KROTON EDUCACIONAL S.A. Publicly

KROTON EDUCACIONAL S.A.
Publicly-Held Company
Corporate Taxpayer’s ID (CNPJ/MF) 02.800.026/0001-40
Company Registry (NIRE) 31.300.025.187
MINUTES OF THE TWENTIETH BOARD OF DIRECTORS’ MEETING
Held on March 23, 2009
1. Date, Time and Venue: On March 23, 2009, at 10:00 a.m., at the headquarters
of Kroton Educacional S.A. (“Company”) at Rua Paraíba, n. 330, 12º, andar, parte,
in the city of Belo Horizonte, state of Minas Gerais.
2. Attendance: All members of the Company’s Board of Directors were present.
3. Presiding: Chairman: Júlio Fernando Cabizuca. Secretary: Alícia Maria Gróss
Figueiró Pinheiro.
4. Agenda: i) To approve the Management Report, Independent Auditors’ Report
and Annual Information relating to the fiscal year ended December 31, 2008, to be
submitted at the Annual Shareholders’ Meeting; ii) to approve the resignation of the
Company’s Academic Director, Prof. Aécio Lira; iii) To analyze and approve the
proposal for allocation of net income of the fiscal year ended December 31, 2008
and the Company's dividend policy for fiscal year 2009; iv) to approve the calling of
the Company’s Annual Shareholders’ Meeting. V) Other matters of interest to the
Company.
5. Decisions taken by unanimous vote:
5.1. To approve ad referendum the Annual Shareholders’ Meeting, the Company’s
Management Report and financial statements, as well as the Independent Auditors’
Report relating to the fiscal year ended December 31, 2008.
5.2. To approve the resignation of Prof. Aécio Freitas Lira from the Statutory
Director position (Academic Director) as per the resignation letter submitted by him
to the Company, which will be filed at the headquarters. The position of Academic
Director will be vacant till the Board of Directors appoints a replacement. The Board
of Directors, pursuant to article 21, ii, of the Bylaws, approves, without reservations,
the services of Prof. Aécio Lira as Academic Director.
5.3. To approve ad referendum the Company’s Annual Shareholders’ Meeting, the
proposal for allocation of net income and payment of dividends relating to the fiscal
year ended December 31, 2008, as follows:
(a) R$681,538.56 (six hundred eighty-one thousand, five hundred thirty-eight reais
and fifty-six centavos) to constitute the legal reserve, pursuant to article 193 of the
Brazilian Corporate Law;
(b) R$12,949,232.61 (twelve million, nine hundred forty-nine, two hundred thirty-two
reais and sixty-one centavos) to be paid to shareholders as dividends in proportion
to their shareholdings, which comes to R$ 0.0588193 per share or R$ 0.4117351
per unit, consisting of 1 common share (ON) and 6 preferred shares (PN).
5.4. To approve the Company’s dividend policy for fiscal year 2009 of paying up to
R$ 25,000,000.00 (twenty-five million reais), using the dividends referred to in item
5.3 above, relating to the net income from the year ended December 31, 2008 and
the distribution of dividends based on the interim income from 2009, always in
compliance with legislation and according to the Company’s financial position.
5.5. To approve the calling of the Company’s Annual Shareholders’ Meeting on
April 22, 2009, at the Company's headquarters at Rua Paraíba, n. 330, 14º andar,
parte, in the city of Belo Horizonte, state of Minas Gerais, at the time to be defined
and announced opportunely to shareholders. The call notice for the meeting too will
be formalized pursuant to legislation.
6. Closure: There being no further business to discuss, the meeting was
adjourned; these minutes were drawn up, read, found in compliance, approved and
signed. Signatures: Presiding – Chairman: Júlio Fernando Cabizuca; and
Secretary: Alícia Maria Gróss Figueiró Pinheiro. Board Members: Evando José
Neiva, Walter Luiz Diniz Braga, Júlio Fernando Cabizuca, Leonardo Emrich dos
Mares Guia, and Luiz Fernando Furlan.
This was extracted from the original Minutes filed in the Company’s records.
Belo Horizonte, March 23, 2009
Alícia Maria Gróss Figueiró Pinheiro
Secretary