ANHANGUERA EDUCACIONAL PARTICIPAÇÕES S.A.
Corporate Taxpayer’s 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 DECEMBER 1, 2010
Date, Time and Venue: December 1, 2010 at 9:00 a.m. at Avenida Brigadeiro Faria Lima, nº 2055, 7 andar, CEP
01452-001, in the city and state of São Paulo.
Call Notice: The call notice was waived in view of the presence of all members of the Company’s Board of Directors.
Attendance: All members of the Board of Directors attended the meeting.
Presiding: Chairman: Alexandre Teixeira de Assumpção Saigh; and Secretary: Janaína Maluf Pichinin Pavan.
Agenda:
(i)
Pursuant to Article 10, paragraph 6, item (xii) of the Company’s Bylaws, to deliberate on the acquisition,
through the Company’s subsidiary Anhanguera Educacional Ltda., of an interest in SOCIEDADE EDUCACIONAL
PLÍNIO LEITE S/S LTDA., the controller of the post-secondary education institution, Centro Universitário Plínio Leite.
(ii)
Pursuant to Article 10, paragraph 6, item (xxvi) of the Company’s Bylaws, to deliberate on the provision of
a guarantee by the Company in relation to the acquisition of an interest in SOCIEDADE EDUCACIONAL PLÍNIO LEITE
S/S LTDA. by the Company’s subsidiary Anhanguera Educacional Ltda.
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(iii)
Pursuant to Article 10, paragraph 6 item (x) of the Company’s Bylaws, to deliberate on the exceptional
amendment to the way in which the Company and its subsidiary Anhanguera Educacional Ltda. are represented,
specifically for the purpose of signing the Share Purchase Agreement and Other Covenants, to be entered into with
SOCIEDADE EDUCACIONAL PLÍNIO LEITE S/S LTDA., and on the amendment of the articles of incorporation and any
other documents related to the acquisition of SOCIEDADE EDUCACIONAL PLÍNIO LEITE S/S LTDA.
(iv)
Pursuant to Article 10, paragraph 6, item (xv) of the Company’s Bylaws, to deliberate on the votes to be
given by the Company in the partners' meeting of the Company’s subsidiary Anhanguera Educacional Ltda.
regarding the acquisition of an interest in SOCIEDADE EDUCACIONAL PLÍNIO LEITE S/S LTDA.
Resolutions: After examining, discussing and reviewing the matters on the Agenda, the members of the Board of
Directors, unanimously and without restrictions, resolved to:
(i)
Approve the acquisition, through its subsidiary Anhanguera Educacional Ltda., a limited liability company
with headquarters at Alameda Maria Tereza, nº 2000, Bairro Dois Córregos, in the city of Valinhos, state of São
Paulo, inscribed in the roll of Corporate Taxpayers ID (CNPJ/MF) under no. 05.808.792/0001-49 and in the
Company Registry (NIRE) under no. 35.300.197.054, of all the shares representing the capital of SOCIEDADE
EDUCACIONAL PLÍNIO LEITE S/S LTDA., a limited liability general partnership with headquarters at Rua Visconde do
Rio Branco, 136, Centro, CEP 24020-000, in the city of Niterói, state of Rio de Janeiro, inscribed in the roll of
Corporate Taxpayers ID (CNPJ/MF) under no. 30.084.263/0001-97 (“UNIPLI”), the controller of the post-secondary
education institution, Centro Universitário Plínio Leite, through the signing of a Share Purchase Agreement and
Other Covenants, to be entered into with UNIPLI’s partners, under the terms and conditions presented to the
Board during this meeting.
(ii)
Approve the guarantee provided by the Company in regard to the acquisition resolved on in item (i) above,
through the signature, by the Company, as guarantor of the Share Purchase Agreement and Other Covenants to be
entered into with UNIPLI’s partners;
(iii)
Approve the exceptional amendment to the way in which the Company and the subsidiary Anhanguera
Educacional Ltda. are represented, specifically for the purpose of signing the Share Purchase Agreement and Other
Covenants, to be entered into with SOCIEDADE EDUCACIONAL PLÍNIO LEITE S/S LTDA., and on the amendment of
the articles of incorporation and any other documents related to the acquisition of SOCIEDADE EDUCACIONAL
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PLÍNIO LEITE S/S LTDA., which may be undertaken by any two executives of the Company and the subsidiary
Anhanguera Educacional Ltda., without the mandatory representation of their respective Chief Financial Officers.
(iv)
Approve the favorable vote of the Company’s representatives in the partners’ meeting of the subsidiary
Anhanguera Educacional Ltda. to deliberate on the acquisition of all of UNIPLI’s shares, under the terms of item (i)
above.
Given the approval of the above-mentioned items, the representatives of the Company and/or its subsidiary
Anhanguera Educacional Ltda. were authorized to execute any and all acts necessary for the completion of the
acquisition approved in item (i) above and any other of the above approvals, including but not limited to, voting in
the shareholders’ and/or partners’ meeting, taking all the necessary measures, signing any and all documents
related to the transaction, including contracts, representing the Company and/or its subsidiary Anhanguera
Educacional Ltda. with the respective real-estate registry offices, the registry of commerce and any other public
bodies, in order to transfer the shares and/or properties, and update any registration details if required.
Closure of the Meeting and Drawing up of the Minutes: There being no further business to discuss, these minutes
were drawn up, read, found to be in compliance and signed by all those present.
São Paulo, December 1, 2010
Presiding:
________________________________
________________________________
Alexandre Teixeira de Assumpção Saigh
Janaína Maluf Pichinin Pavan.
Chairman
Secretary
Members of the Board of Directors:
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________________________________
________________________________
Alexandre Teixeira de Assumpção Saigh
Luiz Otavio Reis de Magalhães
________________________________
________________________________
Otavio Lopes Castello Branco Neto
Antonio Carlos de Freitas Valle
________________________________
________________________________
Ângela Regina Rodrigues de Paula Freitas
Olimpio Matarazzo Neto
________________________________
Sergio Vicente Bicicchi
(Page of Signatures of the Minutes of the Board of Directors’ Meeting of Anhanguera Educacional Participações S.A., held on
December 1, 2010 at 09:00 a.m.).
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