Cogna + Eleva: Value generation aligned with the strategy

Cogna + Eleva:

Value generation aligned with the strategy

Cogna's Strategy

Cogna's Strategy

Consistently increase profitability, prioritizing asset light business segments and models, with higher growth potential and greater ROIC

• ⚫ On-campus only in courses of high LTV (Medicine, Law, Health and Engineering)

• ⚫ Accelerated growth of Digital (DL)

• ⚫ Opportunity with the growth of Medicine (including acquisitions)

• ⚫ Accelerated organic growth

• ⚫ Acquisition of national learning systems

• ⚫ Acquisition of complementary content startups

⚫ Organic growth in Kroton and external customers ⚫ Acquisitions of companies offering Digital Graduation

⚫ Sale of K-12 schools to

Eleva, receiving part in Eleva shares (in case of an IPO)

⚫ Allows us to participate in the benefits of consolidating the K-12 school market without the need for capital allocation

Plataforma

B2C

⚫ Organic growth via cross-sell in current

Cogna students ⚫ Acquisition of digital startups

Cogna's Strategy

Consistently increase profitability, prioritizing asset light business segments and models, with higher growth potential and greater ROIC

-

Capital requirement for growth

Scenario until 2020

+

DL Postsecondary DL PostgraduateVasta Platform PlatosPlatform
K-12 Schools On-campus Postsecondary	Medicine

-

K-12 SchoolsDLPostsecondaryB2C Platform DL PostgraduateVasta Platform Platos Platform

Medicine On-campus Postsecondary

FIES base and the turnaround, On-campus postsecondary resumes growth trajectory

Growth potential

Target scenario

+

-

Business asset light, with great growth potential and higher ROIC

Desired quadrant:

Selling schools to Eleva andreceiving part of the price in

Eleva shares allows us to maintain exposure in K-12 B2C, participating in the growth and consolidation of this market, without allocating additional capital

New Platform businessOpportunity to accelerategrowth in medical graduation

(organic and acquisitions) and related

After the exhaustion of the

Growth potential

+

4

Vasta purchases Eleva Learning System. Cogna sells K-12 schools1 and can convert the difference into Eleva shares2

Transaction 1

Vasta purchases Eleva Learning System for BRL 580 MM3

6x Net Revenues 2020

16.6x EBITDA 2020

Learning System

Independently assessed by Vasta

Approved by independent committee4

Eleva purchases K-12 schools from Saber for

BRL 964 MM3

Transaction 2

(BRL 625 MM in cash, BRL 339 in convertible debentures2)

1.5x Net Revenues 2020

16.3x EBITDA5 2020

K-12 schools

¹ Red Balloon is not included in the sale. 2 Debentures convertible into Eleva shares in case of an IPO. 3 Maximum amount - price of both transactions is subject to subsequent adjustments. 4 Formed by Vasta's independent directors (Andrés Cardo, Francisco Fernandes and Ann Williams). 5 EBITDA ex-IFRS 16.

Vasta holds a new Education System and Eleva Educação forms the largest network of K-12 schools in the country. Cogna has the option to become an Eleva partner1 in schools

Vasta's current learning systems

Eleva learning systemEleva Schools

Schools from Saber

¹ Cogna's stake in Eleva Educação will not have political rights. Control remains with current shareholders.

Transaction Rationale for Vasta

• ⚫ Acquisition of relevant Learning System asset, with premium positioning and strong growth potential

• ⚫ High portfolio complementarity

• ⚫ Relevant generation of synergies and efficiency gains

• ⚫ Long-term contract (10 years) for the supply of learning material between Vasta and Eleva with exclusivity1, including Eleva schools and schools from Saber

• ⚫ Eleva's LS acquisition corresponds to 160% of the EBITDA target via Core Content Acquisitions for 2022 as foreseen in the IPO

⚫

Payment in installments over 5 years. Vasta remains capitalized for new acquisitions

¹ Approximately 90% of existing Eleva Schools, 100% of Saber Schools and new schools with the same profile that may be opened or acquired by Eleva during the term of the commercial agreement.

Transaction Rationale for Cogna

• ⚫ Cogna benefits from the same attributes as Vasta's transaction (Cogna owns 78% of Vasta)

• ⚫ Exposure to the K-12 B2C business, through the market leader, with strong growth potential

• ⚫ Potential to experience the growth in the K-12 B2C market, without the need for capital allocation

• ⚫ Cogna reinforces strategy to become more asset light, focusing on digital transformation and platforms

Eleva's Learning System Overview (2020)

• • 5th largest learning system in the country in number of students from partner schools

• • Average growth of 28% between 2017 and 2020

• • Premium positioning

Geographic Presence (2020E)

ProprietaryPartners

Total

Students

Schools

73.6 k 125

103.3 k 346

176.8 k 471

Vasta's operational highlights after the transaction

177

1,488

471

4,638

95 930

1 Base year as of 2020. 2 ACV 2021: value of annual contracts signed for the commercial year 2021 (4Q20 to 3Q21). Preliminary value subject to revisions.

Vasta's operational highlights after the transaction (2020E)

Net Revenue (BRL MM)

EBITDA1 (BRL MM) e EBITDA Margin

1,039

96

1,135

28%

37%

29%

330

1 Vasta's figures refer to consensus estimates.

35

By integrating with the Vasta platform, the Eleva Learning System has great potential to reaccelerate ACV growth1

Vasta's ACV (BRL MM)

21%

2019

Eleva's ACV (BRL MM)

2020

2021E

78

• 1 ACV: annual contract value signed for the commercial year. Figures for 2021 are subject to updates.

• 2 Commercial discount to be granted for the first 4 years of the contract.

21%

0%

95

95

Transaction provides high value generation for Vasta

Transaction Value

BRL580 million

EV/EBITDA 2020: 16.6x

(Vasta: 22.8x)

EV/EBITDA Post Synergies : 10.5x

• • Logistical benefiting

• • Editorial costs

• • Back-office

• • Strategic Sourcing

1 To be captured within 3 years of integration.

Next Steps

Submission to CADE

CADE approval

Transaction Closing