ANHANGUERA EDUCACIONAL PARTICIPAÇÕES S.A.
Publicly-Held Company
Company Registry (NIRE): 35.300.184.092
Corporate Taxpayer ID (CNPJ/MF): 04.310.392/0001-46
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON APRIL 30, 2010
Date, Time and Place: On April 30, 2010, at 10:30 a.m., at the headquarters of Anhanguera
Educacional Participações S.A. (“Company”), located in the city of Valinhos, state of São Paulo, at
Alameda Maria Tereza, nº 2.000, sala 06.
Attendance: Shareholders representing more than 2/3 (two-thirds) of the Company’s voting
capital stock, as per signatures in the Company’s Shareholders’ Attendance Book. Also present the
members of the Company’s Management and of the Fiscal Council, as well as representatives of
KPMG Auditores Independentes, responsible for the Company’s independent audit.
Call Notice and Publications: Call Notice published in the Diário Oficial do Estado de São Paulo
(Official Gazette of the State of São Paulo) on April 15, 16 and 17, 2010 and in the Valor
Econômico newspaper on April 15, 16 and 19, 2010. The Financial Statements, the Management
Report and the Independent Auditors’ Report were published in the issues of March 23, 2010 in
the Diário Oficial do Estado de São Paulo and in the Valor Econômico newspaper. The instruments
required under CVM Rule 481/2009 were also disclosed to the market.
Presiding Board: Chairman: Mr. Luiz Otavio Reis de Magalhães; and the Secretary: Mrs. Mônica
Nunes Teixeira Pinto.
Agenda: (i) to analyze the management’s accounts, examine, discuss and resolve on the
Company’s financial statements for the fiscal year ended on December 31, 2009; (ii) to resolve
on the proposal for fiscal year’s net income allocation and distribution of dividends; (iii) to elect
the members of the Company’s Board of Directors; (iv) to install the Company’s Fiscal Council,
to elect its members and establish its overall annual compensation ; (v) to establish the
maximum overall annual compensation of the Company’s management for fiscal year 2010;
Reading of Documents, Receipt of Votes and Drawing up of Minutes: (1) The reading of
documents related to the agenda to be resolved at the Annual General Meeting was waived by
unanimous vote, since all shareholders are fully aware of them; (2) possible declaration of
votes, disagreement or protest made shall be listed, received and notarized by the Presiding
Board and filed at the Company’s headquarters, as provided for in Article 130, Paragraph 1, Law
6,404/76; (3) Authorized the drawing up of these minutes in summary format and its publication
with the omission of all shareholders’ signatures, as provided for in Article 130, Paragraphs 1
and 2, Law 6,404/76, respectively.
Resolutions: After the examination and discussion of matters on the agenda: (i) The
management’s accounts and the Company’s Financial Statements for the fiscal year ended on
December 31, 2009, duly accompanied by the Independent Auditors’ Report and the
Management Report, were examined, discussed and approved, by unanimous vote of those in
attendance, with no restrictions, and with the abstention of those impeded from voting; (ii) the
Executive Board’s proposal included in the Company’s Financial Statements and in the document
disclosed in compliance with CVM Rule 481/2009, was approved, by unanimous vote of those in
attendance, with no restrictions, being analyzed and approved by the Board of Directors, for the
net income allocation, with (a) two million, four hundred an fifteen thousand, eight hundred and
seven reais and seventy-one centavos (R$2,415,807.71) allocated for the recording of a legal
reserve; (b) four hundred and fifty-nine thousand and three reais and forty-seven centavos
(R$459,003.47) allocated to shareholders as dividend payment, to be paid in up to sixty (60)
days as of this date, being settled that the shares will be traded ex-dividends as of May 1, 2010;
(c) retention of forty-five million, four hundred and forty-one thousand , three hundred and
forty-three reais and eleven centavos (R$45,441,343.11) for the recording of a Profit Retention
Reserve, pursuant to the capital budget proposal presented to shareholders and filed in the
Company’s headquarters, which is approved by unanimous vote and with no restriction of those
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in attendance; (iii) After presenting the respective curriculums to the attending shareholders,
were reelected, by the majority of votes, with no restrictions, for the positions of Board of
Directors’ members, with a unified term of one (1) year, which shall be extended until the next
Annual General Meeting to be held in 2011, with the possibility of reelection of, (a) Alexandre
Teixeira de Assumpção Saigh, Brazilian, married, business administrator, identification card
(RG/SSP/SP) 9.519.415, individual taxpayers’ ID (CPF/MF) 116.834.178-79, resident and
domiciled in the city and state of São Paulo, with office at Avenida Brigadeiro Faria Lima, nº
2.055, 7º andar, for the position of Chairman of Board of Directors; (b) Luiz Otavio Reis de
Magalhães,
Brazilian,
married,
business
administrator,
identification
card
(RG/SSP/SP) 6.501.653, individual taxpayers’ ID (CPF/MF) 053.187.248-33, resident and
domiciled in the city and state of São Paulo, with office at Avenida Brigadeiro Faria Lima,
nº 2.055, 7º andar, for the position of Vice Chairman of Board of Directors; (c) Otavio Lopes
Castello Branco Neto, Brazilian, married, business administrator, identification card
(RG/SSP/SP) 6.000.700-X, individual taxpayers’ ID (CPF/MF) 055.240.348-20, resident and
domiciled in the city and state of São Paulo, with office at Avenida Brigadeiro Faria Lima,
nº 2.055, 7º andar; (d) Antonio Carlos de Freitas Valle, Brazilian, married, business
administrator, identification card (RG/SSP/SP) 6.602.793, individual taxpayers’ ID (CPF/MF)
011.205.238-00, resident and domiciled in the city and state of São Paulo, with office at Avenida
Brigadeiro Faria Lima, nº 2.277, 16º andar, Jardim Paulistano; (e) Angela Regina Rodrigues
de Paula Freitas, Brazilian, married, architect, identification card (RG/SSP/SP) 6.569.092,
individual taxpayers’ ID (CPF/MF) 031.986.918-00, resident and domiciled in the city and state
of São Paulo, with office at Rua Casa do Ator, nº 99, Vila Olímpia; (f) Olimpio Matarazzo
Neto, Brazilian, married, business administrator, identification card (RG/SSP/SP) 5.396.438,
individual taxpayers’ ID (CPF/MF): 010.076.218-26, resident and domiciled in the city and state
of São Paulo, with office at Avenida Brigadeiro Faria Lima, nº 2.055, 7º andar; and (g) Sergio
Vicente Bicicchi, Brazilian, divorced, business administrator, identification card
(RG/SSP/SP) 2.715.114-1, individual taxpayers’ ID (CPF/MF) 007.499.158-20, resident and
domiciled in the city and state of São Paulo, with office at Avenida Angélica, nº 1.832, 2º andar.
Mr. Sergio Vicenti Bicicchi is an Independent Member, as defined by the Level 2 Listing
Regulations of the Bolsa de Valores de São Paulo S.A. – BVSP, with duly compliance of the
minimum percentage of twenty per cent (20%) required in the said Regulation. The Board of
Directors’ members herein elected, declared that they are not, under any circumstances
provided for by law, impeded from holding the position of members of the Company’s Board of
Directors. It is settled that the members herein elected shall take office up to thirty (30) days as
of this date upon signature of ownership terms drawn up in the Book of Minutes of Board of
Directors’ Meetings; (iv) Pursuant to Article 161 of Law 6,404/76 and to CVM Rule 324/00, the
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Company’s Fiscal Council was installed for fiscal year 2010, which shall be composed by three
(3) sitting members and an equal number of alternates, having being reelected, by unanimous
vote of those in attendance, with no restrictions, with unified term of one (1) year, which shall
be extended until the Annual General Meeting to be held in fiscal year 2011, Messrs.: (a) Jose
Antonio Ramos, Portuguese, married, business administrator, identification card (RNE)
W498167-U (CGPI/DIREX/DPF), individual taxpayers’ ID (CPF/MF): 368.135.678-53, resident
and domiciled in the city and state of São Paulo, at Avenida Macuco, nº 417, apartamento 213;
(b) Wagner Mar, Brazilian, divorced, economist, lawyer and accountant, identification card
(RG/SSP/SP) 3.126.884-5, individual taxpayers’ ID (CPF/MF) 114.324.978-04, the BAR
Association of São Paulo (OAB/SP) 151.431 and Regional Accounting Council of São Paulo
(CRC/SP) 50.198, resident and domiciled in the city and state São Paulo, at Rua Correia Dias, nº
184, 7º andar, Paraíso, CEP 04104-000; and (c) Walter Mallas Machado de Barros,
Brazilian, married, economist and accountant, identification card (RG/SSP/SP) 2.654.694,
individual taxpayers’ ID (CPF/MF) 045.525.048-00, in the Regional Economic Council
(CORECON) 2758 and in the Regional Accounting Council of São Paulo (CRC/SP) 73.943,
resident and domiciled in the city and state of São Paulo, at Avenida Barão de Monte Mor, nº
94, apartamento 151, Real Parque, Morumbi, CEP 05687-010, having as their alternates the
Messrs.: (a) Raul Todão Filho, Brazilian, married, accountant, identification card
(RG/SSP/SP) 8.467.449 (SSP/SP), individual taxpayers’ ID (CPF/MF) 811.136.768-68, resident
and domiciled in the city of São Bernardo do Campo, state of São Paulo, with office at Rua
Tabatinguera, nº 140, conjunto 1.405, CEP 01020-000; (b) Marcello Lopes dos Santos,
Brazilian, married, accountant, identification card (RG/SSP/SP) 18.316.332, individual taxpayers’
ID (CPF/MF) 084.221.898-01 and in the Regional Accounting Council of São Paulo (CRC/SP):
18842/0-2, resident and domiciled in the city and state of São Paulo, at Rua Correia Dias, nº
184, 6º andar, Paraíso, CEP 04104-000; and (c) Fernando Cesar Boarati Júnior, Brazilian,
married, lawyer, identification card (RG) 24.531.432-5, individual taxpayers’ ID (CPF/MF)
172.065.558-88 and BAR Association of São Paulo (OAB/SP) 151.845, resident and domiciled in
the city and state of São Paulo, at Rua Correia Dias, nº 184, 7º andar, Paraíso, CEP 04104-000.
Fiscal Council members, both sitting and alternate members, shall take office in up to thirty (30)
days as of this date, after attesting to the Board of Directors to be in compliance with the
requirements provided for in Article 162 of Law 6,404/76, as well as after signing the instrument
of ownership drawn up in the Book of the Minutes of Fiscal Council’s Meetings. The Fiscal
Council herein installed will be governed by the Fiscal Council’s Internal Charter. Due to Fiscal
Council’s installation, the individual compensation of each Fiscal Council sitting member in the
amount of ten per cent (10% ) of the compensation paid, on average, to each of the Company’s
Executive Officers, pursuant to Article 162, paragraph 3, of Law 6,404/76 was approved by
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unanimous vote of those in attendance, without restrictions,; (v) To Approve, by majority of
votes of those in attendance, without restrictions, the settlement of an overall annual
compensation of members of the Board of Directors and Executive Board for 2010, in the
amount of twelve million, forty hundred thousand reais (R$12,400,000.00), with the allocation
of up to two hundred thousand (R$200,000.00) to the compensation of Board of Directors’
members and up to twelve million, two hundred thousand reais (R$12,200,000.00) to the
compensation of Executive Board members, being the Board of Directors’ responsibility to
resolve on the individual allocation of the overall annual compensation of the members of the
Board of Directors and Executive Board.
Closure: There being no further matters on the agenda, the meeting was adjourned and the
minutes were drawn up in summary format. After the recommencement of proceedings, these
minutes were read, approved and signed by all those in attendance.
Valinhos, April 30, 2010
Presiding Board:
____________________________________
________________________________
Luiz Otavio Reis de Magalhães
Mônica Nunes Teixeira Pinto.
Chairman
Secretary
Shareholders:
____________________________________
Marcos Lima Verde Guimarães Junior
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________________________________
José Augusto Gonçalves de Araújo
Teixeira
________________________________
________________________________
Luiz Otavio Reis de Magalhães
Fundo de Educação para o Brasil - FIP
Luiz Otavio Reis de Magalhães
________________________________
Antonio Carbonari Netto
RUSSELL INVESTMENT COMPANY EMERGING MARKETS FUND; BLACKROCK LATIN
AMERICA FUND, INC; JANUS WORLDWIDE FUND; THE FORD FOUNDATION; FIDELITY
EMERGING MARKETS FUND; NATIONAL ELEVATOR INDUSTRY PENSION PLAN; CAISSE
DE DEPOT ET PLACEMENT DU QUEBEC; MFS VARIABLE INSURANCE TRUST II - MFS
EMERGING MARKETS EQUITY PORTFOLIO; THE GBC INTERNATIONAL GROWTH
FUND; FLORIDA RETIREMENT SYSTEM TRUST FUND; THE MASTER T B OF JAPAN LTD
RE MTBC400035147; COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL
EMPLOYEES´ RETIREMENT SYSTEM; RAYTHEON COMPANY MASTER TRUST; JANUS
INSTITUTIONAL INTERNATIONAL EQUITY PORTFOLIO; GENERAL CONFERENCE
CORPORATION OF SEVENTH-DAY ADVENTIST; THE BRAZIL VALUE AND GROWTH
FUND; CENTRAL STATES SOUTHEAST SOUTHWEST A PE FD; TEACHER RETIREMENT
SYSTEM OF TEXAS; MUNICIPAL EMPLOYEES ANNUITY AND BENEFIT FUND OF
CHICAGO; POLICEMEN S ANNUITY A B F C OF CHICAGO; THE MONETARY AUTHORITY
OF SINGAPORE; NORTHWESTERN M S FUND INC INTL GR PORTFOLIO; FIDELITY G T
FOR E B P: FIDELITY E M C POOL; STATE OF CONNECTICUT RETIREMENT PLANS AND
TRUST FUNDS; T MT TR B OF JPN LTD AS TR O MTBC400035139; SCOTIA LATIN
AMERICAN GROWTH FUND; KANSAS PUBLIC EMPLOYEES RETIREMENT SYSTEM;
STATE OF NEW JERSEY COMMON PENSION FUND D; JANUS ASPEN SERIES
WORLDWIDE PORTFOLIO; I.A.M. NATIONAL PENSION FUND; WILMINGTON
INTERNATIONAL EQUITY FUND SELECT, L.P.; RAILWAYS PENSION TRUSTEE
COMPANY LIMITED; SSM HEALTH CARE PORTFOLIO MANAGEMENT COMPANY;
WILLIAM BLAIR EMERGING MARKETS GROWTH FUND; THE MASTERS SELECT
INTERNATIONAL FUND; PACIFIC LIFE FUNDS PL EMERGING MARKETS FUND;
DIMENSIONAL FUNDS PLC; IBM DIVERSIFIED GLOBAL EQUITY FUND; WILLIAM BLAIR
6
INTERNATIONAL SMALL CAP GROWTH FUND; CAVENDISH WORLDWIDE FUND; DGAM
EAFE EQUITY FUND L.P.; THE HONEYWELL INTERNATIONAL INC. MASTER
RETIREMENT TRUST; MFS VARIABLE INSURANCE TRUST II - MFS MID CAP GROWTH
PORTFOLIO; MFS VARIABLE INSURANCE TRUST - MFS MID CAP GROWTH; EATON
VANCE STRUCTURED EMERGING MARKETS FUND; MFS MERIDIAN FUNDS - EMERGING
MARKETS EQUITY FUND; JANUS INTERNATIONAL EQUITY FUND; MARSICO FLEXIBLE
CAPITAL FUND; ROYCE VALUE TRUST, INC.; CAPITAL INTERNATIONAL INTERNATIONAL EQUITY; BLACKROCK STRATEGIC FUND - BLACKROCK LATIN
AMERICA; NORTHWESTERN MUTUAL SERIES FUND, INC. - EMERGING MARKETS
EQUITY PORTFOLIO; ALPINE GLOBAL DYNAMIC DIVIDEND FUND; ALPINE DYNAMIC
DIVIDEND FUND; STATE OF NEW MEXICO EDUCATIONAL RETIREMENT BOARD;
PYRAMIS EMERGING MARKETS EQUITY TRUST; FIDELITY INVESTMENT TRUST:
FIDELITY TOTAL INTERNATIONAL EQUITY FUND; BARON GROWTH FUND; FIDELITY
CANADIAN GROWTH COMPANY FUND; VARIABLE INSURANCE PRODUCTS FUND IV:
EMERGING MARKETS PORTFOLIO; JANUS ADVISER INTERNATIONAL FORTY FUND;
MFS VARIABLE INSURANCE TRUST II -MFS NEW DISCOVERY PORTFOLIO; MFS
VARIABLE INSURANCE TRUST- MFS NEW DISCOVERY SERIES; FORTIS L FUND EQUITY
BRAZIL; FORTIS L FUND EQUITY LATIN AMERICA; FIDELITY INVESTMENT TRUST:
FIDELITY SERIES EMERGING MARKETS FUND; BARON INTERNATIONAL GROWTH
FUND; MFS MERIDIAN FUNDS - LATIN AMERICAN EQUITY FUND; EMERGING MARKETS
SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE FUND B; EMERGING
MARKETS SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE FUND; BARON
RETIREMENT INCOME FUND; ING BARON SMALL CAP GROWTH PORTFOLIO; COX
ENTERPRISES INC MASTER TRUST; CAPITAL INTERNATIONAL EMERGING MARKETS
FUND; EMERGING MARKETS GROWTH FUND INC; FIDELITY INVESTMENT TRUST:
FIDELITY EMERGING MARKETS FUND; T.ROWE PRICE INTERNATIONAL FUNDS:
T.ROWE PRICE LATIN AMERICA FUND; CAPITAL GUARDIAN EMERGING MARKETS
EQUITY FUND FOR TAX-EXEMPT TRUSTS; CAPITAL GUARDIAN EMERGING MARKETS
RESTRICTED EQUITY FUND FOR TAX-EXEMPT TRUSTS; OPPENHEIMER DEVELOPING
MARKETS FUND; MFS INTERNATIONAL NEW DISCOVERY FUND; CAPITAL GUARDIAN
EMERGING MARKETS EQUITY MASTER FUND; CAPITAL INTERNATIONAL ALL
COUNTRIES FUND; T.ROWE PRICE FUNDS SICAV; CAPITAL GUARDIAN ALL COUNTRY
WORLD (EX-US) EQUITY MASTER FUND; CAPITAL GUARDIAN ALL COUNTRY WORLD
(EX-US) EQUITY FUND FOR TAX-EXEMPT TRUST; CAPITAL GUARDIAN ALL COUNTRY
WORLD EQUITY F FOR TAX-EXEMPT T WHOSE TRUSTEE IS C GUARDIAN TRT
COMPANY; FIDELITY ADVISOR SERIES VIII: FIDELITY ADVISOR EMERGING MARKETS
7
FUND; CAPITAL GUARDIAN EMERGING MARKETS EQUITY DC MASTER FUND;
JNL/CAPITAL GUARDIAN GLOBAL BALANCED FUND; VANGUARD INTERNATIONAL
EXPLORER FUND; MFS MID CAP GROWTH FUND; CAPITAL INTERNATIONAL FUND;
MFS DIVERSIFIED TARGET RETURN FUND; FIDELITY CENTRAL INVESTMENT
PORTFOLIOS LLC: FIDELITY EMERGING MARKETS EQUITY CENTRAL FUND.
____________________________________
By Mr. Eduardo Augusto Silveira
(These signatures belong to the Minutes of the Annual General Meeting of Anhanguera Educacional
Participações S.A. held on April 30, 2010).
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