Free Translation
ABRIL EDUCAÇÃO S.A.
CNPJ/MF no. 02.541.982/0001-54
NIRE no. 35.300.175.832
MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON MAY 8, 2015
1.
DATE, TIME AND VENUE: On May 8, 2015, at 15:00, at the Company’s headquarters
located at Avenida das Nações Unidas, 7.221, 1st floor, São Paulo – SP.
2.
CALL NOTICE AND PARTICIPANTS: The call notice was previously sent to all the
members of the Board of Directors of the Company, pursuant to article 18 of the Company’s Bylaws.
3.
CHAIRMAN AND SECRETARY: Fernando Shayer – Chairman; and Juliana Pereira –
Secretary.
4.
AGENDA AND RESOLUTIONS: The members of the Board of Directors resolved on the
following matters:
4.1.
to approve the drafting of these minutes in summary form;
4.2.
to approve, by unanimous vote, the Company’s Quarterly Financial Statements (Informações
Trimestrais – ITR) related to the first quarter of 2015 ended on March 31, 2015, which have
been prepared in accordance with the regulations issued by CVM;
4.3.
to put on record that, pursuant to section 11.6 of the stock-based compensation plan approved
in the Shareholders’ Meeting of the Company held on March 19, 2015 (“Stock-Based
Compensation Plan”), in view of the divergences concerning sections 4.2.1 and 6.1 of the
Stock-Based Compensation Plan, it shall prevail the rationale set forth in section 4.2.1, in a
manner that the term and conditions relating to the transfer of shares (which shall not, in any
case, be lower than three (3) annual allotments) shall be defined by the Board of Directors of
the Company or the Committee (as the case may be) in each program and/or agreement;
4.4.
to approve, by majority vote, in the context of the Stock-Based Compensation Plan, the 1st
Stock-Based Compensation Program of the Company (“1st Program”), attached hereto as
Exhibit I, which sets forth, among other matters, the total number of Company’s shares
comprised in the 1st Program, the corresponding vesting periods for the transfer of shares,
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Free Translation
restrictions on the sale and transfer of shares, applicable rules in case of resignation, death,
retirement or permanent disability of the eligible beneficiaries, always in accordance with the
terms and conditions set forth in the Stock-Based Compensation Plan;
4.5.
to approve, by majority vote, the list of Company’s beneficiaries designated to participate in
the 1st Program, as well as to authorize the execution by the Company of the corresponding
agreements with each one of such beneficiaries in connection with the transfer of shares;
4.6.
to put on record that the effective transfer of shares to the beneficiaries of the 1st Program is
subject to CVM’s previous approval, as required by CVM Instruction 10/80;
4.7.
to approve, by majority vote, the appointment of Mr. Fernando Shayer, Mr. Walter Iorio,
Mr. Vitor Francisco Miguita Paulino, and Mr. Alexandre Cunha Bagnoli, as members of
the Audit & Risk Committee of the Company (Comitê de Auditoria & Risco), with term of
office until the 2016 Annual Shareholders Meeting of the Company;
4.8.
to approve, by majority vote, the appointment of Mr. Fernando Shayer, Mr. José Carlos
Reis de Magalhães Neto, and Mr. Florian Bartunek, as members of the Culture &
Organization Committee of the Company (Comitê de Cultura & Organização), with term
of office until the 2016 Annual Shareholders Meeting of the Company; and
4.9.
to authorize the officers of the Company to take all the required measures in connection with
the resolutions approved in the items above.
5.
CLOSING: As there was nothing further to address, the meeting was finalized and these
minutes were drawn-up, read, approved and signed by the Directors present.
6.
SIGNATURES: Fernando Shayer – Chairman; Juliana Pereira – Secretary; Members of the
Board of Directors: Fernando Shayer (Chairman), José Carlos Reis de Magalhães Neto (ViceChairman), Gustavo Josef Wigman, Leonardo Almeida Byrro, Vitor Francisco Miguita Paulino, Fahad
Abdulla Al-Mana, Marcos Antônio Magalhães (Independent Member), Florian Bartunek (Independent
Member) and Wolfgang Stephan Schwerdtle (Independent Member).
São Paulo, May 8, 2015.
______________________________
Juliana Pereira
Secretary
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