ESTÁCIO PARTICIPAÇÕES S.A. CORPORATE REGISTRY ID (NIRE) 33.3.0028205‐0 – CNPJ/MF 08.807.432/0001‐10 – PUBLICLY‐HELD COMPANY MINUTES OF THE BOARD OF DIRECTORS’ MEETING HELD ON APRIL 29, 2010 1. Date, time and place: On April 29, 2010, at Estácio Participações S.A.’s headquarters (“Company”), located in the City and State of Rio de Janeiro, at Av. Embaixador Abelardo Bueno, 199, 6º andar, Barra da Tijuca, in the City and State of Rio de Janeiro, CEP 22775‐040. 2. Attendance: Messrs. Alcyr Cabral Simões; João Baptista de Carvalho Athayde; Victorio Fernando Bhering Cabral; Fersen Lamas Lambranho; Antônio Carlos Augusto Ribeiro Bonchristiano;, Marcelo Campos de Almeida; Guilherme B. Pereira de Sousa; Maurício Luis Luchetti, representing all the members of the Company’s Board of Directors. 3. Presiding Board: Mr. João Baptista de Carvalho Athayde (Chairman); Mr. Alcyr Cabral Simões (Secretary). 4. 5.
5.1.
Agenda: Analysis, deliberation and approval of the terms and conditions for the merger of the Company’s direct and indirect subsidiaries into IREP – SOCIEDADE DE ENSINO SUPERIOR, MÉDIO E FUNDAMENTAL LTDA., a subsidiary of the Company (“IREP”). (2) To authorize the increase in the Company’s capital stock through the issue of common shares, in order to allow the exercise of the options granted to participants of the Company's Stock Option Plan. The documents referring to the agenda were previously submitted to the analysis of Board Members and shall be filed at the Company’s headquarters. Resolutions: Once the documents associated with the proposal for Merger submitted by the Board of Executive Officers had been analyzed and discussed, the Directors took the following resolutions, by unanimous vote and without restrictions: Initially, the Company's Chief Executive Officer clarified that the purpose of the proposal for merger of the companies UNISSORI – UNIDADE DE ENSINO SUPERIOR MONTESSORI DE IBIÚNA S/C LTDA., Corporate Taxpayer’s ID (CNPJ/MF) 04.987.628/0001‐83 (“UNISSORI”), and CULTURA E EDUCAÇÃO DE COTIA LTDA., Corporate Taxpayer’s ID (CNPJ/MF) 65.705.311/0001‐00, (“CEC”) was to simplify controls and reduce administrative and operational costs, generating efficiency in the information flow and the management of the learning institutions controlled by the Company. It was also clarified that the aforementioned merger will improve the conditions for establishing overall goals for the activities developed by IREP and that there are no reasons why UNISSORI and CEC should be maintained as autonomous companies. The Directors also ratified the proposed merger operation, and the Company’s Board of Executive Officers was authorized to take all the measures related thereto. Also regarding the merger, the Directors authorized IREP’s management to perform any and all acts necessary to the implementation thereof, including filing the corporate documents referring to the operation at the proper registry offices, communicating the Ministry of Education about said operation, and maintaining the accounting books of the merged companies for the duration of the legal term, it being understood that IREP shall bear all the costs and expenses originated from this implementation. 5.2.
In accordance with Article 6 of the Company’s Bylaws, the Directors approved the Company’s private issue of 122,431 registered, non‐par, common shares, within the limit of authorized capital, in order to allow the exercise of the options granted to managers and employees participating of the Company’s Stock Option Plan approved by the Extraordinary General Meeting held on June 13, 2008 (the "Plan"), more specifically the Beneficiaries of the Company's First Stock Option Program approved by the Stock Option Plan Management Committee on July 11, 2009 (the “Program”), as well as the Amendments to the Program approved subsequently (the “Amendments”), with exclusion of the right of first refusal held by the Company’s remaining shareholders in view of the issue’s specific purpose, pursuant to the provisions in paragraph 3 of Article 171 of Law 6,404/76. a. The price to be paid for the registered, non‐par, common shares, issued and to be subscribed, under the aforementioned terms established pursuant to the Program and Amendments thereof corresponds, on this date, to sixteen reais and sixty‐four centavos (R$16.64) per share. b. The shares shall be subscribed by means of signing the appropriate subscription list, and the respective payment of shares shall be made upon delivering the corresponding amount in domestic currency to the Company within 30 days as of the present date. c. The registered, non‐par, common shares issued under the aforementioned terms shall be integrally entitled to dividends, interest on equity and any other types of compensation declared after the date when said shares are effectively subscribed and paid. d. As a result of the aforementioned issue, the Company’s capital stock shall be increased by two million, thirty‐seven thousand, two hundred fifty‐one reais and eighty‐four centavos (R$2,037,251.84). The capital increase resulting from the aforementioned private issue of shares shall be ratified by the next General Meeting held by the Company’s Shareholders. e. The Directors authorized the Board of Executive Officers to perform all the other acts required to render effective the resolutions contained herein. 6.
Closure, drawing up and approval of the minutes: There being no further matters to address, these minutes were drawn up, read, found to be in compliance and signed by all attending Directors and by the Secretary. Certification: This is a free English translation of the original minutes drawn up in the Company’s records. Rio de Janeiro, April 29, 2010 João Baptista de Carvalho Athayde Alcyr Cabral Simões Chairman Secretary