KROTON EDUCACIONAL S.A. Corporate Taxpayers ID (CNPJ/MF) / Corporate Registry ID (NIRE)

Transcription

1 MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON MAY 28, Date, Time and Place Held on May 28, 2007, at 03:00 p.m., at the Company s headquarters, at Av. Presidente Wilson, 231, 28º andar (parte), in the City of Rio de Janeiro, State of Rio de Janeiro. 1. Call Call was waived in view of attendance of all members of the Board of Directors. 2. Attendance All members of the Board of Directors. 3. Presiding Board Chairman: Walter Luiz Diniz Braga Secretary: Alicia Maria Gross Figueiró Pinheiro 4. Agenda 5.1 To resolve on the increase in the Company s capital stock, within the authorized capital limit in the amount of thirty million, one hundred and five thousand, eight hundred and eight reais and eighty-one centavos (R$30,105,808.81); 5.2 Other matters of the Company s interest. 6. Resolutions taken by unanimous vote 6.1 The increase in the Company s capital stock within the authorized capital limit provided for in article 6 of the Bylaws, in the amount of thirty million, one hundred and five thousand, eight hundred and eight reais and eighty-one centavos (R$30,105,808.81), by means of private subscription of 44,934,043 new non-par, registered common shares, at the issue price of sixty-seven centavos (R$0.67) each, calculated pursuant to article 170, paragraph 1, item II, of Law 6,404/76, based on its book value, to be paid up in cash or by transfer of assets, and the payment of the shares issued hereunder by transfer of quotas of the capital stock of Editora e Distribuidora Educacional Ltda is allowed. Accordingly, the capital stock shall increase from twenty-eight million, five hundred and ninety-five thousand, seven hundred and twenty-eight reais

2 (R$28,595,728.00) to fifty-eight million, seven hundred and one thousand, five hundred and thirty-six reais and eighty-one centavos (R$58,701,536.81). As per article 171, paragraphs 2 and 4 of Law 6,404/76, the shareholders shall exercise their preemptive right over the subscription of the increase in the capital stock approved herein within thirty (30) days as of the publication of the Notice to the Shareholders, and the shareholders shall pay up the shares within the same term. However, through their representatives, shareholders Pré Vestibular Projecta Sociedade Ltda., Julio Fernando Cabizuca, Evando José Neiva, Leonardo Emrich dos Mares Guia and Walter Diniz Luiz Braga expressly (i) waive their preemptive right over the subscription of the Company s new shares issued hereunder, and (ii) agree that the total shares issued hereunder be subscribed and paid up by shareholders of Editora e Distribuidora Educacional Ltda., pursuant to the Subscription List attached hereto, which, upon payment of the new shares, shall become shareholders of the Company. Accordingly, the total of 44,934,043 common shares issued hereunder is hereby subscribed as per subscription lists attached hereto and the shareholders shall pay such shareholders by transfer of 18,790,259 quotas of the capital stock of Editora e Distribuidora Educacional Ltda. in the amount of thirty million, one hundred and five thousand, eight hundred and eight reais and eighty-one centavos (R$30,105,808.81), as per appraisal report prepared by three experts, pursuant to article 8 of Law No. 6,404/ There were no further subjects to transact. 7. Closure Nothing else to be discussed, the meeting was adjourned to draw up these minutes, which were read, found in compliance, approved and signed by those attending the meeting. Belo Horizonte, May 28, Walter Luiz Diniz Braga (Chairman), Alicia Maria Gros Figueiró Pinheiro (Secretary), Júlio Fernando Cabizuca, Evando José Neiva, Leonardo Emrich dos Mares Guia and Walter Luiz Diniz Braga. This is a free English translation of the original minutes drawn up in Company s records. Walter Luiz Diniz Braga Chairman Alicia Maria Gross Figueiró Pinheiro Secretary

3 Private subscription of 36,764,886 non-par, registered, book-entry common shares in the total amount of twenty-four million, six hundred and thirty-two thousand, four hundred and seventythree reais and twenty-six centavos (R$24,632,473.26) to be paid up herein by means of transfer of 15,374,128 quotas representing the capital stock of Editora e Distribuidora Educacional Ltda. SUBSCRIBER s IDENTIFICATION CORPORATE Individual Taxpayers ID (CNPJ/MF) Pitágoras Administração e Participações S.A / Avenida Raja Gabaglia º andar, salas 401 a São Bento 404 CITY STATE COUNTRY TELEPHONE/ FAX COMMON 36,764,886 R$24,632, I hereby represent, for all due purposes, that I agree with the conditions provided for herein, as well as Pitágoras Administração e Participações S.A. Participações S.A. Júlio Fernando Cabizuca Pitágoras Administração e Evando José Neiva

4 Private subscription of 2,191,775 non-par, registered, book-entry common shares in the total amount of one million, four hundred and sixty-eight thousand, four hundred and eighty-nine reais and fifty-three centavos (R$ ,53) to be paid up hereunder by means of transfer of 916,548 quotas representing the capital stock of Editora e Distribuidora Educacional Ltda. SUBSCRIBER s IDENTIFICATION Individual Taxpayers ID (CNPJ/MF Walfrido Silvino Dos Mares Guia Neto Rua Vicente Racioppi Mangabeiras CITY STATE COUNTRY TELEPHONE/ FAX COMMON 2,191,775 1,468, Walfrido Silvino Dos Mares Guia Neto

5 Private subscription of 816,916 non-par, registered, book-entry common shares in the total amount of five hundred and forty-seven thousand, three hundred and thirty-three reais and fifty-six centavos (R$547,333.56) to be paid up hereunder by means of transfer of 341,614 quotas representing the capital stock of Editora e Distribuidora Educacional Ltda. Individual Taxpayers ID (CNPJ/MF) Alícia Maria Gróss Figueiró Pinheiro Rua Engenheiro Bady Salum Mangabeiras CITY STATE COUNTRY TELEPHONE/ FAX COMMON 816, , Alícia Maria Gróss Figueiró Pinheiro

6 Private Subscription of 816,916 non-par, registered, book-entry common shares in the total amount of five hundred and forty-seven thousand, three hundred and thirty-three reais and fifty-six centavos (R$547,333.56), to be paid up hereunder by means of 341,614 quotas representing the capital stock of Editora e Distribuidora Educacional Ltda. Individual Taxpayers ID (CPF/MF) Walter Luiz Diniz Braga Rua Alvarenga Peixoto 854 Ap De Lourdes CITY STATE COUNTRY TELEPHONE/ FAX COMMON 816, , Walter Luiz Diniz Braga

7 Private subscription of 392,134 non-par, registered, book-entry common shares in the total amount of two hundred and sixty-two thousand, seven hundred and twenty-nine reais and ninety-six centavos (R$262,729.96) to be paid up hereunder by means of transfer of 163,974 quotas representing the capital stock of Editora e Distribuidora Educacional Ltda. Individual Taxpayers ID (CPF/MF) Henriqueta Martins dos Mares Guia Rua Alameda da Serra 1240 Ap. 400 Vila da Serra CITY STATE COUNTRY TELEPHONE/F AX Nova Lima MG Brazil - COMMON 392, , Henriqueta Martins dos Mares Guia

8 Private subscription of 1,694,273 non-par, registered, book-entry common shares in the total amount of one million, one hundred and thirty-five thousand, one hundred and sixty-two reais and ninety centavos (R$1,135,162.90), to be paid up hereunder, by means of transfer of 708,505 quotas representing the capital stock of Editora e Distribuidora Educacional Ltda. Individual Taxpayers ID (CPF/MF) Júlio Fernando Cabizuca Rua Martim de Carvalho 66 Ap Santo Agostinho CITY STATE COUNTRY TELEPHONE/F AX COMMON 1,694,273 1,135, Júlio Fernando Cabizuca

9 Private subscription of 2,257,143 non-par, registered, book-entry common shares in the total amount of one million, five hundred and twelve thousand, two hundred and eighty-six reais and six centavos (R$ 1,512,286.06) to be paid up hereunder, by transfer of 943,876 quotas representing the capital stock of Editora e Distribuidora Educacional Ltda. Individual Taxpayers ID (CPF/MF) Evando José Neiva Pirapetinga 537 Ap. 301 Serra CITY STATE COUNTRY TELEPHONE/F AX COMMON 2,257,143 1,512, Evando José Neiva SP v1