

Corporate Taxpayer ID no. 02.541.982/0001-54 Company Registry (NIRE) no. 3530017583-2 Publicly Held Company


MATERIAL FACT


SOMOS Educação S.A. ('SOMOS Educação' or 'Company'), in compliance with CVM Instruction no. 358/02, as amended, and in addition to (i) the material fact disclosed on February 9, 2015; and (ii) the notice to the market disclosed on October 30, 2015, hereby informs that Thunnus Participações S.A. ('Offeror') has published, on this date, in the newspaper 'O Estado de São Paulo', the mandatory tender offer notice in view of the transfer of the Company's corporate control.


The mandatory tender offer notice is also available, as of this date, at the Company's website (http://ri.somoseducacao.com.br), CVM's website (www.cvm.gov.br), and BM&FBOVESPA's website (www.bmfbovespa.com.br).


The Company will keep its shareholders and the market duly informed of any material fact regarding the tender offer, pursuant to the provisions of the applicable legislation.


São Paulo, November 20, 2015.


Daniel Cordeiro Amaral

Chief Financial and Investor Relations Officer

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