ANHANGUERA EDUCACIONAL PARTICIPAÇÕES S.A. Publicly Held Company

Transcription

1 ANHANGUERA EDUCACIONAL PARTICIPAÇÕES S.A. Publicly Held Company Company Registry No. (NIRE) Corporate Taxpayers Id. (CNPJ): / Anhanguera Educacional Participações S.A. ( Anhanguera or Company ) hereby informs its foreign investors that, though copies of the documents relating to the agenda of the Annual and Extraordinary Shareholders Meeting to be held on April 29, 2011 are available on its Investor Relations website ( as well as the websites of the Securities and Exchange Commission of Brazil ( and BM&FBOVESPA Securities, Commodities and Futures Exchange ( in keeping with its good corporate governance practices, the Company provides a brief summary of the management's proposal for each item on the agenda: Annual Shareholders' Meeting: (i) to approve the management accounts, examine, discuss and vote the Company s financial statements for the fiscal year ended December 31, 2010, including the Independent Auditor s Report;

2 Balance Sheet As of December 31, 2010 and 2009 (in thousands of reais) Asset Parent company Consolidated Liabilities Parent Company Consolidated Current Assets Current liabilities Cash and cash equivalents 799, , , ,253 Loans and financing , ,298 Financial Investments 50,901-50,901 - Debentures and promissory notes 37,620 68,207 37,620 68,207 Accounts Receivable 15, , ,502 Vendor ,070 19,132 Inventories ,160 11,619 Suppliers 817 1,392 7,847 15,400 Taxes recoverable 10,277 9,988 26,146 18,081 Salaries, vacations and social charges 6,287 2,335 53,455 48,693 Other accounts receivable 9,691 6,345 21,516 16,143 Taxes and contributions payable 4, ,452 15,634 Related parties ,784 8,827 22,509 Taxes paid in installments - - 5,007 5,074 Prepaid expenses ,472 1,601 Prepaid annual tuition fees ,197 18,351 Assets held hold for sale ,745 13,745 Commitments payable 14,082 9,244 20,190 29,933 Income and social contribution tax 8,968-22,253 8,228 Other accounts payable 3,310 2,909 23,810 23,599 Lease payable Related parties 1,236 2,879 Proposed dividends payable 1, ,249 1, Current Assets 886, ,174 1,282, ,453 Current liabilities 78, , , ,972 Non-current Non-current liabilities Long-term receivables Long-term liabilities

3 Court deposits ,348 1,570 Loans and financing 98,048-99,388 3,916 Accounts Receivable - - 6,679 3,969 Debentures and promissory notes 198, , , ,220 Other accounts receivable 14,413 12,530 48,096 35,562 Taxes paid in installments ,178 16,283 Related parties 60,501 35,800-3,566 Commitments payable 172,331 60, , ,652 Deferred taxes 112,106 9, ,859 54,678 Deferred income and social contribution tax 23,451 6, ,418 62,425 Taxes recoverable - - 2,228 2,031 Other accounts payable Prepaid expenses Lease payable - 24,462 2,371 Investments 771, , Related parties - 4, Property, plant and equipment 33,372 3, , ,220 Provision for contingencies ,801 11,851 Intangible assets 697, , , ,985 Non-current 1,689,572 1,336,563 1,646,622 1,400,592 Long-term liabilities 492, , , ,699 Shareholders' equity Capital stock 1,802,265 1,002,800 1,802,265 1,002,800 Legal reserve 6,512 2,490 6,512 2,490 Profit reserve 122,489 45, ,489 45,441 Equity Revaluation Adjustment 73,494 81,120 73,494 81,120 (Accumulated) losses - (48,949) - (48,949) 2,004,760 1,082,902 2,004,760 1,082,902 Non-controlling shareholder s ,004,760 1,082,902 2,004,760 1,083,374 Asset 2,576,108 1,544,737 2,929,216 1,949,045 Liabilities 2,576,108 1,544,737 2,929,216 1,949,045

4 Income Statement Years ended December 31, 2010 and 2009 (in thousands of reais) Parent Company Consolidated Net revenues from services provided 19,273-1,003, ,548 Direct costs of services provided (6,070) - (592,427) (546,922) Gross profit 13, , ,626 Other operating expenses Selling expenses (1,332) - (134,907) (116,810) General and administrative expenses (24,949) (21,644) (134,248) (133,975) Depreciation and amortization (4,267) (147) (26,402) (2,617) Other operating revenues (expenses) 11,923 (10,819) 41,157 3,139 Operating income (loss) before Financial Result (5,422) (32,610) (157,012) (107,363) Net financial income (34,300) (20,451) (49,094) (32,936) Equity Income 90, , Income (loss) before income and social contribution taxes 51,118 76, ,918 74,427 Current income and social contribution taxes (529) - (35,484) (17,008) Deferred income and social contribution taxes 72,297 (10,524) 49,188 10,030 Net income (loss) for the year before noncontrolling shareholder 122,886 66, ,622 67,449 Non-controlling shareholder - - (1,264) 1,262 Controlling shareholder ,886 66,187 Net income (loss) for the year 122,886 66, ,886 66,187 Net income (loss) per share R$ 0,9864 0,5416

5 (ii) to decide on the proposal for the allocation of annual net income and payment of dividends; Net income from the year Offset of previous years losses Adjustments of accrued earnings (Law 11,638) Constitution of legal reserve 5 % Adjusted Net Income Minimum mandatory dividend 1 % Constitution of profit reserve 31/12/ ,886 (1,018) 8, ,238 (6,512) 123,726 (1,237) 122,489 (iii) to replace Otavio Lopes Castello Branco Neto, Antonio Carlos de Freitas Valle and Angela Regina Rodrigues de Paula Freitas from the position of members of the Company s Board of Directors and to resolve on the election of their replacement in accordance with the Company s Board of Directors proposal; The proposal is to elect the following members: Board of Directors Name Antonio Carbonari Netto 1 Ricardo Leonel Scavazza 2 Marco Antonio Gregori 3 Age Profession Professor Business administrator Engineer Position Held Chairman Member Member 1 Antônio Carbonari Netto: Mr. Carbonari Netto is our President and one of our founding shareholders. He has a degree in mathematics from the Pontifícia Universidade Católica de Campinas, specialist degree in mathematics education from the Universidade São Francisco, a master s degree in education, management and communication from the Universidade São Marcos and a master s degree in educational management from Wisconsin International University, in Wisconsin. Mr. Carbonari Netto has been working in the field of education for more than 30 years. Prior to founding our company in 1994, he worked as professor, as an executive at various educational organizations and as consultant for some of the most prominent educational groups of Brazil, including Unip, Uninove and Anhembi Morumbi. He also participates in the leadership of professional associations, such as SEMESP and Associacao Brasileira das Mantenedoras do Ensino Superior (Brazilian Association of Postsecondary Supporting Entities), or ABMES.

6 2 Ricardo Leonel Scavazza: Mr. Scavazza is our Chief Financial Officer. He has degrees in business administration from the University of Texas and from the Fundação Getúlio Vargas. Mr. Scavazza was appointed chief financial officer of Diagnósticos da América S.A. s operations in Rio de Janeiro in 2001, responsible for the merger & acquisitions and business development departments, and our chief financial officer in He became a shareholder of Pátria Investimentos S.A. in Marco Antonio Gregori: Mr. Gregori has a degree in engineering from Instituto Tecnológico de Auronautica (ITA) in São José dos Campos, and a MBA degree from Wharton School (University of Pennsylvania). He is currently a Director of GMR Participações, where he has been developing since 2006 business and educational, entertainment and media opportunities, besides Real Estate Investments, alternatives assets and supervision of resources' allocation. Prior to working for GMR Participações, he acted as a consultant for Deloitte & Touche. He is the founder of Latinplasticos.com ( ), was the Operations Officer for Align Technology ( ), and a Private Equity Fund Manager for Stratus Banco de Negócios ( ) (iv) to set the total annual compensation of the Company s management for the fiscal year 2011; Year 2011 (amounts in Reais) Board of Directors Board of Executive Officers Fiscal Council Number of Members 7,00 8,33 3,00 18,33 Fixed Annual Compensation 1,284,152 5,440, ,369 6,930,615 Pro Labore 5,045,284 Direct or Indirect Benefits 47, ,811 Compensation for attending meetings 1,236, ,369 Other Variable Annual Compensation 1,800,000 5,333,946 7,133,946 Bonus 1,800,000 5,333,946 7,133,946 Profit-sharing Compensation for attending meetings Commissions Other Post-employment Benefits Benefits as a result of leaving office Share-based Compensation 1,460,207 1,460,207 Total 3,084,152 12,234, ,369 15,524, The bonus informed corresponds to the amount that shall be paid in 2011, regardless of the period to which it refers. Total

7 (v) to install the Company s Fiscal Council, elect its members and fix its total annual compensation. Fiscal Council Name Wagner Mar 1 Walter Machado de Barros 2 Marcello Lopes dos Santos 3 Fernando César Boarati Júnior 4 José Antonio Ramos 5 Raul Todão Filho 6 Age Profession Economist, Lawyer and Accountant Economist and Accountant Accountant Lawyer Business administrator Accountant Position Held Member Member Alternate Member Alternate Member Member Alternate Member 1 Wagner Mar: Mr. Mar is a Member of the Fiscal Council. He has a bachelor s degree in law, economics and accounting from Mackenzie University. He completed postgraduate studies in external auditing at the University of São Paulo and in business law at the Pontifical Catholic University of São Paulo. Currently, he is managing partner of Audimar Auditores Independentes S/C, a company constituted in Walter Machado de Barros: Mr. Barros is a Member of the Fiscal Council. He has a bachelor s degree in economics and accounting, and completed the Business Training Course (BTC), General Electric s international program. He has also completed specialization programs in Management, Strategic Planning and Marketing at the EAESP/FGV. Currently, he is the managing partner of WMB Consultoria de Gestão Ltda., a company constituted in Marcello Lopes dos Santos: Mr. Santos is an Alternate Member of the Fiscal Council. He has a bachelor s degree in economics and accounting. He completed postgraduate studies in controllership, and is qualified to teach at the post-secondary education level and comprehension. Currently, he is a managing partner of Sigmac Auditores. 4 Fernando Cesar Boarati Júnior: Mr. Boarati Júnior is an Alternate Member of the Fiscal Council. He has a bachelor s degree in law from Mackenzie University. He has been the managing partner of Audimar Advocacia Empresarial since Jose Antonio Ramos: Mr. Ramos is a Member of the Fiscal Council. He has a bachelor s degree in business administration and accounting. He worked as Managing Director at Holiday Inn Hotéis Brasil and Vitro Brasil, and currently works as a business consultant. 6 Raul Todão Filho: Mr. Todão Filho is an Alternate Member of the Fiscal Council. He has a bachelor s degree in accounting from the Santo André Foundation. He has been working since 1995 in forensic accounting, and currently works as business consultant.

8 Extraordinary Shareholders' Meeting: (i) to decide on the proposal of amendment to the caput of Article 5 of the Company s Bylaws for the specific purpose of reflecting the capital increases, within the authorized capital, approved by the Board of Directors Meetings held on December 9, 2010, at 7:00 p.m. and December 20, 2010, at 6:00 p.m. If the above item is approved, Article 5 of the Company s Bylaws will have the following text: Article 5. The Company s subscribed and paid-up capital stock is one billion, eight hundred and seventy-six million, seven hundred and seventy-three thousand, eight hundred, and sixty-nine reais and sixty-three centavos (R$ ,63) exclusively divided into one hundred forty-five million, six hundred ninety thousand, two hundred and sixty-one (145,690,261) book-entry common shares with no par value and the issuance of preferred shares is prohibited.