ESTÁCIO PARTICIPAÇÕES S.A.
Company Registry (NIRE) 33.3.0028205-0
Corporate Taxpayer ID (CNPJ/MF) 08.807.432/0001-10
Publicly-Held Company
MINUTES OF THE EXTRAORDINARY MEETING HELD ON JULY 3, 2012
1.
DATE, TIME AND VENUE: On July 3, 2012, at 11:00 a.m., at the headquarters of Estácio Participações
S.A. (”Company”) at Avenida Embaixador Abelardo Bueno, 199, sala 601, Barra da Tijuca, in the city
and state of Rio de Janeiro.
2.
CALL NOTICE AND PUBLICATIONS: The Call Notice was published in the Valor Econômico - Edição
Nacional, in the issues of June 18, 2012, page B2, June 19, 2012, page C11 and June 20, 2012, page
C8 and the Diário Oficial do Estado do Rio de Janeiro, Parte V, in the issues of June 18, 2012, page
20, June 19, 2012, page 19 and June 25, 2012, page 15; in accordance with Article 124 of Law
6404/76. The documents and information related to the agenda were made available to
shareholders at the Company's headquarters and on the website of the Brazilian Securities and
Exchange Commission (CVM), pursuant to Article 133 of Law 6404/76 and CVM Instruction 481/09.
3.
ATTENDANCE: Shareholders representing 51.49103% of the Company’s voting capital, as per the
signatures in the Attendance Book. Also present were members of the Company's Board of
Directors, Administration and Fiscal Council, João Baptista de Carvalho Athayde, Rogério Frota
Melzi and Rodrigo Magela Pereira, respectively. Amilcar de Castro (a representative of Apsis
Consultoria Empresarial Ltda.) was also in attendance.
4.
PRESIDING BOARD João Baptista de Carvalho Athayde (Chairman); Alexandre Mellão Hadad
(Secretary).
5.
AGENDA: (i) to approve the acquisition of the shares representing the entirety of the capital stock of
UBUnisãoluis Educacional S.A. (“Unisãoluis”), which maintains Faculdade de Ciências Humanas e
Sociais Aplicadas (The Human and Applied Social Sciences College - FACSÃOLUIS), an institution
headquartered in the city of São Luis, Maranhão State, through its indirect subsidiary Sociedade
Atual da Amazônia Ltda., taking note of the engagement of the specialized firm Apsis Consultoria
Empresarial Ltda. for the purpose of preparing the appraisal report pursuant to Article 256 of Law
[1]
Minutes of the Extraordinary Shareholders Meeting of Estácio Participações S.A.
held on July 3, 2012
6,404/76 (“LSA”), we well as ratification all of the actions and deliberations taken by the
Company’s Administration required to conclude the implementation of said acquisition; and (ii)
approve the capital increase, in the amount of three million, four hundred six thousand, three
hundred eight reais and ninety-eight cents (R$ 3,406,308.98), via the issuance of one hundred
eighty-two thousand, six hundred twenty-two (182,622) new nominative common shares, without
par value, approved by the Board of Directors on April 20, 2012, bringing the Company’s capital
stock to R$ 367,799,203.36, corresponding to 82,434,559 book-entry common registered
nominative shares, without par value, with the consequent adaptation of Article 5 of the
Company’s bylaws.
6.
RESOLUTIONS The meeting was installed and the attending shareholders unanimously waived the
reading of the agenda and approved the drawing up of these minutes in summary format, as well
as their publication without the signatures of the shareholders present, pursuant to Article 130 of
Law 6404/76 and Article 8, paragraph 4 of the Bylaws. Votes and protests will be received by the
Secretary and filed at the Company’s headquarters.
6.1. After preliminary clarifications, the Chairman put the items on the Agenda to the vote and the
shareholders resolved:
6.1.1. To approve, by a majority vote of those shareholders present, the contracting of Apsis
Consultoria Empresarial Ltda. (“Apsis”) as the specialized company for the purpose of
preparing the appraisal report pursuant to Article 256 of Law 6,404/76, as well as approve
by a majority vote of those shareholders present, the acquisition, by its indirect subsidiary
Sociedade Atual da Amazônia Ltda., the shares representing the entirety of the capital stock
of UB Unisãoluis Educacional S.A. (“Unisãoluis”), registered under Corporate Taxpayer ID
(CNPJ/MF) 03.816.792/0001-29. Unisãoluis maintains Faculdade de Ciências Humanas e
Sociais Aplicadas (The Human and Applied Social Sciences College - FACSÃOLUIS). The
amount of the investment is twenty eight million reais (R$28,000,000.00), with a portion
paid using financial resources and a portion paid through the assumption of debts and
general obligations. The Chairman explained that in view of the provisions in Article 256,
paragraph 2 of Law 6404/76, the resolution entitles shareholders to withdrawal rights and
the reimbursement of the amount corresponding to their shares. Said reimbursement will
be in accordance with the sole paragraph of Article 12 of the Company’s Bylaws, at
R$8.0191 per share, corresponding to the equity value per share, which is the lower value
between the shareholders’ equity and the Company’s economic value, in accordance with
the appraisal report prepared by Apsis. Dissenting shareholders to the acquisition of
Unisaoluis must contact (i) the Custody Agents of Companhia Brasileira de Liquidação e
Custódia – CBLC (“Custody Agents”), for shares held in custody by BM&FBOVESPA S.A. –
Securities, Commodities and Futures Exchange (“BM&FBOVESPA”); or (ii) branches of Itaú
Unibanco S.A. listed in the Call Notice and Participation Manual of this meeting, to express
their dissent and request the reimbursement for the common shares held by them, using
the proper form, within thirty (30) days of the publication of these minutes of the
extraordinary meeting.
[2]
Minutes of the Extraordinary Shareholders Meeting of Estácio Participações S.A.
held on July 3, 2012
6.1.2. To approve, by a majority of votes, the capital increase in the amount of R$ 3,406,308.98, via
the issuance of 182,622 new nominative common shares, without par value, approved by
the Board of Directors on April 20, 2012, bringing the Company’s capital stock to R$
367,799,203.36, corresponding to 82,434,559 book-entry common registered nominative
shares, without par value, with the consequent adaptation of Article 5 of the Company’s
bylaws, which now has the following wording: “Article 5 - The Company’s fully subscribed
and paid-in capital stock is R$367,799,203.36 (three hundred sixty-seven million, seven
hundred ninety-nine thousand, two hundred and three reais and thirty-six centavos),
divided into eighty-two million, two hundred fifty-one thousand, nine hundred thirty-seven
(82,434,559) common, registered book-entry shares with no par value.”
7.
CLOSURE: There being no further business to discuss, the meeting was adjourned for the drawing up
of these minutes in summary format, which were read, approved and signed by all the
shareholders present, by the Chairman and the Secretary, and then numbered, ratified and filed in
the Company’s records related to this meeting.
Rio de Janeiro, July 3, 2012
This is a free translation of the minutes filed in the Company’s records
Alexandre Mellão Hadad
Secretary
[3]
Minutes of the Extraordinary Shareholders Meeting of Estácio Participações S.A.
held on July 3, 2012