NOTICE TO SHAREHOLDERS

Consequent to the Notices to Shareholders of October 10, 2008, November 18, 2008 and January 14, 2009, we hereby inform the shareholders of Anhanguera Educacional Participações S.A. (“Company”) the following:

1. In continuance of the subscription to the Company’s private capital increase approved at the Board of Directors’ Meeting held on October 10, 2008 (“Private Capital Increase”), the auction of 1,390,240 (one million, three hundred ninety, two hundred forty) Units relating to 1,390,240 (one million, three hundred ninety, two hundred forty) unsubscribed common shares and 8,341,440 (eight million, three hundred forty-one thousand, four hundred forty) preferred shares (“Auction”) was held at the São Paulo Stock Exchange (“BOVESPA”), with no subscription of Units in the Auction.

2. Thus, a total of 1,390,240 (one million, three hundred ninety, two hundred forty) common shares and 8,341,440 (eight million, three hundred forty-one thousand, four hundred forty) preferred shares, equivalent to 1,390,240 (one million, three hundred ninety, two hundred forty) Units, issued as part of the Private Capital Increase (“Unsubscribed Shares”) remained unsubscribed.

3. In view of the above and as authorized by the Brazilian Securities and Exchange Commission (CVM) through its Official Letter CVM/SER/GER-2/Nº 2167/2008 dated December 22, 2008, the Company announces that it intends (i) to cancel all the Unsubscribed Shares, and (ii) to call the Board of Directors’ Meeting to rectify and ratify the Private Capital Increase to reflect the Company’s paid-up capital and the shares actually subscribed as part of the Private Capital Increase.

4. The Company also highlights that (i) the objective of the Private Capital Increase was fully achieved with the delivery of 12,636,305 (twelve million, six hundred thirty-six thousand, three hundred five) new common shares and 2,190,277 (two million, one hundred ninety thousand, two hundred seventy-seven) preferred shares to the selling partners of the post-secondary institution LFG Business e Participações Ltda., Messrs. Luiz Flávio Gomes and Júlio César Gomes for acquiring it, pursuant to the Material Fact of October 7, 2008; and (ii) the Company does not need additional cash and will not be affected by the cancellation without subscription of the Unsubscribed Shares.

5. Shareholders and investors who subscribed to the Company’s shares issued as part of the Private Capital Increase may confirm or cancel the subscription by February 17, 2009. Absence of communication from subscribers will be considered as confirmation of subscription. Investors who inform cancellation of subscription will receive the amount subscribed during the Private Capital Increase, without any deductions or monetary restatement, and the corresponding shares will be included in the Unsubscribed Shares and consequently cancelled.

6. The Company announces that Messrs. Luiz Flávio Gomes and Júlio César Gomes have already manifested in writing, without any restrictions, their renunciation of any withdrawal rights on the 12,636,305 (twelve million, six hundred thirty-six thousand, three hundred five) new common shares and 2,190,277 (two million, one hundred ninety thousand, two hundred seventy-seven) preferred shares they subscribed as part of the Private Capital Increase.

7. Shareholders who wish to confirm or cancel the subscription of shares of the Private Capital Increase must communicate their decision directly through stockbrokers hired by them or at the branches of Banco Itaú S.A.

Valinhos, January 17, 2009.

Ricardo Leonel Scavazza
Vice-CEO and Investor Relations Officer

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