Acquisition of Uniasselvi May 2012

2

The statements in this document related to the business outlook and forecasts, operating and financial results and growth prospects of

Kroton, as well as the financial data and other estimates and evaluations for fiscal year 2012, are merely forecasts, and as such are

based exclusively on Management’s expectations for the future of the business. Such forward-looking statements depend substantially

on obtaining approvals and licenses for projects, industry conditions and the performance of the Brazilian economy, the industry and

international markets, and therefore are subject to change without prior notice. This performance report includes accounting and non-

accounting data, such as pro-forma operating and financial data and forecasts, that are based on the expectations of the Management

of the Company. The non-accounting figures have not been reviewed by the Company’s independent auditors.

Kroton has made assumptions and prepared this document based on the accuracy and completeness of the financial information and

other information and data made public about Uniasselvi or provided by, reviewed by or discussed with the Management of Uniasselvi.

For the financial forecasts and other information and data provided to or discussed with Kroton related to Uniasselvi, Kroton assumed

that the forecasts and other information and data were prepared by Uniasselvi and reflect the best estimates currently available to and

the best judgment of the Management of Uniasselvi regarding its future financial performance; however, these are still subject to the

same uncertainties described above.

To better understand their rights and how to exercise them, Kroton’s shareholders should complement the information herein with the

other information submitted by the Company to the Securities and Exchange Commission of Brazil (CVM), especially its Reference

Form and periodic financial information, in accordance with Brazilian Corporation Law and CVM Regulations.

Distance Learning is a high-growth business, as shown by Kroton’s recent new enrollments

Uniasselvi is highly synergic both in terms of geography and Distance Learning business models

The transaction is highly accretive for Kroton shareholders

Kroton has an excellent integration track record with proven capture of synergies

3

Solid capital structure to fund the acquisition

Uniasselvi has high margins and strong cash generation

49,183 57,844 61,431

10,474

10,885 11,276

1Q10 1Q11 1Q12

Number of Students - Undergraduate

+10%

Distance Learning

72,707

On-campus

68,729

59,657

10%

6%

CAGR

CAGR

4

7 Postsecondary campuses in Santa Catarina

12,500 On-Campus students

48 accredited Distance Learning Centers

73,700 Distance Learning students

Active Distance Learning Centers

Number of Students - Total

65,606

78,812

86,241

1Q10 1Q11 1Q12

+15%

CAGR

Students per center

1,329 1,205 1,280

On-Campus

41

48 48

1Q10 1Q11 1Q12

Distance Learning

325,599

411,840 86,241

Kroton Students Uniasselvi Students Kroton + Uniasselvi Students

123,283 135,826

12,543

Kroton Students Uniasselvi Students

Kroton + Uniasselvi Students

202,316

276,014 73,698

Kroton Students Uniasselvi Students

Kroton + Uniasselvi Students

Total 1 Postsecondary Students - 1Q12

On-Campus Postsecondary Students - 1Q12 DL Postsecondary Students - 1Q12

+26%

+10% +36%

5 1 Excludes Unirondon students

23%

65%

12%DL

On-Campus

K-12

73%

27%DL

On-Campus

31%

59%

10%

DL

On-Campus

K-12

Campuses (#) 53

DL Centers (#) 2 447

Campuses (#) 7

DL Centers (#) 2 48

Campuses (#) 1 46

DL Centers (#) 2 399

+ =

468 Cities 54 Cities 496 Cities

Kroton Uniasselvi

+ =

Highly Complementary Businesses – % Net Revenue 3

Kroton Uniasselvi Kroton + Uniasselvi

With Uniasselvi, Kroton expands its presence to 28 new cities (22 DL + 6 On-Campus)

1 Consider 2 Campuses of Unirondon 2 Kroton has another 153 centers in operation offering only Graduate programs that are also shown on the above maps 3 Projected net revenue based on the Uniasselvi Evaluation Model and Kroton 2012 Budget

Kroton + Uniasselvi: Expand the Presence in Brazil and also Higher Revenue Contribution from Distance Learning Business

6

25.0

38.6

15.9%

19.7%

2010 2011 % EBITDA Margin

157.5

196.3

2010 2011

Uniasselvi – Net Revenues (R$ mm)

+25%

Uniasselvi – EBITDA (R$ mm)

+54%

17.1

33.4 10.9%

17.0%

2010 2011 % Net Margin

Uniasselvi – Net Income (R$ mm)

+95%

Note: Uniasselvi EBITDA and Net Income were adjusted to Kroton´s accounting practices and therefore had a negative adjustment compared

to the financial statements of Uniasselvi 7

Net Revenue grew 25% compared to 2010

EBITDA of R$38.6 million and EBITDA Margin of 19.7%

Net Income of R$33.4 million and Net Margin of 17.0%

1,200

2012E

305

25.0%

2012E % EBITDA Margin

1,424

2012E

350

24.6%

2012E % EBITDA Margin

Kroton1 – Net Revenue (R$ mm)

Kroton1 – EBITDA (R$ mm)

Combined1 – Net Revenue (R$ mm)

Combined1 – EBITDA (R$ mm)

8

1 Excludes impacts from the Unirondon acquisition 2 Excludes synergies in 2012

Uniasselvi – Net Revenue (R$ mm)

224

2012E

45

20.1%

2012E % EBITDA Margin

Uniasselvi – EBITDA2 (R$ mm)

+

+

=

=

Uniasselvi: expected EBITDA cash conversion ratio of 60-70% in 2012

On-Campus

100% On-Campus

Only complementary activities via DL

Undergraduate and

Graduate 51 Campuses

141,296 Students

On-Campus with 20% DL

Minimum of 80%

On-Campus and up to 20% DL

Undergraduate (Pilot Project 2012/2) 39 Campuses

Uniasselvi DL (“Semi-presence”)

20% On-Campus and 80% DL Web

Based

DL Undergraduate 48 Centers

61,431 Students

Unopar DL (“Telepresence”)

20% Telepresence and 80% DL Web

Based

DL Undergraduate 399 Centers

192,455 Students

100% DL Web Based

100% DL Web Based

DL Graduate 600 Centers

22,128 Students

9

Highly Complementary Business Models

Note: Data as of March 2012, excluding Unirondon

( - ) Digital ( + ) Digital

Unopar Uniasselvi

Telepresence Semi-presence

36% of cash receipts, transferred in the

month after

Maximum value of R$40/student, which is

transferred in the month after receipt, and

payment of professor costs

In class Tutor and Online Teacher There is no Tutor; Teacher present in

classroom

1 per week 1 per week

Done by Unopar Done by Uniasselvi

Done by Unopar Done by Uniasselvi

10

Model

Transfer

to Centers

Presence in

Classroom

Face-to-Face

Class

Content

Development

Financial

Management

R$189.36 R$178.84 Average Net

Ticket ¹

Average of 500 Students/Center Average of 1,280 Students/Center Size of Centers

1 Average student ticket in 1Q12

11

Post Merger Integration (PMI) Methodology

18 Integration Fronts

People, Processes, Systems and Project Consulting

Integration Structure

Integration Committee

Integration PMO

Integration Fronts

Immediate Management

Indicators

Human Resources

Budget

Legal

Communication

Diagnostic Financial

Academic

Accounting

Student Management

Distance Learning

Integration Management

Marketing and Sales

Operations

Regulatory

Inputs

• Integration guidelines

• Decision making

IT

Synergies already quantified and expected to be captured in the short-term :

Synrgy Front 2013 Synergies (R$ mm)

Total 12.5

12

New Synergies

Expansion

of Centers

Expansion of

Academic Programs

On-Campus

Business

• Synergies between Unopar and Uniasselvi Distance Learning models

• New Unopar + Uniasselvi Distance Learning Centers

• New Distance Learning Undergraduate and Graduate programs

• Expansion of FIES student loan program (low penetration)

• New On-Campus Undergraduate Programs

Upsides to be captured in the Unopar and Uniasselvi operations:

Enterprise Value (EV) R$510.0

Net Debt R$0.0

Equity Value R$510.0

Payment Term 6 years

Cash R$335.0

Financing R$175.0 (@CDI)

Potential Maximum Earn-out: ¹ R$ 15.0

13

Summary of Acquisition Price (R$ mm)

1 Earn-out limited to R$15 million and will only be paid proportionally if Uniasselvi’s Net Revenue surpass R$230 million in 2012 up to R$260 million. 2 Considers only bank obligations.

1Q12 Post-Deal

Cash 531.4 196.4

Total Loans and Financing 578.4 578.4

Short Term 28.0 28.0

Long Term 550.4 550.4

Net Cash (Debt) ² -47.0 -382.0

Net Debt (R$ mm)

Payment Structure (R$ mm)

Cash R$335.0

Annual Installments: Jun/2013 - Jun/2017 (@ CDI)

R$27.5

Final Installment: Jun/2018 (@ CDI) R$37.5

Total R$510.0

1.1x EBITDA estimated for 2012

Cash payment financed with Kroton´s cash position

P/E

Multiples at Face Value R$ mm 510.0

Adjusted Net Income 37.5 13.6

Adjusted Net Income with synergies pro-forma

50.0 10.2

P/E

Multiples at NPV R$ mm 421.7

Adjusted Net Income 37.5 11.2

Adjusted Net Income with synergies pro-forma

50.0 8.4

EV/EBITDA

Multiples at Face Value R$ mm 510.0

EBITDA Adjusted 45.0 11.3

EBITDA Adjusted with synergies pro-forma 57.5 8.9

EV/EBITDA

Multiples at NPV R$ mm 421.7

EBITDA Adjusted 45.0 9.4

EBITDA Adjusted with synergies pro-forma 57.5 7.3

EBITDA Multiples 2012 P/E Multiples 2012

14

Valuation indicates that the acquisition is highly accretive for Kroton shareholders

Notes: Synergies Pro-forma: Considered amount related to 100% of the Synergies if captured in 2012 Net debt equal to zero at closing date Uniasselvi EBITDA and Net Income were adjusted to align accounting practices with those adopted by Kroton and suffered reductions compared

to the financial statements of Uniasselvi

1 Market capitalization at end of period 2 Considers capital increase of R$597 million and payment to Unopar’s Sellers of 13.9 million units 3 Data as of March 2012 for the combined companies (Kroton + Unirondon + Uniasselvi) 4 Net Revenue in 2012 projected for the combined companies (Kroton + Uniasselvi) 5 Considers price of R$27.00 for Kroton’s units (close on May 24, 2012) and payment to Unopar’s Sellers of 13.9 million units

2007 2009 2010 2011

Postsecondary

Students (‘000)

Net Revenue

(R$ mm)

Event

Market

Capitalization

(R$ mm)

IPO Entry of Advent

and capital

increase

IUNI acquisition

and integration

Unopar

acquisition and

capital increase

44 85 253

148 343 642 714

881 1,106 1,428 2,452

18

2 1

2012

Uniasselvi

acquisition

417

4

3,600

1,424

3

5

CAGR 2007 -

2012

87%

57%

15

33%

Distance Learning is a high-growth business, as shown by Kroton’s recent new enrollments

Uniasselvi is highly synergic both in terms of geography and Distance Learning business models

The transaction is highly accretive for Kroton shareholders

Kroton has an excellent integration track record with proven capture of synergies

16

Solid capital structure to fund the acquisition

Uniasselvi has high margins and strong cash generation

Investor Relations www.kroton.com.br/ri

Carlos Lazar

carlos.lazar@kroton.com.br

+55 11 3775-2288

Carolina Igi

carolina.igi@kroton.com.br

+55 11 3775-2003

José Eduardo Szuster

jose.szuster@kroton.com.br

+55 11 3775-2249