Kroton Educacional S.A. (“Company”), in compliance with article 157, paragraph 4 of Law 6,404, of December 15, 1976 (“Law 6,404/76”), and CVM Rule 358 of January 3, 2002, and CVM Rule 319 of December 3, 1999, announces to its shareholders and the market that, on September 3, 2010, at the Company’s extraordinary shareholders’ meeting, the Company’s Board of Directors approved submitting, to the shareholders, the Instrument of Justification and Protocol of Share Merger (“Protocol”), entered into on September 3, 2010 between the management of the Company and its direct and indirect subsidiaries, Editora e Distribuidora Educacional S.A. (“Editora”) and IUNI Educacional S.A. (“IUNI” and, jointly with the Company and Editora, “Companies”), respectively, which establishes the main terms and conditions of the proposal for the absorption of IUNI shares into Editora and the subsequent absorption of Editora shares into Kroton (“Restructuring”), as previously announced to the market through the Material Fact published by the Company on March 12, 2010 (“Material Fact”).
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