ANHANGUERA EDUCACIONAL PARTICIPAÇÕES S.A.
Corporate Taxpayers’ ID. (CNPJ/MF): 04.310.392/0001-46
Company Registry (NIRE): 35.300.184.092
Publicly-Held Company
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON MARCH 25, 2011
Date, Time and Venue: On March 25, 2011 at 9:00 a.m., at Avenida Brigadeiro Faria Lima, nº 2055, 7º
andar, in the city and state of São Paulo.
Call Notice: Call notice was sent to the members of the Board of Directors on March 17, 2011, pursuant
to the Company’s Bylaws.
Attendance: The majority of the Board members were present.
Presiding Board: Chairman: Alexandre Teixeira de Assumpção Saigh; and Secretary: Janaína Maluf
Pichinin Pavan.
Agenda:
(i)
To deliberate on the opening, rectification, alteration and closure of the branches of the Company
and/or subsidiaries;
(ii) To ratify the signing of the Private Instrument of Release related to the Purchase and Sale of the
Property (Unit FAC 3, located on the Campinas-Mogi Mirim Highway in the city of Campinas in the
state of São Paulo);
1
(iii) To deliberate on the signing of the Amendment to the Private Share Purchase Agreement and
Other Covenants of Oeste Organização de Ensino Superior e Tecnologia Limitada (“FIZO”);
(iv) To deliberate on the acceptance of the resignation submitted by Mr. Oseas Rodolph Cancela dos
Santos Junior;
(v) To deliberate on the election of Members of the Audit Committee; and
(vi) To deliberate on the vote to be cast by the Company’s representatives at the meetings of the
partners of its subsidiaries on the resolutions taken regarding items (i), (ii), (iii) and (iv) above.
Resolutions: After a brief report was made on the work carried out, and after examining, discussing and
reviewing the matters on the agenda, the Board of Directors unanimously, without reservations, resolved:
(i)
Approve the opening and closure of the subsidiary Anhanguera Educacional Ltda.’s branch, as well
as the rectification, alteration and branch closure by the Company, as follows:
(a) opening of a branch by Anhanguera Educacional Ltda. at the following address: Rua
Presidente Arthur Bernardes, 398, Duque de Caxias, CEP 78043-365, Cuiabá, Mato Grosso.
(b) rectification of address of the Company’s branch located in Rio de Janeiro, Osasco and São
Paulo, as approved at the Board of Directors’ Meeting on September 14, 2010, at 10 a.m.
(“Minutes of September 14, 2010”), as follows:
the address was recorded in the Minutes of
September 14, 2010 as Rua Desembargador Viriato, nº 02, Centro, CEP 20030-090, Rio de
Janeiro, RJ (Company Registry No. (NIRE): 33.9.0109460-6), while the correct address should be
Rua Desembargador Viriato, nº 02, GRP de Salas 101, CEP 20030-090, Rio de Janeiro, RJ. The
address of the referred branch is thus rectified to incorporate the correct address mentioned
above.
(c) In the same Minutes of September 14, 2010 the following address were duplicated: (1) Rua
Clélia, nº 970, Água Branca, CEP 05042-000, São Paulo, SP, (Company Registry No. (NIRE)
35.9.0388167-4 and Company Registry No. (NIRE) 35.9.0388176-3); and (2) Rua Deputado
Emílio Carlos, nº 1.330, Vila Campesina, CEP 06028-005, Osasco, (Company Registry No. (NIRE)
35.9.0388168-2 and Company Registry No. (NIRE) 35.9.0388178-0). Thus, only one address
should be considered for each of the branches: Company Registry No. (NIRE) 35.9.0388167-4 for
2
the branch in Rua Clélia, nº 970, Água Branca, CEP 05042-000, São Paulo, SP, and Company
Registry No. (NIRE) 35.9.0388168-2 for the branch in Rua Deputado Emílio Carlos, nº 1.330, Vila
Campesina, CEP 06028-005, Osasco.
(d) to alter the address of the Company’s branch located in the city of Osasco, as per the Minutes
of September 14, 2010.
Thus, the address Rua Deputado Emílio Carlos, nº 1.330, Vila
Campesina, CEP 06028-005, Osasco, SP (Company Registry No. (NIRE) 35.9.0388168-2) was
altered to Rua Franz Voegeli, nº 900, Jardim Wilson, 3º Piso, Prédio 3, CEP 06020-190, Osasco,
SP.
(e) to alter the address of Diogo Moreira nº 132, 5º andar, Bairro Pinheiros, São Paulo, SP, CEP
05423-010 to Rua Diogo Moreira nº 132, 1º e 5º andar, Bairro Pinheiros, São Paulo, SP, CEP
05423-010 (Company Registry No. (NIRE) 35.9.0383324-6).
(f) to close the branches of the Company and its subsidiary Anhanguera Educacional Ltda. at the
following addresses:
(f.1) Closure of the Company’s branch located at Rua Duarte de Azevedo, nº 647,
Santana, CEP 02036-022, São Paulo, SP, whose opening was approved at the Board of
Directors’ Meeting held on September 14, 2010, at 10 a.m. (Company Registry No.
(NIRE) 35.9.0388170-4); and
(f.2) Closure of Anhanguera Educacional Ltda.’s branch located at Rua Aquidaban, nº
714, 1º andar, Bairro Centro, Rio Grande, RS, CEP 96200-480, whose opening was
approved by its Partners’ Meeting held on November 8, 2010, at 9 a.m. (Company
Registry No. (NIRE) 43.9.0132808-7).
(ii) Pursuant to Article 10, Paragraph 6, items (ix) and (xii) of the Company’s Bylaws, to ratify the
signing of the Private Instrument of Release related to the Purchase and Sale of the Property
(Unit FAC 3, located on the Campinas-Mogi Mirim Highway in the city of Campinas in the state of
São Paulo) dated October 18, 2010, in accordance with the terms and conditions presented to the
Board of Directors on this date, related to the Deed for the Purchase and Sale of Property with
Fiduciary Assignment executed on December 21, 2010, between Anhanguera Educacional Ltda.,
the Company (as the intervening guarantor) and HK Campinas Participações Ltda., in which Board
member Angela Regina Rodrigues de Paula Freitas holds indirect interest.
3
(iii) To approve the signing by Anhanguera Educacional Ltda. of the Amendment to the Private Share
Purchase Agreement and Other Covenants of Oeste Organização de Ensino Superior e Tecnologia
Limitada (“FIZO”), in accordance with the draft presented at this Board meeting.
(iv) To accept the resignation submitted by Mr. Oseas Rodolph Cancela dos Santos Junior, who held
the following positions: (a) Company’s Chief Administrative Officer; (b) Chief Administrative
Officer of Anhanguera Educacional Ltda.; (c) Administrative Officer of the Company’s indirect
subsidiary, Sociedade Educacional Plínio Leite S/S Ltda.; and (d) member of the Company’s Audit
Committee. The positions described in items (a), (b) and (c) above will remain temporarily vacant
until the indication and election of substitutes by the Board of Directors and/or Meeting of
Partners of the Subsidiaries, as applicable. For the position described in item (d) above, the Board
members elected new Audit Committee members, as per item (v) below:
(v) To approve the election of the Company’s Audit Committee members, namely: Mr. Rogério Dias
(currently Audit Manager at Anhanguera Educacional Ltda.), bearer of identification document
(RG) no. M-6.162.263 and individual taxpayer’s registration (CPF/MF) no. 767.384.346-34 and
Alessandro Tomazela (currently Shared Services Center Officer at Anhanguera Educacional Ltda.),
bearer of identification document (RG) no. 17.995.444-1 and individual taxpayer’s registration
(CPF/MF) no. 180.603.888-94, both with office address at Alameda Maria Tereza, nº 2000, in the
city of Valinhos, state of São Paulo. The duties of the elected members are already defined by
the Internal Regulations of the Audit Committee and hereby renounce any compensation for
exercising the function of Audit Committee members. The members hereby elected declare that
they are not convicted of any crime envisaged by law that impedes them from exercising
commercial activities and that they are aware of the provisions of Article 147 of Law 6,404 of
December 15, 1976. It is recorded that both will take office within thirty (30) from this date; and
(vi) To approve the casting of favorable votes by the Company’s representatives at the meetings of
the partners of the Company’s subsidiaries on the resolutions taken regarding items (i), (ii), (iii)
and (iv) above.
In light of the above approvals, the Board members decide to authorize the Board of Executive Officers to
perform all and any acts and sign all the documents necessary for carrying out the resolutions approved
herein.
4
Closure of the Meeting and Drawing up of the Minutes: There being no further issues to be
discussed, these Minutes were drawn up, read, found to be in compliance and signed by all those present.
Signatures: Presiding Board: Chairman: Alexandre Teixeira de Assumpção Saigh; and Secretary: Janaína
Maluf Pichinin. Board members: Alexandre Teixeira de Assumpção Saigh, Luiz Otavio Reis de Magalhães,
Otavio Lopes Castello Branco Neto, Ângela Regina Rodrigues de Paula Freitas and Olimpio Matarazzo
Neto.
This is a free translation of the Minutes drawn up in the Company’s records.
São Paulo, March 25, 2011.
Presiding Board:
________________________________
________________________________
Alexandre Teixeira de Assumpção Saigh
Janaína Maluf Pichinin Pavan
Chairman
Secretary
(Page of Signatures of the Minutes of the Board of Directors’ Meeting of Anhanguera Educacional
Participações S.A. held on March 25, 2011 at 9:00 a.m.).
5