Estacio

NOTICE TO SHAREHOLDERS
Exercise of Withdrawal Rights

Estácio Participações S.A., a publicly held corporation located in the city and state of Rio de Janeiro at Av. Embaixador Abelardo Bueno, 199, 6° andar, sala 601, Barra da Tijuca, Rio de Janeiro, RJ, CEP: 22.640-102, inscribed in the roll of corporate taxpayers (CNPJ/MF) under number 08.807.432/0001-10 and registered at the Rio de Janeiro State Commercial Registry under Company Registry (NIRE) number 33.3.0028205-0. (“Company”), hereby informs its shareholders that the period for the exercise of withdrawal rights due to (i) the acquisition of the entire capital stock of ANEC - SOCIEDADE NATALENSE DE EDUCAÇÃO E CULTURA LTDA, the maintaining entity of Faculdade de Natal ("FAL"), an institution with headquarters and campus located in the city of Natal, state of Rio Grande do Norte, through the subsidiary Irep Sociedade de Ensino Superior Médio e Fundamental Ltda. (“Irep”); (ii) the acquisition of the entire capital stock of Sociedade Universitária de Excelência Educacional do Rio Grande do Norte Ltda., the maintaining entity of Faculdade de Excelência Educacional do Rio Grande do Norte - FATERN ("FATERN"), an institution with headquarters and campus located in the city of Natal, state of Rio Grande do Norte, through its subsidiary Irep Sociedade de Ensino Superior Médio e Fundamental Ltda. (“Irep”); and (iii) the acquisition by the Company of the entire capital of Sociedade Nova Academia do Concurso-Cursos Preparatórios Ltda. (“Academia do Concurso”), which in turn is the owner and manager of the on-campus preparatory courses for civil service examinations (tax and mid-level careers) and also the owner of the assets and rights related to the management (including transfer of maintenance) of Faculdade da Academia Brasileira de Educação e Cultura (“FABEC”), the latter through the subsidiary Sociedade de Ensino Superior Estácio de Sá Ltda. (“SESES”); and, lastly, the acquisition of the entire capital stock of Rio Neiva Participações Ltda., whose name was changed to Estácio Editora e Distribuidora Ltda., having acquired all the assets of Livraria Nova Academia, all of which headquartered in Rio de Janeiro, will be thirty (30) days as of June 28, 2011, the publication date of the minutes of the Company’s Shareholders’ Meeting that ratified the acquisitions. Therefore, dissenting shareholders may exercise their right to withdraw until July 29, 2011. The payment of the reimbursement of the value of the common shares issued by the Company for shareholders of record on February 23, 2011, April 8, 2011, and April 13, 2011, the publication dates of the respective Material Facts disclosing each acquisition, based on trading on the stock exchange on said date, inclusive, will correspond to the amount of R$ 7.4679 per share, which represents the book value per share, which is the lowest between the Company‘s shareholders’ equity and enterprise value, as provided for by Sole Paragraph, Article 12 of its Bylaws. The reimbursement of the amount per share for shareholders manifesting their right to withdrawal will be effected on August 10, 2011, which corresponds to the 10th business day after the expiration of the period for the exercise of withdrawal rights, as provided by governing law.

Rio de Janeiro, June 28, 2011

Rogerio Frota Melzi
Investor Relations Officer

To see the full version of the Notice to Shareholders, click here.