Corporate Presentation 3Q08

2

Who we are

Campus Rebouças

Campus Tom Jobim

Campus R9

Who we are

Largest player in the undergraduate sector in Brazil

209k undergraduate students

National Footprint: 80 campuses in 16 states

2 Universities, 2 University Centers and 24 Colleges

Asset Light Model: ROE of 19,4% (9M08)

LTM Revenue of R$940 million and EBITDA of R$100 million (Sep/08)

Labor Market Oriented Programs

Higher Governance Standards: Only Education Company at Novo Mercado

23 2635

51

70

118

141135

144

162167

178209*

1970/96 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 Sep08

Current Focus: Efficiency Gains

Turnaround andPreparation for IPO

Strong Organic Growth

National Leadership

North and Northeast:

subsidiaries for profit status

Main subsidiary with for profit status (Feb/07)

Begin National ExpansionU

nd

erg

rad

uat

e S

tud

en

ts

(in

th

ou

san

d)

3

(Accounting and Management Systems)

IPO (July/07)

Who we are

GP (May/08)

Efficiency Gains and

Consolidation

(*) – Includes recent acquisitions

CAGR of 25.7% - 1997/2005 (Vs 13.5% for Brazil)

Asset Light Model: Long Term Leasing Agreements (Campuses)

Early Stages

2008

3.3 12.5

0.7

5.0

4.2

1.8

1.5

2.6 12.5

3.0

1.3

2.8 20.7

Largest Student Base: 209 k undergraduate students1 – Sep/08

Largest Student Base

Market-Share per State2

Source: SINAES/20062 – Undergraduate students enrolled (excludes public universities)

Monthly Tuition: R$458 (9M08; +5.0% yoy)

University University Center College

Upgrade to University Center(in process of approval with the MEC3)

43 – Ministry of Education

119.3 2.1

1.4

4.6 2.5

1.4

6.0

Estácio Students per State (th.)

1- Includes recent acquisitions

28.6%

20.5%

8.1%

7.0%

5.9%

5.9%

3.6%

3.0%

2.2%

1.7%

1.0%

0.7%

RJ

CE

BA

PA

PE

ES

MS

SC

MG

GO

SP

PR

Labor Market Oriented Programs

5Who we are

Self-financed students (with family support)

Family income up to 10 minimum salaries (~73%)

Searching for Career Searching for Salary improvement

Living in Urban Centers (large cities)

Young working adults (~70%)

• Convenience multi-campus

• Location (work / home)

• Internship Programs

• Adequate Facilities

• Competitive Price

• Perceived Quality (above average)

• Focus on Labor-Market

Target Market

Our Student Profile

6

ESTC3: Competitive Advantages

Headquarter in RJ

Campus Tom Jobim

Gastronomy Class

Competitive Advantages

Strong Shareholder Structure: Co-Management with GP Investments (Largest Private Equity in LATAM)

Best Governance Practices: Only Voting Shares & Novo Mercado Listing

Highly Qualified Professional Management Aligned with Shareholders (Bonus and Stock Option)

Widest Scope for Margin Improvement in the Industry

Significant Growth Opportunities (M&A / Organic)

Huge Undergraduate Student Base (Scale) & Geographic Coverage (presence in different markets)

Sound Balance Sheet: No Leverage and Strong Cash Position

7

Large Expertise in the Education Sector

National Expansion and Market Leadership

Active Management Meritocracy CultureProven track record in the Brazilian Market (Gafisa, Lame, Ambev, Submarino, ALL, Magnesita and others)

Founder Shareholders

GP Investments

54.8% 20.0 % 25.2%

Corporate Governance Standards

Free Float

• Listed at Novo Mercado: Only Voting Shares

• 100% Tag Along Rights

• Independent Board Members

Dividend Policy (Shareholder Agreement)

• Fiscal Council • Internal Audit and Risk Management • Audit and Compensation Committee

• Clear Shareholder and Corporate Structure

Shareholder Structure and Corporate Governance

Strong Shareholder Structure

8

Shareholder Agreement with GP

Highlights of Shareholder Agreement

GP & Shareholders´ Agreement

Co-Management 5 years (renewable for 2+ years)

Board Members 4 each party (being 2 independent)

Lockup period of 3 years

M&A Agreement

Non-Competition Agreement

Minimum Dividend Payout (50% of Net Income)

Leading Private Equity Firm in LATAM / First Listed Stock

Mission: Generate Exceptional Long-Term Returns to its Investors and Shareholders

Outstanding performance of invested companies, with integrity, clear targets, entrepreneurship, meritocracy and professionalism. Some examples:

IRR: 1,339% (3 year investment)

IRR: 148% (3 year investment)

IRR: 17% (12 year investment)

IRR: 24% (10 year investment)

Highly Qualified Professional Management Team

Professional Team

Management Experience

Eduardo Alcalay – CEOEduardo Alcalay – CEO

GP Partner; Former board member at Estácio, Cemar and Equatorial; Partner at Singular Partners and Vice President at UOL

Variable compensation (Bonus + Stock Option)

People Development

Lorival Luz – CFO

Treasury Director at Citibank - Banco Credicard; Corporate Bank Chief of Staff

Rogério Melzi – Economic and Operational Planning

Head of Financial Planning in Suzano; Planning Officer in Inbev/Labat and Ambev

Miguel de Paula – People and Management

Head of Human Resources in Farmasa and Votorantim; HR Manager at Gerdau

Rubens Vasconcelos – Academic Officer

Member of the Board of Directors at Cultura Inglesa; COO at Máxima Consultoria; CFO at Cougar

Jessé Hollanda – Operations

Principal of Estácio´s College in Ceará; Academic Director of CSN Foundation and Executive Board member of CBS

Alexandre Ferraz – Market OfficerAlexandre Ferraz – Market Officer

Sales and Corporate Marketing Manager at Infoglobo

Align interests of shareholders andmanagement

Implement targets on global and individual basis (cost cutting, quality goals)

Reconcile quality and long-term targets

Retain key managers and professionals

Maximum dilution of 4.15%

• Faculty Training Program

• Trainee Program for Estácio´s students

• Executive Development Plan

• Qualification for Course Coordinators

• Variable Compensation for Course Coordinators & Teachers

9

Widest Scope for Margin Improvement in the Industry

10Widest Scope for Margin Improvement in the Industry

General and Administrative Expenses (G&A)Streamline of Organizational StructureShared Services CenterSystem Integration & Process ReviewZero Based /Matrix Budgeting

Cost of Services - Teacher Union Agreement (Rio)- Modularization and Flexible

Assessment- Common Courses- Course Standardization - On-Line Programs

Distance LearningExtra-Class Activities

Drivers of Efficiency Gains

12%

21% 21%

EBITDA MARGIN (9M08)

24%

AEDU SEB KROT ESTC

Margin Improvement: Opportunities on G&A Expenses

• Management (SAP) and Academic (SIA) Systems – Already

running in all our units

11Margin Improvement Opportunities

IntegratedSystems

Streamlined Processes

• Streamline of organizational structure

• Process Standardization (Shared Services / Academic Content /

Student Assistance / Corporate Centers)

• BackOffice Centralization: Procurement / Accounting / HR / Legal /

Accounts Payable / Treasury / IT / Real Estate Management

Zero Based Budgeting

• Zero Based / Matrix Budget

• Internal / External Benchmarks (“Projeto Modelo”)

• Best Practices Sharing

Margin Improvement: Opportunities on COGS - Faculty Costs

12

Academic Reform

MODULARIZATION: Reduce Course Pre-requisites / Reduce Attrition / Flexible Curricula

COMMON COURSES: Same Course for Different Programs (Languages, Maths, etc)

STANDARDIZED PROGRAMS in all our campuses

DISTANCE LEARNING: Increasing usage of on-line activities (up to 20% of Schedule)

Labor Agreement - Rio Increase wages below inflation

Increase the number of students per class

Margin Improvement Opportunities

Organic

• Undergraduate market highly untapped

• Upgrading Colleges to University Centers

• Opening of new campuses, programs and seats

Acquisitions

• Market share relevance – expansion and consolidation

• Strategic fit – compatible market positioning

• Priority for university centers

• Take advantage of potential synergies

Distance Learning

• Opening a new market; reaching new segments

• Produce and distribute Estácio´s own learning content

• Marginal CAPEX - sunk costs

Growth Opportunities

13Significant Growth Opportunities

• Maximizing growth opportunities in São Paulo and NE Markets

Deeply Discounted vs Domestic and International Peers

8.7

27.314.5

US

ESTÁCIO

Peer Comparison

Education Sector

2008Average

EV/EBITDA P/E

Education Sector 14

12.1

13.6

Brazil

International

8.2

14.5

26.9

-40% -55%

-43% -56%

Based on Market Consensus

-6% -17%

Discount Vs

Brazil

US

Global

Estacio Offersa Huge Upside Opportunity

Best ROE In Industry

High Mobility to Grow

Lowest Permanent Assets1

per Student

15

ESTC R$961 x Industry Average of ~R$2,400

Efficient Business Model

Asset Light Model: Low Investment in Real Estate

Return on Equity (September/ 08)1

1 – LTM Net Income / Shareholders´Equity

Source: Company Data

14%

20%

10%12%

1 – Excluding investment / Goodwill / Deferred charges

AEDU SEB KROT ESTC

NetRevenue

EBITDANet

Income

Analyst Coverage & Forecast

964 122 86

962 86

113972

101

95967 110

UBS

MorganStanley

Average

Brokers

171 134

131

150 1531,107

121

1,120

225 175

199

187 182

171

286 241

258

259 244

203

135

1,053

1,142

Analyst Coverage & Forecast

1,245

1,151

1,305

1,528

1,940

1,578

2008 2009 2010 2011R$ million

09/09

07/07

11/13

ReportDate

Date Rel.

Analyst Coverage 16

R$ 33

TP

R$ 47

R$50

Unibanco 12/04 R$ 32

117979 1731,195 1,526

1,330 1,561

190225 348

284173209

278

231

103 165

104946 96

141

1,031 122 166 141 220 1891,279 1,407Safra 05/26 R$ 30

Fator

1,320

1,493 295 227

CS 11/04 R$ 33 1,309 219 1901,052 158 145957

117

94110

154

ITÁU 12/02 R$ 32

982 105 88 1,230 162 103 1,526 234 145 1,742 306 208

NetRevenue

EBITDANet

IncomeNet

Revenue EBITDANet

IncomeNet

Revenue EBITDANet

Income

Santader 12/11 R$ 29 975 102 93 1,147 145 134 1,298 216 191 1,477 298 258

Adjusted Net Income2 60

(R$ million) 2005 2006 2007 9M08

EBITDA Margin ex-rental 16% 20% 20% 21% 20%

EBITDA ex-rental1 124 164

Net Revenue 762 829 860 637 727

Net Cash

23

(4)

81

229

58

264

72

271(48)

Adjusted EBITDA1

Adjusted EBITDA Margin 12% 12% 12%

56 96 8479

9M07

101

133172 147

Financial Highlights

16

12%7%

Financial Highlights

(1) Adjusted in 9M07, to the payment of taxes in January 07 (SESES became for profit in February 2007) and to extraordinary expenses in 9M08

(2) Excluding goodwill amortization from acquisitions and extraordinary expenses

Annex

17

2001 2002 2003 2004 2005 2006

Public PrivateSource: INEP/MEC

Sector Overview – Significantly Untapped Demand

Post-secondary Enrollments – (Unesco – 2005, million)

Post-secondary Institutions in Brazil (units) Total Enrollments (million)

Gross Enrollment Rate (Unesco - 2005)

Largest market in Latin America, with low penetration rates and increasing demand for qualified labour

19

High Growth Potential

183 195 207 224 231 248

1,208 1,442

1,652 1,789 1,934 2,022

2001 2002 2003 2004 2005 2006

Public Private

Positive Sector Dynamics

69%

73%72%

71%70%

74%

31% 27%28%29%30% 26%

3.0

4.54.2

3.93.5

4.7

11%19% 20% 22%

43%

61%68%

82%

Índia China Brasil México Chile Argentina Rússia EUA

21.3

17.2

11.7

9.0

4.5 4.0

China USA India Russia Brazil Japan

High Potential for Consolidation

1,934 Institutions3.9 million enrollments

Sector Overview: Highly Fragmented Market

Top 10 Non-Government Institutions Market Share

Based on Number of Enrolled Students

Non-Government Institutions (number & Size)

2K < 4.9K

1,014

616

173

Top10 largest post-secondary institutions account for less than 20% of total enrollments1

Number

of i

nstit

utio

ns

Up to 499

500 < 1.9K

5K or more131

Number of students

20

23.1%

76.9%

10+ Others

(1) Source: Hoper Educational , MEC

Positive Sector Dynamics

Sector Overview - Regulatory Framework

University

Autonomy, guaranteed by the constitution, to create programs within the city (except for Medicine, Law, Psychology and Odontology) Allowed to create campuses outside the city, subject to authorization by the Ministry of Education (MEC) Ability to register diploma without the MEC authorization

University Centers

Autonomy, guaranteed by federal gov’t decree, to create programs inside the city, except for Medicine, Law, Psychology and Odontology Ability to register diploma without MEC authorization No need to conduct research

Colleges No minimum requirements on faculty qualification or hours of work ( full time regime)

1/3 of faculty must hold a master or PhD degree 1/3 of faculty must be in full time regime or must offer 3 master programs with CAPES (ministry’s graduate coordinator) recommendation Need to conduct research

1/3 of faculty must hold a master or PhD degree 1/5 of faculty must be in full time regime Not allowed to create other campuses outside the city

No autonomy to create new programs, vacancies or to register diplomas without the MEC authorization

Institution CostsBenefits

20Regulatory Framework

Students (thousand)

22Financial and Operational Performance

Undergraduate Student base and Revenue Growth

Net Revenue (R$ million)

*

* Includes recent acquisitions

162 167178 179

209

2005 2006 2007 9M07 9M08

762

829860

638

727

2005 2006 2007 9M07 9M08

23

Cost of Services and SG&A (R$ million)

Cost of Services

*NR = Net Revenue

SG&A

Gross Margin: 39.2% Gross Margin: 39.9%

Financial and Operational Performance

76.4% 75.9%

15.1% 15.8%

3.3% 3.5%5.1% 4.7%

9M07 9M08

Others Third-Party Services Rentals Faculty

R$387.9 M R$437.1 M

R$145.4 M 81.8% 79.5%

18.2% 20.5%

9M07 9M08

Selling General and Administrative

R$177.7 M (27.9% NR*) R$212.2 M (29.2% NR*)

R$32.3 M R$43.5 M

R$168.7 M

Adjusted Net Income 2Adjusted EBITDA 1

24Financial and Operational Performance

Adjusted EBITDA and Net Income (R$ million)

1 - Adjusted in 9M07 to the payment of taxes in January 2007 (SESES became for-profit in February 2007) and to the one-off expenses in 9M08

CAGR 34.3%

CAGR 87.7%

2 - Excluding goodwill amortization from acquisitions and extraordinary expenses

56

96101

7984

2005 2006 2007 9M07 9M08

23

60

81

58

72

2005 2006 2007 9M07 9M08

25

Capex (R$ million)

Financial and Operational Performance

7.9

14.5

67.8 81.9 68.2

(*) – Net Revenue

R$28 M : Operational InvestmentsR$7 M : Academic Reform / Distance LearningR$7 M : BuildingR$5 M : Integration Project

13.5 (6.3%NR*)

20.4 (8.1% NR*)

27.6 (4.3%NR*)

47.0(6.5%NR*)

54.3

54.321.2

3Q07 3Q08 9M07 9M08

Organic

M&A

M&A

Organic

Capitalization and Market Data

26

Sound balance sheet and strong cash flow support our strategic positioning as one of the main players in sector consolidation in Brazil

R$ Million 09/30/08

Shareholders Equity

Debt

458.5

(0.8)

Net Cash 270.6

Stock Price (Nov - 12, 2008): R$14.99 / share

Number of Shares: 78.6 million

Market Cap: R$1.18 billion

Enterprise Value: R$0.91 billion

Daily Volume (3-month average): R$2.9 million

Free Float: 25.2%

Financial and Operating Performance

Market Data

Brazilian Investors

21.0%

Foreign Investors

79.0%

IR Contacts & Disclaimer

Investor Relations Team:

Lorival Luz – CFO

Daniella Guanabara – daniella.guanabara@estacio.br

Fernando Santino – fernando.santino@estacio.br

e-mail: ri@estacioparticipacoes.com

Phone: (55) 21 2433 9789 / 9790 / 9791

Fax: (55) 21 2433 9700

Visit our website: www.estacioparticipacoes.com

27

Disclaimer:This presentation may contain forward-looking statements concerning the industry’s prospects and Estácio Participações’ estimated financial and operating

results; these are mere projections and, as such, are based solely on the Company management’s expectations regarding the future of the business and its

continuous access to capital to finance Estácio Participações’ business plan. These considerations depend substantially on changes in market conditions,

government rules, competitive pressures and the performance of the sector and the Brazilian economy as well as other factors and are, therefore, subject to

changes without previous notice. We are a holding company, and our only assets are our interests in SESES, STB, SESPA, SESCE, SESPE and IREP, and

we currently hold 99.9% of the capital stock of each of these subsidiaries. Considering that the Company was incorporated on March 31 2007, the information

presented herein is for comparison purposes only, on a proforma unaudited basis, relative to the first three months of 2007, as if the Company had been

organized on January 1 2007. Additionally, information was presented on an adjusted basis, in order to reflect the payment of taxes on SESES, our largest

subsidiary, which from February 2007, after becoming a for-profit company, is subject to the applicable taxation rules applied to the remaining subsidiaries,

except for the exemptions arising out of the PROUNI – University for All Program (“PROUNI”). Information presented for comparison purposes should not be

considered as a basis for calculation of dividends, taxes or for any other corporate purposes.

Av. das Américas, 3434 - Bloco 7 - 2º andarCep 22640-102 Barra da Tijuca - Rio de Janeiro

IR Contact Info