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MINUTES OF EXTRAORDINARY GENERAL MEETING
HELD ON MAY 4, 2009
Date, Time and Place: On May 04, 2009, at 10:00 a.m., at the headquarters of Anhanguera Educacional Participações S.A. ("Company"), located at Alameda Maria Tereza, no. 2000, sala 06, in the City of Valinhos, State of São Paulo.
Attendance: Shareholders representing more than two-thirds (2/3) of the Company’s voting capital, according to the signatures contained in the Company’s Shareholders Attendance Book. Members of the Company’s management also attended the meeting.
Call and Publications: Call notice was published in the Official Gazette of the State of São Paulo on April 18, 23 and 24, 2009, and in the Valor Econômico newspaper, on April 20, 22 and 23, 2009.
Presiding Board: Chairman: Mr. Alexandre Teixeira de Assumpção Saigh; Secretary: Mr. Luiz Otávio Reis de Magalhães.
Agenda: (i) To ratify the acquisitions of (a) Sociedade Educacional Caxias do Sul Ltda. (“Kantum”), (b) Sociedade Educacional Centro América Ltda. (“Facam”), (c) Centro de Ensino Superior de Rondonópolis S/A Ltda. (“Cesur”), (d) Sociedade Brasileira de Ensino Superior Ltda. (“Fabrai”), (e) SBCEC – Sociedade Brasil Central de Educação E Cultura S/S Ltda. (“SBCEC”), (f) SOESC – Sociedade Educacional Sul Sancaetanense S.S. Ltda. (“SOESC”), (g) Centro de Ensino Unificado de Taguatinga Ltda. (“Fast”), (h) Pioneira Educacional Ltda. (“Pioneira”), (i) Instituição de Ensino de Sertãozinho Ltda. (“Fasert”), (j) Editora Microlins Ltda, former corporate name of Escola de Profissões S.A. (“Microlins”), (l) LFG Business e Participações Ltda. (“LFG”), (m) Colégio Universitário de Taboão da Serra Ltda. – EPP. (“Colégio I”), (n) Colégio Universitário Taboão Ensino Fundamental Ltda. – EPP. (“Colégio II”), (o) Cursinho Universitário Taboão da Serra Sociedade Simples Ltda. (“Cursinho”), (p) EM Colégio Universitário de Taboão da Serra Ltda. – EPP. (EM Colégio), and (q) Escola de Educação Infantil Universitário Junior Taboão da Serra Ltda. (“Escola”), pursuant to Article 256 of Law 6,404/76; (ii) To deliberate on the proposal to amend Article 5 of the Bylaws in view of the capital increase approved at the Board of Directors’ Meeting held on October 10, 2008, and ratified and homologated at the Board of Directors’ Meeting held on March 3, 2009; (iii) To deliberate on the proposal to amend Articles 10, 11 and 17 of the Bylaws, aiming to (a) establish additional controls for eventual operations with derivative instruments (Article 10), and (b) to increase the number of Executive Officers and the Company’s form of representation (Article 11 and 17); and (iv) to examine and deliberate on the Management Proposal to convert up to forty-five million (45,000,000) common shares issued by the Company into preferred shares, at the ratio of one preferred share for each common share, pursuant to the terms and conditions set forth in said proposal.
Reading of Documents, Receipt of Votes and Drawing Up of the Minutes: (1) The reading of documents related to the matters to be resolved at the Extraordinary General Meeting was dismissed by unanimous vote, since they are thoroughly known by the shareholders; (2) The announcements of votes, protests and dissidences that may be presented shall be numbered, received and authenticated by the Presiding Board and filed at the Company’s headquarters, in accordance with Article 130, Paragraph 1, of Law 6,404/76; and (3) The drawing up of the minutes herein in the form of abstract was authorized, as well as its publication, omitting the signatures of all shareholders, in compliance with Article 130, paragraphs 1 and 2, of Law 6,404/76, respectively.
Resolutions: After examining and discussing the matters related to the agenda, the shareholders have resolved: (i) to ratify, by unanimous vote, without reservations, in accordance with Article 256 of Law 6,404/76, the control acquisition of companies mentioned in item (i) of the agenda above. In accordance with Article 256, Paragraph 2, of Law 6,404/76, as the acquisition price exceeded one time and a half the largest amounts referred to in section II of Article 256 of Law 6,404/76, dissenting shareholder of this resolution shall be entitled to withdraw from the Company by means of refund of his/her shares, in compliance with Article 137 of Law 6,404/76 and following conditions: (i) the refund amount per common or preferred share: one real and fourteen centavos (R$1.14), corresponding to the book value per Company share, except for the right of drawing up the special balance sheet referred to by paragraph 2, Article 45 of Law 6,404/76; (ii) expiration date for the exercise of withdrawal right: thirty (30) days as of the publication date of the minutes of this Extraordinary General Meeting; and (iii) expected date to pay refund amount: within ten (10) days as of the expiration date for exercising the withdrawal right. The dissenting shareholder may exercise the right of shares refund of which, were provenly owned by him/her on April 18, 2009, date of the first publication of call notice of this Extraordinary General Meeting; (ii) to homologate, by unanimous vote, without reservations, Company’s capital stock increase, approved at the Company’s Board of Directors Meeting held on October 10, 2008, rectified and homologated at the Board of Directors Meeting held on March 3, 2009, in the total amount of forty million, three thousand, three hundred, forty-two reais and eighty centavos (R$40,003,342.80), by issuing twelve million, six hundred, thirty-six thousand, four hundred and eighty-two (12,636,482) common shares and two million, one hundred, ninety-one thousand, three hundred and thirty-nine (2,191,339) preferred shares.
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