KROTON EDUCACIONAL S.A.
Publicly-held Company
Corporate Taxpayer’s ID (CNPJ/MF): 02.800.026/0001-40
Company Registry (NIRE): 31.300.025.187
MINUTES OF THE 51st MEETING OF THE BOARD OF DIRECTORS
HELD ON MAY 16, 2011
1.
DATE, TIME AND VENUE. Held at the headquarters of Kroton Educacional S.A.
(“Company”), at Rua Santa Madalena Sofia, n. 25, 4º andar, sala 01, in the city of Belo Horizonte,
state of Minas Gerais, CEP: 30.380-650, Bairro Vila Paris, at 10:00 a.m. on May 16, 2011.
2.
CALL NOTICE AND ATTENDANCE. The call notice was waived, pursuant to Paragraph 3
of Article 21 of the Company’s Bylaws, given the attendance of all Board members, whether in
person or via conference call, pursuant to Article 21, Paragraph 1 of the Company’s Bylaws.
3.
PRESIDING BOARD. Chairman: Walfrido Silvino dos Mares Guia Neto. Secretary:
Leonardo Augusto Leão Lara.
4.
AGENDA. Resolve on the following items:
(i)
authorize an initial public offering of initially, eighteen million, five hundred thousand
(18,500,000) share deposit certificates ("Units"), each representing 1 common share and 6
preferred shares, all registered, book-entry shares without par value and free and unencumbered
by any burden or obligation (“Initial Offering”) and the secondary offering of Units issued by the
Company and held by the Selling Shareholders (“Secondary Offering”) to be held in Brazil, on the
unorganized over-the-counter market, in accordance with the terms of Brazilian Securities and
Exchange Commission (“CVM”) Rule 400, dated December 29, 2003, as amended (“CVM Rule
400”), to be coordinated by Banco Itaú BBA S.A. ("Itaú BBA" or "Lead Coordinator"), Banco BTG
Pactual S.A. (“BTG Pactual”), Banco Santander (Brasil) S.A. (“Santander”) and Banco Bradesco
BBI S.A. (“Bradesco BBI” and, together with the Lead Coordinator, BTG Pactual and Santander
“Offer Coordinators”) and with the participation of intermediary institutions authorized to operate
on the BM&FBovespa S.A. – Securities, Commodities and Futures Exchange and invited by the Offer
Coordinators (“Consortia Institutions” and “BM&FBOVESPA”, respectively, while the Consortium
Institutions and Offer Coordinators, as a whole, will be known as “Institutions Participating in the
Offering”). Simultaneously, Itau BBA USA Securities Inc., BTG Pactual US Capital Corp, Santander
Investment Securities Inc. and Bradesco Securities, Inc (“International Placement Agents”),
together with other contracted financial institutions will put in efforts for the placement of Units
abroad for qualified institutional investors resident and domiciled in the United States of America, in
accordance with Rule 144A of the Securities Act of 1993, as amended (“Rule 144A” and “Securities
Act" respectively) in operations exempt from prior registration laid out in the Securities Act, and for
investors in other countries, excluding Brazil and the United States of America, in accordance with
procedures laid out in Regulation S of the Securities Act (“Regulation S”), pursuant to legislation
applicable in the country each investor is domiciled, and, in all cases, through investments
mechanisms regulated by the National Monetary Council (“CMN”), Brazilian Central Bank (“BACEN”),
the CVM and other applicable Brazilian legislation, in accordance with the International Placement
Facilitation Agreement (“Placement Facilitation Agreement” and “Offer”);
(ii)
in accordance with the terms of article 24 of CVM Rule 400, the total number of Units to be
initially offered (excluding Units in the over-allotment issue) may be increased by up to 15% under
the same conditions and at the same price as initially offered Units (“Units in the over-allotment
issue”), depending on the option granted by Kroton to BTG Pactual, which will be allocated to
meeting excess demand resulting from the Offering itself (“Over-allotment Rights”). BTG Pactual
will have the exclusive right, from the date the Issue Agreement is executed for a period of up to
30 days, including the date of the Beginning Notice publication, to exercise its over-allotment rights,
in full or partially and at one or more times, after having notified the other Offer Coordinators and
as long as the over-allotment decision has been made through an agreement among the Offer
Coordinators at the moment the Unit price has been fixed.
(iii)
in accordance with the terms of article 14, paragraph 2 of CVM Rule 400, the total number
of Units to be initially offered (excluding Units in the over-allotment issue) may, upon the discretion
of Kroton and/or its Selling Shareholders, in common agreement with the Offer Coordinators, be
increased by up to 20% of initially offered Units, under the same conditions and at the same price
as initially offered Units.
(iv)
in accordance with article 172, item I of Law 6,404, dated December 15, 1976, as amended
(“Brazilian Corporation Law”), the exclusion of preemptive rights of the Company's current
shareholders in the subscription of common and preferred shares represented by Units purpose of
the Initial Public Offering; and
(v)
authorize the Company’s Board of Executive Officers to take any and all measures
necessary to carry out the Offering, approving of all actions already performed thereby, including
the hiring of professional companies to provide services essential to the Offering.
5.
RESOLUTIONS MADE UNANIMOUSLY. After analysis and discussion of the material on
the agenda, the members of the Board of Directors unanimously resolved to:
(i)
approve the Offering, in accordance with the terms of item 4.(i), (ii) and (iii) above.
(ii)
in accordance with article 172, item I of the Brazilian Corporation Law, approve the
exclusion of preemptive right of the Company's current shareholders in the subscription of common
and preferred shares represented by Units purpose of the Initial Offering; and
(iii)
authorize the Company’s Board of Executive Officers to take any and all steps necessary to
carry out the Offering, particularly, as the Company’s representative with the CVM, BACEN and
BM&FBOVESPA, to conduct any acts and/or negotiate and sign any agreements, notices,
notifications, certificates, documents or instruments required or appropriate for the Officering,
including, but not limited to, the Coordination, Placement and Underwriting Agreement of the
Settlement of Stock Deposit Certificates – Units Issued by Kroton Educacional S.A., Service
Agreements for the Stabilization of the Price of Stock Deposit Certificates – Units Issued by Kroton
Educacional S.A. and the Placement Facilitation Agreement, in addition to approving all actions
already performed by the Company’s Board of Executive Officers and focused on conducing the
Offering, including the hiring of Coordinators for the Offering, as well as International Placement
Agents to put in placement efforts abroad, legal advisors Mattos Filho, Veiga Filho, Marrey Jr. e
Quiroga Advogados and the auditors Deloitte Touche Tohmatsu Auditores Independentes.
6.
DRAWING UP OF THE MINUTES. The drawing up of these minutes was approved in
summary form, in accordance with article 130, paragraph 1, of Brazilian Corporation Law.
7.
CLOSURE There being no further business to address, the meeting was adjourned;
minutes were drawn up, read, approved and duly signed. Presiding Board: Chairman: Walfrido
Silvino dos Mares Guia Neto. Secretary: Leonardo Augusto Leão Lara. Attending Board
Members: Evando José Neiva; Juan Pablo Zucchini; Júlio Fernando Cabizuca; Luiz Aníbal de Lima
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Fernandes; Luiz Antônio de Moraes Carvalho; Newton Maia Salomão Alves; Patrice Philippe
Nogueira Baptista Etlin; Walfrido Silvino dos Mares Guia Neto; Altamiro Belo Galindo.
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Belo Horizonte, May 16, 2011
This is a free English translation of the minutes of the Board Of Directors’ Meeting of Kroton
Educacional S.A. held on May 16, 2011 and filed at the Company’s records.
Walfrido Silvino dos Mares Guia Neto
Chairman
Leonardo Augusto Leão Lara
Secretary
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