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BYLAWS OF
ANHANGUERA EDUCACIONAL PARTICIPAÇÕES S.A.

CHAPTER I
CORPORATE NAME, HEADQUARTERS, PURPOSE AND DURATION

Article 1. Anhanguera Educacional Participações S.A. (“Company”) is a corporation ruled by these present Bylaws, the Law 6,404 of December 15, 1976, as amended (“Brazilian Corporation Law”) and other applicable legal and regulatory provisions.

Article 2. The Company is headquartered and has jurisdiction in the city of Valinhos, state of São Paulo, at Alameda Maria Tereza, 4.266, sala 06, and may open, transfer and close branches, agencies, offices and any other establishments by resolution of the Board of Directors.

Article 3. The Company’s purpose is (i) the development and/or management of activities and/or institutions in the higher education segment, professional education and/or other education-related areas; (ii) the management of own assets and businesses; (iii) the interest as shareholder or partner in other companies or ventures, in Brazil or abroad; (iv) the development of classes in the legal field and preparatory classes for general civil service examinations, whether preparatory classes for civil service examinations in the legal field, administered either in person or online/technologically, intensively and extensively, whether as university extension classes or lato sensu graduate classes, offered to the consumer public directly or via technology by providing the consumer directly with information, or through a network of partners, TV signal receivers or other data-transmission systems; (v) offering learning classes, management and professional training, preparation for a career in the legal field, professional development, university extension classes, specialization and thesis classes; (vi) providing services to promote and organize events and classes; (vii) the development and expansion of graduate classes offered, and the development of new lato sensu graduate classes in various fields that are administered online/technologically; (viii) short courses-related services, including language courses and other related activities; (ix) editing books and other related materials; (x) literary work copyright management; (xi) the intermediation and representation for the sale of newspapers, magazines, books and other publications, including sales commissions; and (xii) advisory, consulting, guidance and operational assistance services for company management.

Article 4. The Company’s duration is indeterminate.

CHAPTER II
CAPITAL STOCK

Article 5. The Company’s subscribed and paid-up capital stock is one billion, eight hundred and seventy-six million, seven hundred and seventy-three thousand, eight hundred and sixty-nine Reais and sixty-three Centavos (R$ 1,876,773,869.63) exclusively divided into one hundred forty-five million, six hundred ninety thousand, two hundred and sixty-one (145,690,261) book-entry common shares with no par value and the issuance of preferred shares is prohibited.

Paragraph 1. Shares representing the capital stock are indivisible in relation to the Company and each common share entitles its holder to one vote at the General Meetings.

Paragraph 2. The Company shares shall be book-entry, held in a deposit account, on behalf of its holders, without issuing certificates at a financial institution duly authorized by the Brazilian Securities and Exchange Commission (“CVM”), and shareholders may be required to pay the fees mentioned by Paragraph 3 of Article 35 of the Brazilian Corporation Law.

Paragraph 3. By means of resolution of the Board of Directors, the Company is authorized to increase its capital stock, regardless of amendment to the Bylaws, until five billion reais (R$ 5,000,000,000.00), by means of issue of new shares or warrants. The Board of Directors shall specify the number of shares to be issued, the issue price, terms and conditions of the subscription, payment and placement.

Paragraph 4. Within the limit of authorized capital and according to the plans approved by General Meeting, the Company, by resolution of the Board of Directors may grant stock options or share subscription to its Management and employees, as well as managers and employees of other companies which are directly or indirectly controlled by the Company.

Paragraph 5. At the discretion of the Board of Directors, the preemptive right in the issue of shares, debentures convertible into shares and warrants may be excluded or reduced, the placement of which occurs through sale at the stock exchanges or by public subscription, or also by means of share swap in a tender offer, according to the law.

Paragraph 6. The Company is forbidden to issue profit-sharing bonds.

Paragraph 7. No transfer of shares shall be valid or effective before the Company or any third party, nor shall be recognized in the share registration and transfer books, in view of the infringement of the shareholders’ agreement filed at the Company’s headquarters or of the Listing Regulations of BM&FBOVESPA’s Novo Mercado, if applicable.

CHAPTER III
GENERAL MEETING

Article 6. The General Meeting shall be ordinarily held every year, within four (4) first months following the end of the fiscal year, and extraordinarily, when the Company’s interests so require, by means of call notice as provided for by laws. The General Meeting shall be instated and chaired by the Chairman of the Board of Directors, and during his absence, by the Vice Chairman of the Board of Directors, or during his absence, by any other member of the Company’s Board of Directors or Officer, and the Chairman of the General Meeting shall appoint his secretary.

Paragraph 1. The General Meeting shall be convened by the Board of Directors, pursuant to laws, at least, fifteen (15) days in advance as of the publication of the first call notice; and eight (8) days in advance in a second call. The call is exempted if the attendance of all shareholders is verified at the General Meeting.

Paragraph 2. The Chairman and the Secretary of the General Meeting shall oversee the compliance with shareholders’ agreement filed at the Company’s headquarters, rejecting to calculate the vote contrary to these agreements.

Paragraph 3. All the documents to be analyzed and discussed at the General Meeting shall be made available to the Company’s shareholders at BM&FBOVESPA, as well as at the Company’s headquarters, as of the publication date of the first call notice referred to by Paragraph 1 of this Article 6.

Article 7. Without prejudice of other powers provided for by laws and these Bylaws, the General Meeting shall resolve on:

(i) the amendment to the Bylaws;

(ii) the increase or decrease of the capital stock, above the limit of authorized capital, and the approval of assets valuation destined to the payment of capital;

(iii) the issue of debentures by the Company, except for provisions in Article 10, Paragraph 6 (v) hereof;

(iv) transformation, spin-off, amalgamation and merger of the Company, as well as its dissolution and liquidation, election and removal of liquidators and examination of its accounts;

(v) allocation of profits and distribution of dividends;

(vi) approval of stock option plans or share subscription to its Management and employees, as well as Management and employees of other companies which are directly or indirectly controlled by the Company;

(vii) the Company’s delisting from BM&FBOVESPA’s Novo Mercado segment of Corporate Governance;

(viii) definition of Management’s annual global compensation, as well as the Company’s profit sharing, which cannot exceed the limits of Article 152 of the Brazilian Corporation Law, observing the Board of Directors’ proposal which shall be contained in the Financial Statements submitted to the Annual General Meeting;

(ix) the Company’s deregistering as a publicly-held company at CVM; and

(x) the election of a specialized company in charge of the preparation of the Company shares appraisal report, in the event of deregistering as a publicly-held company and/or delisting from BM&FBOVESPA’s Novo Mercado segment of Corporate Governance, as provided for in Chapter VIII hereof, among the companies appointed by the Board of Directors.

Sole Paragraph. Any resolution of the General Meeting shall be taken by shareholders representing, at least, the majority of voting shareholders attending this General Meeting, except if the qualified majority is required by the Brazilian Corporation Law, in compliance with Article 26, Paragraph 1 hereof.

CHAPTER IV
MANAGEMENT

Article 8. The Company shall be managed by a Board of Directors and a Board of Executive Officers.

Paragraph 1. The Management shall be invested in office by means of instrument drawn up in the Company’s records, signed by the invested manager, who is exempted from management pledge and by means of previous signature of the Management Statement of Consent referred to by Listing Regulations of BM&FBOVESPA’s Novo Mercado.

Paragraph 2. The members of the Management bodies, where applicable, shall abide by shareholders’ agreements filed at the Company’s headquarters and those votes cast at the Management bodies meetings that infringe said shareholders’ agreements shall not be counted.

Section I - Board of Directors

Article 9. The Board of Directors elected by the General Meeting shall be composed of, at least, five (5) and at most nine (9) members, one of which shall be appointed as Chairman and the other shall be the Vice Chairman.

Paragraph 1. At least, twenty percent (20%) of the members of the Board of Directors shall be Independent Board Members. Should the percentage above result in a fractional number of board members, it shall be rounded off: (i) to the subsequent number if the fraction is equal to or higher than five tenths (0.5); or (ii) to the previous number, if the fraction is smaller than five tenths (0.5).

Paragraph 2. For the purposes of these Bylaws, the “Independent Board Member” shall be (i) who does not have any link with the Company, except for his interest in the capital stock; (ii) who is not a controlling shareholder, spouse or relative up to the second degree of kinship, or who is not or has not been, during the last three (3) years linked to a company or entity connected to a controlling shareholder (individuals linked to research and/or educational institutions are excluded from such restriction); (iii) who has not been, during the last three (3) years, an employee or officer of the Company, of any controlling shareholder or entity controlled by the Company; (iv) who is not a supplier or buyer, direct or indirect, of the Company’s services and/or products, to such an extent that suggests the loss of independence; (v) who is not an employee or manager of a company which is offering services and/or products to the Company; (vi) who is not a spouse or relative up to the second degree of kinship of any Company’s manager; or (vii) who does not receive any other compensation from the Company other than as board member (cash dividends deriving from eventual interest on shareholder’s equity shall be excluded from such restriction). The Independent Board Member shall also be that one elected as authorized by Paragraph 4 of Article 141 of the Brazilian Corporation Law. The qualification as Independent Board Member shall be expressly declared in the Minutes of the General Meeting electing him.

Paragraph 3. The members of the Board of Directors shall be elected for two-(2) years combined term of office and reelection is authorized. The members not re-elected shall remain in their office until the investiture of their deputies.

Paragraph 4. In the event of absence or permanent impediment of any member of the Board of Directors, the General Meeting shall elect his deputy.

Article 10. The Board of Directors shall hold meetings at least quarterly, aiming at analyzing and monitoring the Company’s financial and operational results and resolve on all the matters under its responsibility. The periodicity of these meetings may change by favorable vote of the majority of members of the Board of Directors. The extraordinary meetings shall be held whenever necessary.

Paragraph 1. All the Board of Directors meetings shall be convened by its Chairman or two (2) of its members, by means written notice, against receipt, at least, eight (8) days in advance and call notices shall include the agenda and time of the meeting, at the Company’s headquarters.

Paragraph 2. The call notice referred to by caput of this Article shall be exempted if all acting members of the Board of Directors attend the meeting. The members of the Board of Directors may participate and vote at the board meetings, even if they do not personally attend the meeting, via conference call, video conference or any other communication electronic system available on the same day and time of respective meeting. The respective minutes shall be then signed by all attending members.

Paragraph 3. The instatement quorum of the Board of Directors meeting requires the attendance of the majority of acting members of the Board of Directors in a first call and any number of members in a second call.

Paragraph 4. The Board of Directors meeting shall be chaired by its acting Chairman and during his absence or temporary impediment by Vice Chairman of the Board of Directors and in the event of absence or temporary impediment by any other member of the Board of Directors approved by the majority of attending members.

Paragraph 5. The Board of Directors’ resolutions shall be numbered by civil year and recorded in the minutes or in the Company’s records by secretary of the meeting appointed by the Chairman of the meeting.

Paragraph 6. Besides other matters provided for by laws, it shall be incumbent upon the Board of Directors, by resolution taken by the majority of its members, the approval of the following matters:

(i) any proposal prepared related to the (a) Company’s transformation, spin-off, amalgamation or merger to be submitted subsequently submitted to the final approval of the General Meeting; and (b) any of its subsidiaries, to be subsequently submitted to the partners of respective subsidiaries for final approval;

(ii) any capital stock increase, until the limit of authorized capital;

(iii) payment of interest on equity by the Company and/or any of its subsidiaries;

(iv) any proposal related to the issue of non-convertible debentures, without secured guarantee by the Company and/or any of its subsidiaries;

(v) issue of any credit instrument to raise funds, i.e., bonds, notes, commercial papers, and other, commonly invested in the market by the Company and/or any of its subsidiaries, also resolving on their issue and redemption conditions;

(vi) election and removal, as well as specification of duties, responsibilities and limits of power of the Company’s executive officers, observing the Bylaws rights and the Shareholders’ Agreement, where applicable;

(vii) previous opinion on the election and removal, as well as specification of duties, responsibilities and limits of power of the executive officers of the Company’s subsidiaries;

(viii) the creation or the shutting down of subsidiaries, as well as educational units or branches of the Company and its subsidiaries, in the country or abroad, not estimated in the Budget (as defined in item (xi) below);

(ix) the execution or modification of any oral or written agreement by the Company and/ or any of its subsidiaries, with (a) any of its shareholders, individuals or legal entities to hold interest in the shareholders’ capital stock; (b) any legal entity in which any of its shareholders hold direct or indirect equity interest; (c) spouse or relatives up to fifth degree of kinship, or their spouses, individuals holding interest in the capital stock of shareholders and any legal entity from which said individuals hold direct or indirect interest; or (d) any individual or legal entity, who jointly with shareholders or any person mentioned in previous items hold equity interest in any legal entity;

(x) change in the way how the Company and/or subsidiaries are represented, in specific cases;

(xi) approval of the annual budget of the Company and its subsidiaries (“Budget”);

(xii) the assumption of obligations, responsibilities, approval of expenses, investments, divestments, acquisition of equity interest or permanent assets and the execution of agreements or financing not estimated in the Budget and involving amounts exceeding one million reais (R$1,000,000.00), separately or through a series of related operations within twelve (12) months by the Company and/or its subsidiaries;

(xiii) authorization to the Company and/or its subsidiaries carry out operations, involving any type of derivative instrument, thus considering any contract generating financial assets and liabilities for their parties, irrespective of the market where these are traded or registered or their way of realization and exclusively for hedge purposes;

(xiv) creation of policies, committees and their charters, as well as work groups with defined objectives, composed of individuals designated by the Board of Directors among Management members and/or other individuals;

(xv) previous definition on the vote to be cast by the Company’s representatives at general meetings or partners meetings of its subsidiaries;

(xvi) change in the pricing policy or scholarships of the Company and/or its subsidiaries in relation to the policy approved in the Budget to affect more than 5% of the Net Revenues foreseen in the Annual Budget of current fiscal year, except in case of legal order or appropriate authority;

(xvii) the formalization of any court settlement involving the Company and/or its subsidiaries related to an amount exceeding one million reais (R$1,000,000.00) severally or jointly within one-(1) year period;

(xviii) the delay, anticipation, installment payment or rescheduling of any tax or social security debt of the Company and/or its subsidiaries and the adhesion to any extraordinary payment program of tax or social security debts approved by the federal, state or local administration involving an amount exceeding one million reais (R$1,000,000.00);

(xix) the signature of any agreement involving the negotiation, licensing or transfer of trademarks, patents, technology or know how pertaining to the Company and/or its subsidiaries;

(xx) the execution of franchise agreements or related, in which the Company and/or its subsidiaries are franchisees or franchisers, except when these agreements are related to contract formats already approved by the Board of Directors;

(xxi) the formalization of any agreement, covenant, contract or transaction with any body of the direct or indirect federal, state or local public administration, except for those inherent to the administrative/academic routine of the Company or educational institutions supported thereby, such as processes, covenants, authorizations, and/or admission of affiliated institutions courses or similar processes, not foreseen in the Budget in excess of one million reais (R$ 1,000,000.00);

(xxii) the Company and/or its subsidiaries perform any philanthropic activity and the execution of any agreement, covenant, contract or transaction with any philanthropic entity in amount exceeding one million reais (R$1,000,000.00);

(xxiii) the anticipation of revenues or the securitization of the Company and/or its subsidiaries receivables, under any form, in amount exceeding one million reais (R$1,000,000.00);

(xxiv) the extension or renegotiations of the Company and/or its subsidiaries debts in amount exceeding one million reais (R$1,000,000.00);

(xxv) the Company and/or its subsidiaries engage an external audit company duly registered at the Brazilian Securities and Exchange Commission - CVM, which shall be one of the four (4) largest international audit companies, observing the applicable laws. The external audit company shall report to the Board of Directors;

(xxvi) the creation of lien over the Company’s assets or educational institutions supported thereby, or the granting of guarantees in any of these cases not provided for in the Budget, whose amount exceeds one million reais (R$1,000,000.00) severally or jointly within one-(1) year period;

(xxvii) definition of a three-name list of institutions or companies specialized in companies economic appraisal in order to prepare a valuation report on the Company’s shares, in the event of deregistering as a publicly-held company or delisting from the “Novo Mercado”, as provided for in Article 26 hereof; and

(xxviii) amortization, redemption or buybacks of the Company‘s own shares, either to be held in treasury or for cancelation, as well as to resolve on the sale of shares that might be held in treasury, if applicable.

Paragraph 7. The favorable vote of at least, one (1) Independent Board Member shall be necessary to approve the matters outlined in item (ix) of Paragraph 6 above.

Paragraph 8. Any proposal involving the operations outlined in item (xiii) above shall be submitted to the Board of Directors by the Company’s Board of Executive Officers, duly signed by two officers, one of them is necessarily the Vice Chief Financial Officer, and said proposal shall contain, at least, the following information: (i) evaluation on the relevance of derivatives for the Company’s financial position and results, as well as the nature and the extension of risks connected with these instruments; (ii) risk management objectives and strategies, especially, the hedge policy; (iii) risks related to each performance strategy in the market, adequacy of internal controls and parameters used when managing these risks; and (iv) eventual additional information requested by the Board of Directors, including, but not limited to sensitivity analysis demonstrative charts.

Section II - Board of Executive Officers

Article 11. The Board of Executive Officers shall be composed of at least, three (3) and at most ten (10) Officers, shareholders or not, all of them resident in the country, one (1) Chief Executive Officer, one (1) Vice Chief Financial Officer, one (1) Investor Relations Officer and others without a specific designation, observing the responsibilities conferred by the Board of Directors. The Company’s Officers shall be elected by the Board of Directors, and one same Officer may cumulate his duties with those of the Investor Relations Officer, pursuant to the applicable rules and as defined by the Board of Directors.

Paragraph 1. The accumulation of positions in the Board of Executive Officers shall not entitle to duplication of votes in eventual Board of Executive Officers’ resolutions.

Paragraph 2. The officers shall be elected for three-(3) year term of office, and reelection is allowed.

Paragraph 3. The members of the Board of Executive Officers not reelected shall remain in their office until the investiture of new officers.

Paragraph 4. The absence or impediment of any member of the Board of Executive Officers for a continued period exceeding forty-five (45) days, except if authorized by the Board of Directors, shall determine the end of respective term of office, by applying the provision of Paragraph 5 of this Article.

Paragraph 5. In the assumption of definitive impediment or vacant position, the following shall be observed:

(i) in the position of the Vice Chief Financial Officer or Investor Relations Officer, the Board of Directors meeting shall be immediately convened to fill in this position; and

(ii) in other cases, within no later than thirty (30) days, the Board of Directors meeting shall be held to elect the deputy to complete the replaced officer’s term of office.

Article 12. The Board of Executive Officers is liable for the management of the Company‘s businesses, exercising its powers according to the laws, these Bylaws, the resolutions of the General Meeting and Board of Directors.

Article 13. It shall be incumbent upon the Chief Executive Officer, besides the duties, responsibilities and powers assigned thereto by the Board of Directors and observing the policy and guidance previously outlined by the Board of Directors, as well as the Company‘s Budget:

(i) oversee and direct the Company’s management activities, coordinating and supervising the activities of other members of the Board of Executive Officers, including to monitor the Company’s organizational, managerial and personnel strategic policy;

(ii) appoint statutory officers to be nominated by the Board of Directors;

(iii) nominate and remove the Company‘s non-statutory officers;

(iv) supervise the Company’s internal audit;

(v) supervise the human resources department, defining the Company’s recruiting and personnel development policies, always observing the budget defined by the Board of Directors;

(vi) convene, instate and chair the Board of Executive Officers meetings;

(vii) perform other duties delegated by the Board of Directors.

Article 14. It shall be incumbent upon the Vice Chief Financial Officer, besides the duties, responsibilities and powers assigned thereto by the Board of Directors and observing the policy and guidance previously outlined by the Board of Directors, as well as the Company’s Budge:

(i) coordinate the contracting and submit for examination and approval of the Board of Directors any operation to acquire companies involving an amount exceeding one million reais (R$1,000,000.00), separately or in a series of related operations within twelve (12) months, observing the terms and conditions hereof and applicable laws;

(ii) prepare the Budget and a proposal for the Company’s profit sharing and distribution of dividends and submit them to the examination and approval of the Board of Directors;

(iii) approve any expenses, assumption of obligations or payments not foreseen in the Budget, in amount equal to or less than one million reais (R$1,000,000.00);

(iv) assume obligations, responsibilities, approval of expenses, investments, divestments, acquisition of equity interest or permanent assets, the execution of agreements or financing not foreseen in the Budget and involving an amount equal to or less than one million reais (R$1,000,000.00), separately or in a series of related operations within twelve (12) months;

(v) represent the Company in subsidiaries representation bodies;

(vi) approve loan operations and guarantees not foreseen in the Budget in amount up to one million reais (R$1,000,000.00);

(vii) coordinate the contracting of loans and guarantees not foreseen in the Budget and submit for examination and approval of the Board of Directors in amount exceeding one million reais (R$1,000,000.00); and

(viii) carry out other duties delegated by the Board of Directors.

Article 15. It shall be incumbent upon the Investor Relations Officer to provide information to investors, CVM, stock exchanges and over-the-counter markets where the Company is registered and maintain updated the Company‘s registration as a publicly-held company, abiding by all laws and rules applicable to listed companies. The Board of Directors may determine that the Investor Relations Officer‘s duties cumulate with those performed by another officer.

Article 16. In any and all act or document that implies Company’s equity responsibility or anyhow binding upon third parties, including, but not limited to the hiring of employees, checks, payment orders, contracts in general and any third party services, the Company shall be mandatorily represented by (i) two officers, one of them is necessarily the Vice Chief Financial Officer; or (ii) an attorney-in-fact jointly with the Vice Chief Financial Officer.

Paragraph 1. The powers of attorney shall always be granted on the Company’s behalf by two (2) officers, jointly, one of them is mandatorily the Company’s Vice Chief Financial Officer and shall specify the powers granted and except for those for legal purposes, shall have a validity period limited at most to twelve (12) months.

Paragraph 2. The Company’s representation in court or out of court, as plaintiff or defendant before government agencies, federal, state of local authorities, as well as autonomous government agencies, mixed corporations and quasigovernmental entities shall be severally incumbent upon any officer or attorney-in-fact.

CHAPTER VI
FISCAL COUNCIL

Article 17. The Fiscal Council with the attributions and powers of law shall operate on a non-permanent basis and only shall be instated upon shareholders’ request, as authorized by Article 161 of the Brazilian Corporation Law and composed of three (3) members at least, and five (5) members at most. The General Meeting to elect the Fiscal Council shall determine their respective compensation.

Sole Paragraph. The investiture of Fiscal Council’s members shall be subject to the previous signature of the Statement of Consent of Fiscal Council’s members, as referred to by Listing Regulations of BM&FBOVESPA’s Novo Mercado.

CHAPTER VII
FISCAL YEAR, BALANCE SHEETS, PROFITS AND DIVIDENDS

Article 18. The fiscal year shall have one-year duration and shall end on the last day of December of each year.

Article 19. At the end of each fiscal year the following financial statements provided for by laws shall be prepared, based on the Company’s commercial accounting:

(i) balance sheet;
(ii) statements of changes in shareholders’ equity;
(iii) statement of income for the period;
(iv) statement of changes in financial position; and
(v) statement of cash flows.

Paragraph 1. Jointly with the financial statements for the year, the Management shall submit to the Annual General Meeting a proposal on the allocation of net income, in compliance with the provisions of these Bylaws and laws.

Paragraph 2. The Board of Directors may determine the drawing up of half-yearly balance sheets or for shorter periods, observing the legal precepts and approve the distribution of dividends based on the income earned.

Paragraph 3. At any time, the Board of Directors may resolve on the distribution of interim dividends, the retained earnings account or profit reserve existing in the last annual or half-yearly balance sheet.

Paragraph 4. Interim dividends shall always be credited and deemed as anticipation of the mandatory dividend.

Paragraph 5. The Board of Directors may determine the payment or credit of interest on equity pursuant to Article 9, Paragraph 7 of Law n.º 9,249/95 and related laws and regulations, whose total amounts may be attributed to the mandatory dividend.

Article 20. Eventual accumulated losses and provision for income tax shall be deducted from the income for the year, before any profit sharing.

Sole Paragraph. After the deduction referred by previous paragraph, the net income for the year shall be allocated as follows:

(i) five percent (5%) to the legal reserve until it reaches twenty percent (20%) of the paid-up capital stock;

(ii) out of balance of net income for the year, after deduction referred by previous paragraph and adjusted as provided for by Article 202 of the Brazilian Corporation Law, one percent (1%) shall be destined to pay the mandatory dividend to all shareholders. Whenever the amount of mandatory dividend exceeds the realization amount of net income for the year, the Management may propose as approved by the General Meeting on the allocation of surplus to the unrealized profit reserve, pursuant to Article 197 of the Brazilian Corporation Law; and

(iii) the remaining balance shall have the allocation attributed thereto by the General Meeting.

CHAPTER VIII
SALE OF SHARE CONTROL, DEREGISTERING AS A PUBLICLY-HELD COMPANY AND DELISTING FROM NOVO MERCADO

Article 21. The direct or indirect sale of the Company’s control (as defined below), both by means of a single operation and of successive operations, shall be contracted under a suspensive or resolutory condition, by which the acquirer of Control undertakes to conduct a tender offer of shares of other Company’s shareholders, in accordance with the terms and conditions provided for by laws in force and in Novo Mercado Listing Regulations, so as to ensure them treatment equal to that given to the Selling Controlling Shareholder.

Paragraph 1. For the purposes of these Bylaws, the expressions below in capital letters shall have the following meaning:

“Sale of Control” means the transfer of Controlling Shares to a third party, on a remunerated basis.

“Controlling Shares” mean the block of shares that directly or indirectly entitle its(their) holder(s), the individual and/or shared exercise of the Power of Control.

“Acquiring Shareholder” means any person, including but not limited to any individual or legal entity, investment fund, collective investment entity, securities portfolio, universality of rights or another type of organization, resident, domiciled or headquartered in Brazil or abroad, or Group of Shareholders.

“Controlling Shareholder” means the shareholder or group of shareholders bound by a shareholders’ agreement or under common control exercising the Company’s Power of Control.

“Selling Controlling Shareholder” means the Controlling Shareholder who sells the Company’s control.

“Control” (as well as its related terms, “Power of Control”, “Controlling Shareholder”, “under Common Control” or “Controlled Company”) means the power actually employed to direct the corporate activities and guide the operation of the Company’s bodies, directly or indirectly, either in fact or in law. There is a relative presumption of control ownership in relation to the person or group of persons bound by a shareholders’ agreement or under common control (“group of control”) holding shares ensuring said person or group of persons an absolute majority of votes of shareholders attending the last three General Meetings of the Company, even though they are not shareholders ensuring them an absolute majority of the voting capital.

“Economic Value” means the value of the Company and its shares to be determined by a specialized company through the use of acknowledged methodology or based on another criteria to be defined by CVM.

Paragraph 2. The Selling Controlling Shareholder or group of Selling Controlling Shareholders may not transfer the ownership of their shares, nor may the Company register any transfer of shares, while the acquirer of Power of Control or the one (those) to hold the Power of Control does(do) not sign the Statement of Consent of the Controlling Shareholders referred to by Novo Mercado Listing Rules.

Paragraph 3. No Shareholders’ Agreement providing for the exercise of Power of Control can be registered at the Company’s headquarters without its subscribers having signed the Statement of Consent referred to in the previous paragraph.

Article 22. The tender offer referred to in previous article shall also be carried out:

(i) in cases of onerous assignment of shares subscription rights and other instruments or rights related to securities convertible into shares to result in the sale of the Company’s Share Control; or

(ii) in the event of sale of Control of a company holding the Company’s Power of Control, and in this case, the Selling Controlling Shareholder shall undertake to declare to BM&FBOVESPA the value attributed to the Company in such sale and attach documents evidencing such value.

Article 23. For those shareholders who already own Company shares and to acquire the Power of Control, due to private instrument for the purchase of shares entered into with the Controlling Shareholder, involving any number of shares, shall undertake to:

(i) conduct the tender offer referred to in Article 21 hereof;

(ii) refund to the shareholders from whom shares were purchased on the stock exchange within six (6) months prior to the date of Sale of the Company’s Control the difference between the price paid to the Selling Controlling Shareholder and the amount paid on the stock exchange for the Company shares in that period, duly restated; and

(iii) take appropriate measures to recover the minimum percentage of twenty-five percent (25%) of the Company’s total outstanding shares, within the six (6) months subsequent to the acquisition of Control, where applicable.

Article 24. Any Acquiring Shareholder acquiring or becoming holder of shares issued by the Company, in amount equal to or higher than fifteen percent (15%) of total common shares issued by the Company, shall no later than thirty (30) days as of the date of acquisition or event resulting in the ownership of common shares in amount equal to or higher than fifteen per cent (15%) of total common shares issued by the Company, to conduct, where applicable, request the registration of a tender offer (OPA) of all common shares issued by the Company observing the provisions of CVM applicable rules, BM&FBOVESPA’s regulations and the conditions of this Article 24.

Paragraph 1. The tender offer (OPA) shall be (i) indistinctly addressed to all Company’s common shareholders; (ii) it shall occur in auction to be held at BM&FBOVESPA; (iii) recorded by the price determined according to the provisions in Paragraph 2 of this Article; and (iv) for cash consideration in domestic currency against the acquisition in the tender offer of shares issued by the Company.

Paragraph 2. Subject to the provisions of Paragraph 9 of this Article, the acquisition price in the tender offer for the acquisition of each share issued by the Company may not be less than the highest amount between (i) the Economic Value of common shares, determined in appraisal report; (ii) one hundred percent (100%) of issue price of common shares, in any capital increase carried out by means of public offering occurred within a twelve (12)-month period preceding the date on which the tender offer becomes mandatory, duly restated by IPCA (Extended Consumer Price Index) until payment; and (iii) one hundred percent (100%) of average unit quote of common shares issued by the Company during a ninety (90)-day period prior to the execution of the tender offer at the stock exchange.

Paragraph 3. The tender offer mentioned in the caput of this present Article shall not exclude the possibility of another Company’s shareholder, or where applicable, the Company itself, to formulate a competing tender offer, pursuant to the applicable regulation.

Paragraph 4. The Acquiring Shareholder shall be required to answer eventual requests or requirements of CVM, prepared based on the applicable laws, related to the OPA, within the terms provided for in the applicable regulation.

Paragraph 5. Should the Acquiring Shareholder fail to comply with any of the obligations imposed by this Article, including the compliance with maximum terms (i) to execute or request the registration of the OPA; or (ii) to comply with eventual requests or requirements of CVM, the Company’s Board of Directors shall convene an Extraordinary General Meeting, where the Acquiring Shareholder cannot vote to resolve on the suspension of exercise of the Acquiring Shareholder’s rights, who failed to comply with any obligation imposed by this Article, pursuant to Article 120 of the Brazilian Corporation Law, without prejudice of the Acquiring Shareholder’s responsibility for losses and damages caused to other shareholders as a result of the failure to comply with obligations imposed by this Article.

Paragraph 6. Adding to the provisions of this caput of this Article, any Acquiring Shareholder purchasing or becoming holder of other rights related to the shares issued by the Company, including right of enjoyment or trust, in amount equal to or higher than fifteen percent (15%) of total common shares issued by the Company shall equally undertake to within thirty (30) days as of the date of this acquisition or event that resulted in the ownership of these rights over shares in amount equal to or higher than fifteen percent (15%) of total common shares issued by the Company to request the registration, where applicable of an OPA pursuant to the conditions outlined in this Article.

Paragraph 7. The provisions of this Article shall not apply in the event a person becomes holder of shares issued by the Company in amount higher than fifteen percent (15%) of total common shares issued thereby as a result of (i) legal succession, under the condition that the shareholder sells the overallotment within no longer than thirty (30) days as from the relevant event; (ii) the merger of another corporation or its shares with and into the Company; or (iii) the acquisition of other companies or ventures by means of contribution through shares or assets, by respective sellers to the Company‘s capital stock to receive shares or other securities issued by the Company.

Paragraph 8. For the purposes of calculating the percentage of fifteen percent (15%) of total common shares issued by the Company outlined in the caput of this Article, involuntary additions of equity interest resulting from the cancellation of treasury shares or decrease of the Company‘s capital stock with cancellation of shares shall not be calculated.

Paragraph 9. Should the CVM regulation applicable to the tender offer provided for in this Article determine the adoption of a calculation criterion to set forth the acquisition price of each common share, issued by the Company in the OPA resulting in acquisition price higher than that determined pursuant to Paragraph 2 of this Article 24, that acquisition price calculated in accordance with CVM regulation shall prevail in the execution of the tender offer provided for in this Article.

Paragraph 10. The provision of this Article 24 shall not apply to current shareholders, or group of shareholders bound by Shareholders‘ Agreement filed at the Company‘s headquarters, to which they are holders, severally or jointly of fifteen percent (15%) or more of total shares issued by the Company and its successors on the date of the Extraordinary General Meeting held on February 7, 2007, exclusively applied to those investors to acquire shares or becoming Company’s shareholders after said General Meeting, subject to other exceptions provided for in Paragraphs 7 and 8 above.

Paragraph 11. The provision of this Article shall not apply if for any reason (including cases of succession or corporate restructuring), change in the distribution of shares within a same group of shareholders bound by shareholders’ agreement already holding on the date of the Extraordinary General Meeting held on February 7, 2007, an equity interest exceeding fifteen percent (15%) of the Company’s capital stock, and if one or other members of this group of shareholders or successors severally own shares bound by shareholders’ agreement representing more than fifteen percent (15%) of the Company’s total capital stock, even if this shareholder who integrates this group of shareholders, does not hold severally on this date shares representing said minimum percentage of fifteen percent (15%) in the Company’s capital stock.

Paragraph 12. Notwithstanding the Article 24 hereof, the provisions of Novo Mercado Listing Regulations shall prevail in the assumption of losses of recipient’s rights in the offers mentioned in this Chapter VIII.

Article 25. Without prejudice of legal and regulatory provisions, the deregistering as a publicly-held company shall be preceded by a tender offer, having the Economic Value verified in appraisal report as the minimum price, as provided for by Articles 26 and 27 below.

Article 26. The appraisal report shall be prepared by a specialized company, with proven experience and independence from the decision-making power of the Company, its managers and/or Controlling Shareholder and the report shall also comply with the requirements of Paragraph 1 of Article 8 of the Brazilian Corporation Law and include the liability provided for in Paragraph 6 of the same provision of law.

Paragraph 1. The General Meeting shall be responsible for the selection of the specialized company in charge of determining the Company’s Economic Value, through the presentation by the Board of Directors of a three-name list, and respective resolution, not counting the absentees votes, and each voting share, regardless of type or class, shall be taken by majority vote of the shareholders representing the Outstanding Shares attending the General Meeting, which, if instated at a first call, shall rely on the attendance of shareholders representing, at least, twenty per cent (20%) of the total Outstanding Shares, and, if instated at a second call, may rely on the attendance of any number of shareholders representing the Outstanding Shares.

Paragraph 2. For the purposes of these Bylaws, Outstanding Shares are all those shares issued by the Company, except for the shares held by Controlling Shareholder, by persons bound thereby, by Company’s Management and those held in treasury.

Paragraph 3. The costs of preparing the appraisal report shall be fully borne by the offeror.

Article 27. When informed to the market the decision of publicly-held company deregistering, the offeror shall announce the maximum amount per share or lot of thousand shares through which the tender offer shall be prepared.

Paragraph 1. The tender offer shall have a condition that the amount verified in the appraisal report does not exceed the amount disclosed by offeror, as provided for in caput of this Article.

Paragraph 2. If the Economic Value of shares exceeds the amount informed by offeror, the decision of deregistering the publicly-held company shall be revoked, except if the offeror expressly agrees to prepare a tender offer by the Economic Value verified, and the offeror shall announce his decision to the market.

Paragraph 3. The deregistering as a publicly-held company shall observe and comply with other requirements defined in applicable rules by force of prevailing laws, especially those included in the rules issued by CVM on this matter and observing the precepts included in Novo Mercado Listing Regulations.

Article 28. The Company’s delisting from BM&FBOVESPA’s Novo Mercado shall be approved at the General Meeting and announced to BM&FBOVESPA in writing, at least, thirty (30) days in advance.

Article 29. In order to the Company shares be registered for trading out of BM&FBOVESPA’s “Novo Mercado” segment of Corporate Governance, the Controlling Shareholder shall conduct a tender offer to acquire those shares held by other Company’s shareholders, at least, for the respective Economic Value, as determined in Articles 26 and 27.

Article 30. Should the delisting from Novo Mercado occur due to corporate restructuring, in which the resulting company is not accepted for trading at Novo Mercado, the Controlling Shareholder shall conduct a tender offer to acquire those shares held by other Company’s shareholders, at least, by the Economic Value verified in the appraisal report prepared pursuant to Articles 26 and 27.

Article 31. The Company’s sale of control to take place within twelve (12) months subsequent to the delisting from BM&FBOVESPA’s Novo Mercado Corporate Governance shall bind the Selling Controlling Shareholder and buyer, jointly and severally to offer to other shareholders the acquisition of shares by the price and under the conditions obtained by Selling Controlling Shareholder in the sale of his own shares, duly restated.

Sole Paragraph. If the price obtained by Selling Controlling Shareholder in the sale of his own shares exceeds the tender offer amount for delisting from BM&FBOVESPA’s Novo Mercado, the Selling Controlling Shareholder and buyer shall be jointly and severally required to pay the difference verified to the acceptors of respective tender offer, under the same conditions provided for in Article 30 above.

Article 32. In case of Diffuse Control:

I. whenever the General Meeting approves the deregistering as a publicly-held company, the tender offer shall be executed by the Company itself, and in this case, the Company may only acquire the shares owned by shareholders who voted in favor of the deregistering at the General Meeting’s resolution after having acquired shares pertaining to the other shareholders who have not voted in favor of said resolution and who have accepted said tender offer;

II. whenever the General Meeting approves the delisting from Novo Mercado of BM&FBOVESPA, whether due to registering of shares for trade out of Novo Mercado whether due to corporate restructuring as provided for in caput of Article 30 hereof, the tender offer shall be executed by shareholders who have voted in favor of said resolution at the General Meeting.

Sole Paragraph. For the purposes of these Bylaws, the expression “Diffuse Control” means the Power of Control exercised by a shareholder owning less than fifty percent (50%) of the Company’s voting capital stock. It also means the Power of Control when exercised by shareholders which, as a group, hold less than 50% of the voting capital stock, and these shareholders are neither subscribers to a voting agreement, nor under common control, and do not act representing a common interest.

Article 33. In the event of Diffuse Control and BM&FBOVESPA determines that the quote of securities issued by the Company be disclosed separately, or that the securities issued by the Company have their trading suspended at Novo Mercado due to the non-compliance with the obligations included in the Listing Regulations of BM&FBOVESPA’s Novo Mercado, an Extraordinary General Meeting shall be convened within two (2) days as from the aforementioned determination, considering only the days when there is distribution of newspapers usually employed by the Company, to replace all Board of Directors’ members.

Paragraph 1. Should the Extraordinary General Meeting mentioned in the caput of this Article be not convened within the period set forth, it may be convened by any shareholder of the Company.

Paragraph 2. The new Board of Directors elected at the Extraordinary General Meeting mentioned in the caput and in Paragraph 1 of this Article shall remedy the non-compliance with the obligations included in the Listing Regulations of within BM&FBOVESPA‘s Novo Mercado the briefest period as possible, or within a new period granted by BM&FBOVESPA for such purpose, whichever is the shorter period.

Article 34. In the event of Diffuse Control and the Company’s delisting from Novo Mercado occur due to the non-compliance with any obligation included in the the Listing Regulations of BM&FBOVESPA‘s Novo Mercado (i) should the non-compliance result from General Meeting’s resolution, the tender offer shall be executed by the shareholders voting in favor of the resolution implying the non-compliance; and (ii) should the non-compliance result from act or fact of the Company’s Management, the Company shall carry out the tender offer for the deregistering as a publicly-held company addressed to all Company’s shareholders. Should the General Meeting resolve to maintain the registration as publicly-held company, the tender offer shall be carried out by shareholders who voted in favor of such resolution.

CHAPTER IX
ARBITRATION COURT

Article 35. The Company, its shareholders, Management and members of the Fiscal Council undertake to resolve, by means of arbitration, any and all dispute or controversy arising among them, related to or deriving from, especially, the application, validity, effectiveness, construal, infringement and its effects, of the provisions contained in the Listing Agreement of Novo Mercado Corporate Governance Special Practices, the Listing Regulations of BM&FBOVESPA‘s Novo Mercado, Market Arbitration Panel Rules issued by BM&FBOVESPA, Company’s Bylaws, shareholders‘ agreements filed at the Company’s headquarters, provisions of the Brazilian Corporation Law, rules issued by Brazilian Monetary Council, Brazilian Central Bank or CVM, BM&FBOVESPA regulations and other rules applicable to the operation of the capital markets in general, before the Market Arbitration Panel, in accordance with its respective Arbitration Rules.

Sole Paragraph. Without prejudice of validity of this arbitration clause, either party in the arbitration proceeding shall be entitled to appeal to the Judiciary Branch aiming at, and when necessary, request the writ of prevention to protect its rights, whether in an arbitration proceeding already filed or not filed yet. As soon as any measure of this nature is granted, the authority to decide on the merit shall immediately return to the arbitration court established or to be established.

CHAPTER X
LIQUIDATION OF THE COMPANY

Article 36. The Company shall be liquidated in cases provided for by law and these Bylaws, and the General Meeting shall elect the liquidator and the Fiscal Council, which shall operate during the liquidation period, observing the legal formalities.

Sole Paragraph. The Board of Directors shall appoint the liquidator, the directions and guidelines to be observed and define his fees.

CHAPTER XI
MISCELLANEOUS

Article 37. In compliance with all provisions contained herein, the terms and conditions contained in the shareholders’ agreements filed at the Company’s headquarters shall be observed.

Article 38. The cases not covered by these Bylaws shall be resolved by the General Meeting and regulated in accordance with the Brazilian Corporation Law.

Article 39. The Extraordinary General Meeting to approve these present Bylaws shall resolve on the effective number of the Board of Directors’ members and elect other members necessary to compose the body, where applicable.

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