ESTÁCIO PARTICIPAÇÕES S.A.
CORPORATE TAXPAYER ID (CNPJ/MF): 08.807.432/0001-10
COMPANY REGISTRY (NIRE): 33.3.0028205-0
PUBLICLY-HELD COMPANY
MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON MARCH 13, 2012
1.
DATE, TIME AND VENUE: On March 13, 2012, at 5:00 p.m., at the headquarters of Estácio Participações S.A.
(“Company”), located at Av. Emb. Abelardo Bueno, 199, 6º andar, Barra da Tijuca, in the City and State of Rio de
Janeiro.
2.
ATTENDANCE: Messrs. Antônio Carlos Augusto Ribeiro Bonchristiano, João Baptista de Carvalho Athayde, Marcel
Cleofas Uchôa Cavalcanti, Fersen Lamas Lambranho, João Cox Neto, Teodora Sol Constantino Barone and
Maurício Luis Luchetti, representing all members of the Board of Directors.
3.
PRESIDING BOARD: Mr. Antônio Carlos Augusto Ribeiro Bonchristiano (Chairman) and Mr. João Baptista de
Carvalho Athayde (Secretary).
4.
AGENDA: Analyze the resignations submitted by members of the Board of Directors and Board of Executive
Officers, as well as resolve on the election of deputy member at the Board of Directors, its new Chairman and
Vice Chairman and, lastly, elect the members of the Board of Executive Officers, combining the terms of office at
both boards.
5.
RESOLUTIONS: By unanimous vote and without restrictions, the board members resolved:
(i)
To approve the resignation of Mr. Fersen Lamas Lambranho to the position as member of the Board of
Directors, thanking him for valuable services rendered to the Company;
(ii)
In replacement of Mr. Fersen Lamas Lambranho, to elect for the remaining term of office, Mr. EDUARDO
ALCALAY, Brazilian citizen, married, business administrator, identity card (RG) 8.956.230, individual
taxpayer register (CPF/MF): 148.080.298-04, resident and domiciled in the City and State of São Paulo,
with business address at Av. Brigadeiro Faria Lima, 3.900, 7º. Andar, Itaim, in the City and State of São
Paulo, who takes his office herein;
(iii) To elect Messrs. Eduardo Alcalay and Antônio Carlos Augusto Ribeiro Bonchristiano, as Chairman and
Vice Chairman of the Board of Directors, respectively;
(iv) To analyze the resignation of Mr. Eduardo Alcalay to the position as the Company’s Chief Executive
Officer, thanking him for valuable services rendered;
(v)
To elect Mr. ROGÉRIO FROTA MELZI, Brazilian citizen, single, engineer, identity card (RG): 21581101-X,
individual taxpayer register (CPF/MF): 181.390.288-78, resident and domiciled in the City and State of
Rio de Janeiro, with business address at Av. Embaixador Abelardo Bueno, 199, 6º Andar, in the City and
State of Rio de Janeiro, for the position of the Company’s Chief Executive Officer, cumulating the position
of Investor Relations Officer, who takes his office herein. His term of office will be the same of other
members of the Board of Executive Officers;
(vi) To elect Mr. VIRGÍLIO DELOY CAPOBIANCO GIBBON, Brazilian citizen, married, economist, identity card
(RG): 09868987-0, individual taxpayer register (CPF/MF): 047.659.437-55, resident and domiciled in the
City and State of Rio de Janeiro, with business address at Av. Embaixador Abelardo Bueno, 199, 6º Andar,
in the City and State of Rio de Janeiro, for the position of the Company’s Chief Financial Officer, who
takes his office herein. His term of office will be the same of other members of the Board of Executive
Officers;
(vii) To elect Mr. GILBERTO TEIXEIRA DE CASTRO, Brazilian citizen, married, engineer, identity card (RG):
05220572-1, individual taxpayer register (CPF/MF): 811.824.657-49, resident and domiciled in the City
and State of Rio de Janeiro, with business address at Av. Embaixador Abelardo Bueno, 199, 6º. Andar, in
the City and State of Rio de Janeiro, for the position of the Company’s Chief Operations Officer, who
takes his office herein. His term of office will be the same of other members of the Board of Executive
Officers;
(viii) In view of the aforementioned resolutions, the Company’s Board of Executive Officers now is composed
of: (a) ROGÉRIO FROTA MELZI, Brazilian citizen, single, engineer, identity card (RG): 21581101-X,
individual taxpayer register (CPF/MF): 181.390.288-78, for the position of Chief Executive Officer and
Investor Relations Officer; (b) VIRGÍLIO DELOY CAPOBIANCO GIBBON, Brazilian citizen, married,
economist, identity card (RG): 09868987-0, individual taxpayer register (CPF/MF): 047.659.437-55, for
the position of Chief Financial Officer; (c) MIGUEL FILISBINO PEREIRA DE PAULA, Brazilian citizen,
married, business administrator, identity card (RG): 5014147556, individual taxpayer register (CPF/MF):
315.491.100-63, for the position of People and Management Officer; (d) GILBERTO TEIXEIRA DE CASTRO,
Brazilian citizen, married, engineer, identity card (RG): 05220572-1, individual taxpayer register
(CPF/MF): 811.824.657-49, for the position of Chief Operations Officer; (e) JOÃO LUIS TENREIRO
BARROSO, Brazilian citizen, single, economist, identity card (RG): 042917518, individual taxpayer register
(CPF/MF): 506.464.277-68, for the position of Corporate Relations Officer; (f) PAULA CALEFFI, Brazilian
citizen, divorced, professor, identity card (RG): 28.002.901-8, individual taxpayer register (CPF/MF):
505.223.530-53, for the position of Education Officer; and (g) PEDRO JORGE GUTERRES QUINTANS
GRAÇA, Portuguese citizen, married, system analyst, foreigner’s identity card (RNE): W 464023-I,
individual taxpayer register (CPF/MF): 122.750.708-93, for the position of Market Officer, all of them
resident and domiciled in the City and State of Rio de Janeiro, with business address at Avenida
Embaixador Abelardo Bueno, nº 199, 6º andar, Barra da Tijuca, CEP 22775-040, in the City and State of
Rio de Janeiro. It is also stated herein that all members elected declare they are not impeded from
performing the positions to which they were elected.
6.
CLOSURE, DRAWING UP AND APPROVAL 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 attending board members and the
secretary.
This is a free English translation of the original minutes drawn up in the Company’s records.
Rio de Janeiro, March 13, 2012.
João Baptista de Carvalho Athayde
Secretary