Corporate Governance

Trading Policy

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SECURITIES TRADING POLICY OF
ANHAGUERA EDUCACIONAL PARTICIPAÇÕES S.A.

I. PURPOSE

This Securities Trading Policy of Anhanguera Educacional Participações S.A. (“Company”), pursuant to CVM Rule 358, as of January 3,2002, CVM Rule 369, as of June 11, 2002 and CVM Rule 449, as of March 15, 2007, sets forth the rules to ensure the compliance with good conduct practices in the trading of Securities issued by the Company.

II. DEFINITIONS

The terms and expressions below, when used in this Trading Policy will have the following meaning:

"Controlling Shareholder": the shareholder or group of shareholders bound by shareholders’ agreement or under common control exercising the power of control, direct or indirect of the Company, pursuant to Law 6,404/76 and further amendments.

"Management": the Officers and members of the Board of Directors, sitting and deputy members of the Company.

"Stock Exchange": The São Paulo Stock Exchange – BOVESPA, as well as any other stock exchange or over-the-counter markets in which the Company has securities for trading, either in Brazil or abroad.

"Company": Anhanguera Educacional Participações S.A.

"Fiscal Council Members": the members of the Company’s Fiscal Council, sitting and deputy members, when instated, elected by resolution of the Annual General Meeting.

"Accredited Brokerage Companies": the brokerage companies especially accredited by the Company for the trading of its securities on the part of persons subject to the duties and obligations laid down in this policy.

"CVM": the Brazilian Securities and Exchange Commission.

"Investor Relations Officer": The Company’s Officer liable for providing information to investors, CVM and Market Entities, as well as for the updating of the Company’s registration as publicly-held company with CVM, also responsible for carrying out and supervising this Trading Policy.

“Market Entities”: a combination of stock exchanges or entities of the organized over-the-counter market where the securities issued by the Company have been accepted or to be accepted for trading, as well as related entities in other countries.

"Former Managers": the Managers who no longer compose the Company’s management.

"Employees having access to Insider Information": The Company’s employees, who in view of their job position at the Company, have access to any Insider Information.

"Insider Information": any information related to the Company or its Subsidiaries which may significantly impact on the price of Securities and not yet disclosed to the market.

"Rule 358": Rule 358 of the Brazilian Securities and Exchange Commission, as of January 3, 2002, as amended by CVM Rule 369, as of June 11, 2002, and further amendments.

“Blackout Period”: any and all period in which impediment occurs for the trading of Securities by regulatory determination or as determined by the Investor Relations Officer.

"Related Parties": the persons maintaining the following relationship with Controlling Shareholders, Management and Fiscal Council members of the Company: (i) the spouse, from whom he/she is not legally separated, (ii) the partner; (iii) any dependant included in the annual individual income tax return and (iv) the companies directly or indirectly controlled by the Management, Controlling Shareholders, Fiscal Council members or Related Parties.

“Trading Policy”: this Securities Trading Policy of the Company.

"Subsidiaries": the companies in which the Company, directly or through other companies owns rights as partner ensuring it, on a permanent basis, predominance in corporate resolutions and the power to elect the majority of managers.

"Statement of Adhesion": statement of adhesion to this Trading Policy to be signed as per model of Exhibit I hereto, pursuant to articles 15, paragraph 1, item I and 16, paragraph 1 of Rule 358.

"Securities": any shares, debentures, real-estate receivables certificate, subscription bonus, receipts and subscription rights, promissory notes, call and put options or derivatives or any type, or also any other securities or collective investment agreements of the Company or referred thereto that, by legal resolution, are deemed as “security”.

III. SECURITIES TRADING POLICY OF THE COMPANY

3.1. Trading through Accredited Brokerage Companies and Blackout Periods

3.1.1 With a view to ensuring the trading standards for the Company’s Securities provided for in this Trading Policy, all the trades with Securities on the part of the Company itself and persons required to observe the terms and conditions of this Trading Policy only will take place with the mediation of any of the Accredited Brokerage Companies, as per list the Company forwarded to the CVM, to be periodically updated.

3.1.2 The Company, the Managers, the Fiscal Council members, the Employees having access to Insider Information, the Controlling Shareholders, the Subsidiaries and persons, in view of their job position at Controlling Shareholders or Subsidiaries, may be aware of Insider Information about the Company and having signed the Statement of Adhesion, are not allowed to trade Securities during the Blackout Period.

3.1.3 The Investor Relations Officer is not required to inform the reasons for determining the Blackout Period, and the aforementioned persons must maintain this determination under confidentiality.

3.2. Restrictions to the Trading in Pending Disclosure of Material Act or Fact

3.2.1 It is forbidden the trading of Securities (a) by the Company; (b) by Controlling Shareholders, Managers, Fiscal Council members and Employees having access to Insider Information and also (c) by any person who in view of his/her job position at the Parent Company or Subsidiaries, have signed the Statement of Adhesion, may be aware of Insider Information about the Company, until it is released to the market as a Material Act or Fact.

3.2.1.1 The rule of subitem 3.2.1 is also applied:

(i) when (a) the acquisition or sale of Securities is under progress by the Company itself, its Subsidiaries or another company under common control; or (b) option or power of attorney has been granted for such purpose, exclusively on the dates the Company trades or notifies the Accredited Brokerage Companies that will trade Securities issued thereby; and

(ii) when there is the intention of promoting the amalgamation, total or partial spin-off, merger, transformation or restructuring of the Company.

3.3. Exceptions to the General Restrictions to the Trading of Securities

3.3.1 The restrictions to the trading provided for herein do not apply to the Company, its Controlling Shareholders, the Management, the Fiscal Council members and the Employees having access to Insider Information, as of the date of signature of the Statement of Adhesion, when they carry out operations under the scope of this Trading Policy.

3.3.2 The aforementioned persons’ trades carried out according to the long-term investment plan approved by the Company will be included in the scope of the Trading Policy, in compliance with, at least, one of the following characteristics:

(i) execution by the Company of purchases, subject-matter of the shares buyback program to be cancelled or to be held in treasury;

(ii) application of variable remuneration, received as profit sharing of the Company, in the acquisition of Securities; or

(iii) acquisition of shares to be cancelled or to be held in treasury or disposal of shares held in treasury by the Company, by means of private trading, resulting from the exercise of stock option under the scope of the Company’s stock option plan, duly approved by the General Meeting.

3.4. Restrictions to the Trading after the Disclosure of Material Act or Fact

3.4.1 In the assumptions provided for above, even after the disclosure of Material Act or Fact, the prohibition on trading will prevail, should this may interfere in the conditions for trading of Securities, so that to cause damages to the Company or its shareholders, and such additional restriction must be informed by the Investor Relations Officer.

3.5. Prohibitions on Trading in Period Prior to the Disclosure of the Quarterly Information, the Standardized Financial Statements and the Profit Sharing

3.5.1 The Company, the Management, the Controlling Shareholders, the Fiscal Council members, the Employees having access to Insider Information, and also the persons who in view of their job position at the Parent Company or Subsidiaries may be aware of Insider Information about the Company, and that have signed the Statement of Adhesion, are not allowed to trade Securities within fifteen (15) days prior to the disclosure or publication, as the case may be, of:

(i) the Company’s quarterly information (ITR);

(ii) the Company’s standardized financial statements (DFP).

3.5.1.1. The restrictions provided for in item 3.5.1 above, do not apply in the assumption of Individual Investment Program, in compliance with the requirements provided for in article 15, paragraph 3 of Rule 358, by means of which the persons submitted to this Trading Policy indicate approximately the volume of funds to be invested or the amount of securities issued by the Company to be traded, as well as the investment duration.

3.5.2 The Accredited Brokerage Companies (a) will not register the purchase or sale operations of Securities carried out by the aforementioned persons, if made during the fifteen (15) days prior to the disclosure or publication of this periodic information or financial statements of the Company, and (b) will notify the Company about the occurrence of these operations.

3.6. Prohibition to the Resolution Related to the Acquisition or the Disposal of Shares Issued by the Company

3.6.1 The Board of Directors may not approve the acquisition or the disposal by the Company of Securities issued by the Company itself while the following information is not disclosed to the public, as the case may be, by means of publication of Material Fact:

(i) execution of any agreement or contract for the transfer of Company’s share control; or

(ii) granting of option or power of attorney for the purpose of transferring the Company’s share control; or

(iii) existence of intention of promoting amalgamation, total or partial spin-off, transformation or corporate restructuring involving the Company.

3.6.2 If, after the approval of buyback program, a fact occurs fitted into any of the three assumptions mentioned above, the Company will immediately suspend the operations with Securities issued thereby until the disclosure of respective Material Fact.

3.7. Prohibition on Trading Applicable to Former Managers

3.7.1 The Former Managers leaving the Company prior to the public disclosure of Material Act or Fact related to the business or the fact initiated during their tenure are not allowed to trade Securities for the six (06) month term after his/her resignation, as provided for in items

3.7.2 and 3.7.3. below.

3.7.2 The Former Managers who withdraw from the Company’s management before public disclosure of Material Act or Fact related to business or fact carried out during the their management period will only be able to trade Securities before completing the six (06) month term mentioned in item 3.7.1 above and if there is, during this period, Company’s disclosure of Material Fact or Act to the market, as provided for in item 3.7.3 below.

3.7.3 In the assumption of item 3.7.2 above, should the trading of Securities after the disclosure of Material Fact may interfere in the conditions of said businesses, to the detriment of the Company or its shareholders, the Former Managers are not allowed to trade Securities during the six (06) month term mentioned in item 3.7.1 above.

3.8. Prohibitions on Indirect Trading

3.8.1 The prohibitions ruled in this Trading Policy also apply to the trades directly or indirectly carried out by Managers, Controlling Shareholders, Fiscal Council members, Employees and Related Parties having access to Insider Information, and also by any person who in view of his/her job position at the Parent Company or Subsidiaries are or may be aware of Insider Information about the Company, and that have signed the Statement of Adhesion, also in cases in which these trades occur by means of:

(i) company controlled by them;

(ii) third parties with whom they have executed agreement for the management of securities portfolio or trust; or

(iii) any person who is aware of Insider Information, by means of any of the persons prevented from trading, aware that it has not been disclosed to the market yet.

3.8.2 The trades carried out by investment funds and/or clubs whose quotaholders are the persons mentioned in item above are not deemed as indirect trades and will not be subject to the prohibition provided for in this Trading Policy, as long as:

(i) the investment funds and/or clubs are not exclusive; and

(ii) the trading decisions of investment fund and/or club manager may not whatsoever be influenced by their respective quotaholders.

IV. ALTERATION IN THE TRADING POLICY

4.1 By means of resolution of the Board of Directors, the Company’s Trading Policy may be amended in the following situations:

(i) upon express determination in this regard on the part of CVM;

(ii) in view of modification in the legal rules and applicable regulations, so that to implement the adjustments deemed as necessary;

(iii) when the Board of Directors, in the process of assessing the effectiveness of procedures adopted, verify the need of amendments.

4.2 The amendment to the Company’s Trading Policy must be notified to the CVM and to the Market Entities by the Investor Relations Officer, as required by applicable rules, as well as to the persons of the list mentioned in item 6.1.3 below.

4.3. This Trading Policy may not be altered when Material Fact not yet disclosed is pending.

V. INFRINGEMENTS AND SANCTIONS

5.1 Without prejudice to the reasonable sanctions pursuant to the prevailing laws to be applied by the appropriate authorities, in the event of infringement to the terms and procedures laid down in this Trading Policy, the Board of Directors will be responsible for taking the disciplinary measures deemed reasonable under the Company’s scope, including the removal from office or the dismissal of violator in the assumptions of serious infringement.

5.2 Should the reasonable measure be under the legal or statutory responsibility of the General Meeting, the Board of Directors must call it to resolve on this issue.

VI. FINAL PROVISIONS

6.1 The Company must forward via registered letter to the Controlling Shareholder, officers, members of the Board of Directors and of the Fiscal Council, when instated, a copy of this Trading Policy, requesting the return to the Company of the statement of adhesion duly signed as per Exhibit I hereof, which will be filed at the Company’s headquarters.

6.1.1 Upon the signature of the instrument of investiture of new Managers, the signature of the instrument mentioned in Exhibit I must be required, who will take cognizance of this Trading Policy.

6.1.2 The notification about the Company’s Trading Policy, as well as the requirement to sign the instrument mentioned in Exhibit I to the persons not referred to in item 6.1, above will be made before this person carrying out any trading of Securities issued by the Company.

6.1.3 The Company will maintain at its headquarters, available to CVM, a list of persons mentioned in item 6.1 and their respective qualification, indicating their office or position, address and corporate taxpayer’s ID or individual taxpayer’s register, immediately updating it, whenever there is a modification.

6.1.4 The Biding Persons, and those who may become one, must not only execute and sign the Statement of Adhesion in accordance with Exhibit I, but also execute the Statement whose model is in Exhibit II, in case of trading that changes their shareholding in a variation higher than 10% (ten per cent), these must be send to the Investor Relations Officer.

6.2 This Securities Trading Policy of the Company must be observed as of the date of its approval by the Company’s Board of Directors.

____________________________________________
Alexandre Teixeira de Assumpção Saigh
Chairman of the Board of Directors

 

EXHIBIT I

STATEMENT OF ADHESION TO THE SECURITIES TRADING POLICY OF ANHANGUERA EDUCACIONAL PARTICIPAÇÕES S.A.

Hereby, [insert name or corporate name], [insert qualification – nationality, marital status, occupation, identity card (RG)/ foreigner’s ID (RNE), if it is individual; identify corporate type, if it is a corporation, located at [insert address], with [individual taxpayer’s ID (CPF/MF) – corporate taxpayers’ ID (CNPJ/MJ) No], as [indicate position held or “controlling shareholder”] of Anhaguera Educacional Participações S.A., a joint stock company with headquarters in the city of Valinhos, State of São Paulo, at Alameda Maria Tereza, n.o 2000, sala 06, Bairro Dois Córregos, Postcode 13278-181, with Corporate Taxpayers’ ID (CNPJ/MF) 04.310.392/0001-46, hereinafter referred to as the Company, through this Statement of Adhesion, declares to be aware of the Securities Trading Policy of the Company, approved by the Board of Directors on [insert date], 2008, pursuant to CVM Rule 358 of January 3, 2002, as amended by CVM Rule 369, of June 11, 2002 and by CVM Rule 449 of March 15, 2007 and undertakes to comply with the rules and procedures set forth in such document and ground its actions related to the Company always in accordance with such provisions.

[insert place and date of signature]

______________________________
[Name or Corporate Name]

EXHIBIT II
STATEMENT

I [name], [position], STATE that I have [acquired/sold] [number] [shares or debentures convertible into shares] having changed to [XX,X]% my interest in the Company’s capital stock, as described below:

(a) purpose of my interest [XX,X]%;

(b) number of shares, stock option or subscription, directly or indirectly held: [XX,X]%;

(c) amount of debt convertible into Company’s shares, directly or indirectly held: [XX,X]%; and

(d) Agreement or contract which regulates or limits the voting power and voting power over securities trading, as indicated above (state the inexistence of such contract or agreement, if it is the case): [XX,X]%.

Pursuant to Rule 358/002, I further STATE that I shall inform the Company’s Investor Relations Officer of any change in the information provided herein which represents more than 10% of my shareholding.

São Paulo, [month], [day], [year].

________________________________________
[name]