MINUTES OF THE EXTRAORDINARY SHAREHOLDERS MEETING HELD ON OCTOBER 29, 2010.

Transcription

1 ANHANGUERA EDUCACIONAL PARTICIPAÇÕES S.A. Corporate Taxpayer s ID (CNPJ/MF): / Corporate Registry (NIRE): / Publicly Held Company MINUTES OF THE EXTRAORDINARY SHAREHOLDERS MEETING HELD ON OCTOBER 29, Date, time and venue: October 29, 2010, at 10:00 a.m., at the headquarters of Anhanguera Educacional Participações S.A., located at Alameda Maria Tereza, 2000, Sala 06, in the city of Valinhos, state of São Paulo. 2. Call Notice: The call notice was published in the Diário Oficial do Estado de São Paulo on October 14, 15 and 16 and in Valor Econômico newspaper on October 14, 15 and 18, Attendance: Shareholders representing over two-thirds of the Company s voting capital, in accordance with the signatures registered in the Shareholders Attendance Book. Also present, pursuant to the Law, were Mr. José Augusto Gonçalves de Araujo Teixeira, the Company s Investor Relations Officer, and Mr. Wagner Mar, a member of the Company s Fiscal Council. 4. Presiding: Chairman: Luiz Otavio Reis de Magalhães; Secretary: Mauro Eduardo Guizeline. 5. Agenda: To resolve on the following: (i) the listing of the Company on the special corporate governance segment of the BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange, known as the Novo Mercado; (ii) if the resolution in item (i) above is approved, the conversion of all of the Company s preferred shares into common shares, in the ratio of one (1) common share for every one (1) preferred share, and the consequent elimination of all Units representing the Company s shares; (iii) the grouping of the Company s common shares, in the ratio of seven (7) existing shares for every one (1) new share, in order to maintain trading in the Company s shares on the stock market; (iv) once the previous resolutions are approved, amendment of the Company s Bylaws in order to adapt them to the regulations of the BM&FBOVESPA s Novo Mercado; and (v) considering the Company s listing on the BM&FBOVESPA s Novo Mercado, to ratify the election of the current members of the Board of Directors and extend their respective terms of office until the Shareholders Meeting to approve the Company s financial statements for the fiscal year ended December 31, 2012.

2 6. Reading of Documents, Reception of Votes and Drawing Up of Minutes: 6.1. The reading of the documents related to the matters to be resolved on at the Extraordinary Preferred Shareholders Meeting was waived, as the documents in question were known, in their entirety, to all shareholders present The declarations of all votes, protests and dissenting votes were numbered, received and authenticated by the presiding board and filed at the Company s headquarters, pursuant to items a and b of paragraph 1 of Article 130 of Law 6404/ Authorization was given for the drawing up of these minutes in summary format and their publication with the omission of all preferred shareholders signatures, in accordance with paragraphs 1 and 2 of Article 130 of Law 6404/76, respectively. 7. Resolutions: After discussion of the matters on the agenda, the following resolutions were taken: 7.1. Unanimous approval of the Company s listing on the special trading segment of the BM&FBOVESPA, known as the Novo Mercado ( Novo Mercado ) Unanimous approval, as a result of the resolution in item 7.1 above and considering that the rules of the Novo Mercado state that the capital stock of any Company adhering to same must be represented by common shares only, of the conversion of all of the Company s stock into common shares, in the ratio of one (1) common share for every (1) preferred share, including those shares comprising the share depositary certificates issued by the Company ( Units ), and the consequent elimination of said Units; 7.3. Unanimous approval, after the aforementioned conversion, of the grouping of the Company s common shares, in the ratio of seven (7) existing shares for every one (1) new share; 7.4. Unanimous approval, as a result of the aforementioned resolutions, of the amendment of the Company s Bylaws, in order to adapt them to the regulations of the BM&FBOVESPA s Novo Mercado, the new wording of which will constitute Annex I of these minutes; 7.5. Majority approval, as a result of the Company s listing on the New Market, of the election of the current members of the Company s Board of Directors and the extension of their respective terms of office until the Shareholders Meeting to approve the financial statements for the fiscal year ended December 31, 2012, as follows: (a) Alexandre Teixeira de Assumpção Saigh, Brazilian citizen, married, business administrator, bearer of identification document (RG) (SSP/SP), inscribed in the roll of individual

3 taxpayers (CPF/MF) under no , resident and domiciled in the city and state of São Paulo, with offices at Avenida Brigadeiro Faria Lima, nº 2.055, 7º andar, as Chairman of the Board of Directors; (b) Luiz Otavio Reis de Magalhães, Brazilian citizen, married, business administrator, bearer of identification document (RG) (SSP/SP), inscribed in the roll of individual taxpayers (CPF/MF) under no , resident and domiciled in the city and state of São Paulo, with offices at Avenida Brigadeiro Faria Lima, nº 2.055, 7º andar, as Vice-Chairman of the Board of Directors; (c) Otavio Lopes Castello Branco Neto, Brazilian citizen, married, engineer, bearer of identification document (RG) X (SSP/SP), inscribed in the roll of individual taxpayers (CPF/MF) under no , resident and domiciled in the city and state of São Paulo, with offices at Avenida Brigadeiro Faria Lima, nº 2.055, 7º andar; (d) Antonio Carlos de Freitas Valle, Brazilian citizen, married, entrepreneur, bearer of identification document (RG) (SSP/SP), inscribed in the roll of individual taxpayers (CPF/MF) under no , resident and domiciled in the city and state of São Paulo, with offices at Avenida Brigadeiro Faria Lima, nº 2.277, 16º andar, Jardim Paulistano; (e) Angela Regina Rodrigues de Paula Freitas, Brazilian citizen, married, architect, bearer of identification document (RG) (SSP/SP), inscribed in the roll of individual taxpayers (CPF/MF) under no , resident and domiciled in the city and state of São Paulo, with offices at Rua Casa do Ator, nº 99, Vila Olímpia; (f) Olimpio Matarazzo Neto, Brazilian citizen, married, business administrator, bearer of identification document (RG) (SSP/SP), inscribed in the roll of individual taxpayers (CPF/MF) under no , resident and domiciled in the city and state of São Paulo, with offices at Avenida Brigadeiro Faria Lima, nº 2.055, 7º andar; and (g) Sergio Vicente Bicicchi, Brazilian citizen, divorced, business administrator, bearer of identification document (RG) (SSP/SP), inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city and state of São Paulo, with offices at Avenida Angélica, nº 1.832, 2º andar. Mr. Sergio Vicenti Bicicchi as an independent member of the Board of Directors, in accordance with the definition of the listing regulations of the BM&FBOVESPA s Novo Mercado To register in the minutes that: (a) the effectiveness of the resolutions in items 7.1 to 7.5 above is subject to: (i) ratification, by the Extraordinary Preferred Shareholders Meeting, of the conversion of preferred stock into common stock as per item 7.2 above; and (ii) the signing of any and all instruments and the execution of any and all acts by the Company to enable its listing on the Novo Mercado, which will only occur after the end of the period for the exercise of withdrawal rights that all preferred shareholders will be entitled to as item 7.2 above; b) shareholders registered as such on October 13, 2010, who held less than seven (7) of the Company s shares, independently of their type, will have thirty (30) days as of the date of

4 the Notice to Shareholders to be disclosed by management at the end of the period for the exercise of withdrawal rights (and for an eventual proposal to reconsider management s decision, if the case), to assert their right, through written notification to the Company, to receive as many shares as necessary (up to a maximum of six (6) shares) to continue as holders of one (1) common share after the share grouping. The shares will be donated by the controlling shareholders or by persons indicated thereby; c) shareholders holding more than six (6) of the Company s shares, but in any amount that is not a multiple of seven (7) thereby resulting in fractions of shares after the grouping will have the same period of thirty (30) days as mentioned above to transfer fractions of shares among themselves in order to compose full shares after the grouping. At the end of the aforementioned period of thirty days, the Company will sell the shares resulting from the grouping of fractions in both cases on the stock market, dividing the product of the sale proportionally among the holders of the fractions and crediting said shareholders bank accounts, the details of which having been supplied to the Company. Amounts due to shareholders who have not provided the Company with up-to-date banking information will be held in deposit by the Company at the disposal of said shareholders; and (d) the Company s management, represented by its Bylaws, is authorized to execute any and all actions and sign any and all documents necessary to implement and formalize the resolutions taken by this Extraordinary Shareholders Meeting. 8. Approval and Closure: There being no further business to discuss, these minutes were drawn up, read, approved and signed by the Chairman, Secretary and shareholders representing the majority necessary for the resolutions taken by the Shareholders Meeting. Signatures: Luiz Otavio Reis de Magalhães, Chairman; Mauro Eduardo Guizeline, Secretary; PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO, STATE STREET EMERGING MARKETS, CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, NATIONAL ELEVATOR INDUSTRY PENSION PLAN, BLACKROCK LATIN AMERICA FUND, INC, RAYTHEON COMPANY MASTER TRUST, THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD, THE MARSICO INTERNATIONAL OPPORTUNITIES FUND, THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF MTBC , THE MONETARY AUTHORITY OF SINGAPORE, KANSAS PUBLIC EMPLOYEES RETIREMENT SYSTEM, THE EMM UMBRELLA FUNDS, RUSSEL INVESTMENT COMPANY PUBLIC LIMITED COMPANY, HARBOR INTERNATIONAL GROWTH FUND, UNITED AIR LINES, INC. PILOTS DIRECTED ACCOUNT PLAN TRUST, HARBOR CAPITAL GROUP TRUST FOR DEFINED BENEFIT PLANS, TELCORDIA TECHNOLOGIES PENSION PLAN, TEACHER RETIREMENT SYSTEM OF TEXAS, CHINATRUST COMMERCIAL BANK AS MASTER CUSTODIAN FOR ALLIANZ GLOBAL INV GLOBAL EMERGING MARKETS FUND, JOHN HANCOCK TRUST INTERNATIONAL OPPORTUNITIES TRUST, ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO, ING BEWAAR MAATSCHAPPIJ I B.V., NEWTON INVESTMENT MANAGEMENT NOMINEES LIMITED, COLUMBIA MARSICO

5 INTERNATIONAL OPPORTUNITIES FUND, THE MASTERS SELECT INTERNATIONAL FUND, COLUMBIA MARSICO INTERNATIONAL OPPORTUNITIES FUND VARIABLE SERIES, ADVANCED SERIES TRUST - AST INTERNATIONAL GROWTH PORTFOLIO, PACIFIC LIFE FUNDS - PL EMERGING MARKETS FUND, IBM DIVERSIFIED GLOBAL EQUITY FUND, JOHN HANCOCK FUNDS II INTERNATIONAL OPPORTUNITIES FUND, THE MASTER TRUST BANK OF JAPAN, LTD. RE: FRANK RUSSELL INVESTMENTS (JAPAN) LIMITED INTERN EQUIT FUN, THE PRUDENTIAL SERIES FUND, INC. - SP INTERNATIONAL GROWTH PORTFOLIO, COLUMBIA MULTI-ADVISOR INTERNATIONAL EQUITY FUND, RUSSELL INVESTMENT COMPANY II PLC, ARTHA MASTER FUND LLC, THE HONEYWELL INTERNATIONAL INC. MASTER RETIREMENT TRUST, CITY OF WESTMINSTER SUPERANNUATION FUND, EATON VANCE STRUCTURED EMERGING MARKETS FUND, ALAMEDA COUNTY EMPLOYEES RETIREMENT ASSOCIATION, UBS FIDUCIARY TRUST COMPANY COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE BENEFITS PLANS, PG&E CORPORATION RETIREMENT MASTER TRUST, PG&E POSTRETIREMENT MEDICAL PLAN TRUST-NON MANAGEMENT EMPLOYEES AND RETIREES, FIDELITY ADVISOR INTERNATIONAL CAPITAL APPRECIATION F, FIDELITY CONTRAFUND, FINDLAY PARK LATIN AMERICAN FUND, FINDLAY PARK AMERICAN SMALLER COMPANIES FUND, VARIABLE INSURANCE PRODUCTS FUND IV: VIP INTERNATIONAL CAPITAL APPRECIATION PORTFOLIO, MARSICO FLEXIBLE CAPITAL FUND, INTEGRA NEWTON GLOBAL EQUITY FUND, OPPENHEIMER GLOBAL ALLOCATION FUND, TREASURER OF THE STATE OF NORTH CAROLINA EQUITY INVESTMENT FUND POOLED TRUST, ROYCE VALUE TRUST, INC., OFI TRUST COMPANY, OFI INSTITUTIONAL EMERGING MARKETS EQUITY FUND, LP, CAPITAL INTERNATIONAL - INTERNATIONAL EQUITY, BLACKROCK STRATEGIC FUND - BLACKROCK LATIN AMERICAN OPPORTUNIES FUND, ALPINE GLOBAL DYNAMIC DIVIDEND FUND, ALPINE DYNAMIC DIVIDEND FUND, CALVERT WORLD VALUES FUND, INCORPORATED - CALVERT INTERNATIONAL OPPORTUNITIES FUND, MARSICO GLOBAL FUND, SSM HEALTH CARE PORTFOLIO MANAGEMENT COMPANY, BARON GROWTH FUND, FIDELITY CANADIAN GROWTH COMPANY FUND, AT&T SAVINGS GROUP INVESTMENT TRUST, CITY OF NEW YORK DEFERRED COMPENSATION PLAN, EATON VANCE COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE BENEFIT PLANS - EMERGING MARKETS EQUITY FUND, SPDR S&P EMERGING MARKETS SMALL CAP ETF, THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF BNY MELLON NEWTON GLOBAL EX JAPAN EQUITY FUND, COLUMBIA MARSICO GLOBAL FUND, CITY OF PHILADELPHIA PUBLIC EMPLOYEES RETIREMENT SYSTEM, RUSSELL INSTITUTIONAL FUNDS, LLC - RUSSELL INTERNATIONAL EQUITY FUND, ROCHE US DB PLANS MASTER TRUST, SSGA MSCI EMERGING MARKETS SMALL CAP INDEX NON- LENDING COMMON TRUST FUND, COMGEST GROWTH PLC, RETIREMENT SYSTEM OF TEXAS, WINTERTHUR LIFE UK LIMITED, FIDELITY INVESTMENT TRUST: FIDELITY SERIES EMERGING MARKETS FUND, BARON INTERNATIONAL GROWTH FUND, EXCEL LATIN AMERICA FUND, ROHM AND HAAS MASTER TRUST, VANGUARD FTSE ALL-WORLD EX-US SMALL-CAP

6 INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX, HARBOR GLOBAL GROWTH FUND, STATE FARM MUTUAL FUND TRUST INTERNATIONAL EQUITY FUND, STATE FARM VARIABLE PRODUCT TRUST INTERNATIONAL EQUITY FUND, THE IBERO-AMERICA FUND, INC., ALABAMA TRUST FUND, EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE FUND B, EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE FUND, WILMINGTON INTERNATIONAL EQUITY FUND SELECT, L.P., BARON RETIREMENT INCOME FUND, ING BARON SMALL CAP GROWTH PORTFOLIO, PRINCIPAL FUNDS, INC - INTERNATIONAL FUNDI, COX ENTERPRISES INC MASTER TRUST, ARTHA MASTER ERISA FUND, LLC, THE LATIN AMERICAN DISCOVERY FUND INC, IVY ASSET STRATEGY NEW OPPORTUNITIES FUND, NATIONAL PENSION SERVICE, STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS, MFS LATIN AMERICAN EQUITY FUND, CAPITAL INTERNATIONAL EMERGING MARKETS FUND, EMERGING MARKETS GROWTH FUND INC, T.ROWE PRICE INTERNATIONAL DISCOVERY FUND, T.ROWE PRICE INTERNATIONAL FUNDS: T.ROWE PRICE LATIN AMERICA FUND, CAPITAL GUARDIAN EMERGING MARKETS EQUITY FUND FOR TAX- EXEMPT TRUSTS, THREADNEEDLE INVESTMENT FUNDS ICVC, NORGES BANK, CAPITAL GUARDIAN ALL COUNTRY WORLD (EX-US) EQUITY MASTER FUND, AXA PREMIER VIP TRUST - MULTIMANAGER INTERNATIONAL EQUITY PORTFOLIO, OPPENHEIMER DEVELOPING MARKETS FUND, CAPITAL GUARDIAN ALL COUNTRY WORLD EQUITY FUND FOR TAX-EXEMPT TRUSTS, CAPITAL GUARDIAN ALL COUNTRY WORLD EQUITY MASTER FUND, VANGUARD INTERNATIONAL EXPLORER FUND, JAPAN TRUSTEE SERVICES BANK,LTD AS TRUSTEE FOR THE SUMITOMO TRUST & BANKING CO.,LTD AS TRUSTEE FOR M, THREADNEEDLE SPECIALIST INVESTMENT FUNDS ICVC, GOLDMAN SACHS TRUST - GOLDMAN SACHS BRIC FUND, GOLDMAN SACHS TRUST - GOLDMAN SACHS EMERGING MARKETS EQUITY FUND, T.ROWE PRICE FUNDS SICAV, BLACKROCK KOREA LATIN AMERICAN FUND-MASTER, CAPITAL GUARDIAN EMERGING MARKETS EQUITY MASTER FUND, CAPITAL GUARDIAN EMERGING MARKETS EQUITY DC MASTER FUND, CAPITAL GUARDIAN EMERGING MARKETS RESTRICTED EQUITY FUND FOR TAX- EXEMPT TRUSTS, JNL/CAPITAL GUARDIAN GLOBAL BALANCED FUND, CAPITAL INTERNATIONAL FUND, FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY EMERGING MARKETS EQUITY CENTRAL FUND, HSBC FI DE AÇÕES SMALL CAPS, MICHELIN PREVIDENCIARIA - PREVIM FLEX, HSBC FI MULTIMERCADO ABAETÊ, HSBC FI DE AÇÕES NITE, HSBC FI PREVIDENCIÁRIO MULTIMERCADO POTENCIAL, FI LARRAIN VIAL BRAZIL SMALL CAPS, HSBC FI DE AÇÕES SALUBRE, FI MULTIMERCADO UNIPREV IV, THE MASTER TRUST BANK OF JAPAN LTD AS TRUSTEE FOR HSBC BRAZIL MOTHER FUND, TRUST & CUSTODY SERVICES BANK, LTD. AS TRUSTEE FOR HSBC BRAZIL NEW MOTHER FUND, HSBC GLOBAL INVESTIMENT FUNDS - BRIC FREESTYLE, HSBC GLOBAL INVESTIMENT FUNDS - LATIN AMERICAN FREESTYLE, HSBC GLOBAL INVESTIMENT FUNDS - BRAZIL EQUITY, THE MASTER TRUST BANK OF JAPAN LTD AS TRUSTEE FOR HSBC BRAZIL INFRASTRUCTURE EQUITY MOTHER FUND, represented by Paulo Roberto de

7 Brandão; FUNDO DE EDUCAÇÃO PARA O BRASIL FIP represented by Luiz Otavio Reis de Magalhães. PITANGA AÇÕES, XTRADE AÇÕES FUNDO DE INVESTIMENTO, WPA II MULTIMNCADO CREDITO PRIVADO FUNDO DE INVESTMENTO, VITORIA AÇÕES FUNDO DE INVESTIMENTO FI, MELLS AÇÕES FUNDO DE INVESTIMENTO, ITAU BRASILEUA MM FUNDO DE INVESTIMENTOS, SMALL CAP VALUATION IB FI AÇÕES, DUGIDE AÇÕES FI, ITAU MULTISETORIAL AÇÕES - FI, ITAU SELEÇÃO AÇÕES FI, UNIBANCO SMALL CAP FIA, UNIBANCO CLASSE MUNDIAL FIA, UNIBANCO INSTITUCIONAL SMALL CAP FIA, UNIBANCO OURO FINO BANCO DE INVESTIMENTO EM AÇÕES, RADICE AÇÕES FUNDO DE INVESTIMENTO, METEORO AÇÕES FI, UNIBANCO MICRO CAP FIA, GIRASSOL AÇÕES FI, SÃO FERNANDO I FUNDO DE INVESTIMENTO EM AÇÕES, LUME AÇÕES FI, MACAUBA FI AÇÕES, CLUBE DE INVESTIMENTO VIDRU represented by Silvia Helena Bernaldo. Shareholders. This is a free English translation of the minutes filed at the Company s headquarters. Valinhos, October 29, Mauro Eduardo Guizeline Secretary