KROTON EDUCACIONAL S.A. Authorized Capital Publicly

KROTON EDUCACIONAL S.A.
Authorized Capital Publicly-held Company
Corporate Taxpayers’ ID (CNPJ/MF) 02.800.026/0001-40
Corporate Registry (NIRE) 31.300.025.187
MINUTES OF THE 16th BOARD OF DIRECTORS’ MEETING
Held on May 6, 2008
1.
Place, time and date. Held at the headquarters of the subsidiary of Kroton
Educacional S.A. (“Company”) - Pitágoras Sistema de Educação Superior Soc. Ltda located at Rua São Bento, n. 41, in the city of Jundiaí, state of São Paulo, at 11:00 a.m.,
on May 6, 2008.
2.
Call Notice and Attendance. Call notice was waived, pursuant to Paragraph 3,
Article 20 of the Company’s Bylaws, since all members of the Company’s Board of
Directors attended the meeting.
3.
Presiding Board. Chairman: Júlio Fernando Cabizuca. Secretary: Alícia Maria
Gróss Figueiró Pinheiro.
4.
Agenda: i) Resolve on the presentation of the financial results for the first
quarter of 2008 and respective Earnings Release; ii) Ratify the acquisition, by the
Company’s Board of Executive Officers, of one hundred per cent (100%) of the capital
stock of SOCE – SOCIEDADE CAPIXABA DE EDUCAÇÃO LTDA, controlling
company of Faculdade Unilinhares, located in the city of Linhares, state of Espírito
Santo; IERC – INSTITUTO DE ENSINO DE RIO CLARO E REPRESENTAÇÕES
LTDA, controlling company of Faculdade CBTA, located in the city of Rio Claro, state
of São Paulo.
Resolutions taken by unanimous votes:
1. The Chairman instated and opened the meeting, where preliminary clarifications
were made and subsequently, financial results for the first quarter of 2008 and the
respective Earnings Release were presented by the Company’s Vice Chief Executive
Officer, Mrs. Alícia Maria Gróss Figueiró Pinheiro. After presentation of the financial
results and the Earnings Release, the Board members examined them and fully
approved these documents.
2. The Chairman offered the floor to the Company’s CEO, Mr. Walter Luiz Diniz
Braga, who presented to the Board Members a summary of negotiations to acquire one
hundred per cent (100%) of the capital stock of SOCE – SOCIEDADE CAPIXABA
DE EDUCAÇÃO LTDA, controlling company of Faculdade Unilinhares, located in
the city of Linhares, state of Espírito Santo and of IREC – INSTITUTO DE ENSINO
RIO CLARO E REPRESENTAÇÕES LTDA, controlling company of Faculdade
CBTA, located in the city of Rio Claro, state of São Paulo. After the Chief Executive
Officer’s explanation, which included clarifications on business area and local market,
the attending Board Members approved the acquisitions made by Editora e
Distribuidora Educacional Ltda and fully ratified all the acts taken by the Board of
Executive Officers for its conclusion. The Chief Executive Officer informed the Board
Members that the legal documents supporting the acquisitions are filed at the
Company’s headquarters.
6.
Closure: The being no further business to discuss, the meeting was adjourned
to draw up these minutes, which were read, approved and signed by all attending
members. Signatures: Presiding Board – Chairman: Júlio Fernando Cabizuca; and
Secretary: Alícia Maria Gróss Figueiró Pinheiro. Members of the Board of Directors –
Evando José Neiva, Walter Luiz Diniz Braga, Júlio Fernando Cabizuca, Luiz Fernando
Furlan and Leonardo Emrich dos Mares Guia.
This is a free English translation of the minutes drawn up in Company’s record. The
original was signed by all attending members.
Belo Horizonte, May 6, 2008.
Júlio Fernando Cabizuca
Chairman
Alícia Maria Gróss Figueiró Pinheiro
Secretary