UniSEB Acquisition September 2013

Disclaimer

2

The information contained in this material were prepared by Estacio Participacoes S.A. ("Estacio" or the "Company") merely

for the purpose of presentation to investors and / or potential investors.

The information herein were gathered in a substantial manner within the current outlook, based ongoing projections and the

respective estimates. The use of terms such as "projects", "estimates", "anticipates", “forecasts", "plans", "expects", among

others, aims to indicate potential trends that, evidently, involve risks and uncertainties, whose future results may differ from

current expectations. Estácio cannot be held liable for operations or investment decisions taken based on such projections

or estimates.

The transaction described herein is pending analysis and approval by the Conselho Administrativo de Defesa Econômica

(CADE), Brazil’s antitrust agency. The statements in this document related to the business outlook, forecasts of operating

and financial results and growth prospects of Estácio and UniSEB, including the financial data and other estimates and

evaluations represent the judgment of the Company’s management on the date hereof, with respect to the projections.

These forward-looking statements depend substantially on obtaining the approvals and licenses required for projects,

industry conditions and the performance of the Brazilian economy, the industry and international markets, and therefore are

subject to change which are not controlled by the Company and, therefore, cannot be predicted. 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 Company’s Management, on the date hereof. The non-accounting figures were not reviewed by

the independent auditors of the Companies.

Estácio’s last years...

2008 2009 2010 2011 2012

On-Campus

Students 218 196 184 201 214

Distance Learning

Students - 10 26 39 49

Net Revenue

(R$ mn) 980 1,009 1,016 1,148 1,383

Net Revenue

Growth 14% 3% 1% 13% 21%

Market Cap

(R$ mn) 915 1,846 2,137 1,457 3,422

Event

Turnaround Turning Point

Follow-On and

New Academic

Model

GP Investments

and Novo

Mercado

Distance

Learning Launch

Growth Consolidation

1H13

255

59

857

-

5,297

Note: Market cap for 1H13 considering the stock price as of September 11, 2013: R$17.95

Follow-On

3

Fonte: Estácio 4

Processes

...prepared us for a larger acquisition

Estácio’s turnaround is the largest well succeeded

integration case in the education sector

EBITDA Margin

+8.5 p.p.

The turnaround brought organization, scale and operational efficiency gains

Our decision to ‘fix the house’ created the foundations for the

integration of a large acquisition

Turnaround pillars

SEB Group

Overview

5

Company’s History

Started its operations 50 years ago in Basic Education, with operations through brands

such as COC, Pueri Domus, Dom Bosco, among others

Began its activities in Higher Education in 1999

Launched its Distance Learning in 2006

IPO in 2007 and Dom Bosco acquisition in 2008

Sale of its Education System to Pearson and delisting in 2010

Higher Education Portfolio:

• 14 on-campus programs

• 13 distance learning programs

• 24 graduate programs, 36 grad/MBA programs in partnership with FGV and 85 extension

courses (100% web based)

Quality Recognition:

OAB (Bar Association) seal for the Law program in 2010

UniSEB’s Distance Learning placed for two years in a row (2011 and 2012) in the top 10 of

the country’s best programs, according to satisfaction survey conducted by ABED (Brazilian

Distance Learning Association)

Assets acquired in this transaction

Acquired Business Unit - UniSEB

Total strategic alignment

UniSEB Interativo

Offered by Centro Universitário UniSEB (IGC 4)

164 distance learning centers

30,000 undergraduate and 3,400 graduate students

DL centers with idle capacity (expectation to improve

occupation rate)

Average ticket: R$184

Located in Ribeirão Preto, SP (IGC 4)

1 campus

2,300 undergraduate students

Excellent infrastructure

Premium average ticket: R$829

Distance Learning On-Campus

Centro Universitário UniSEB

UniSEB

6

Partnership with FGV

Partnership with FGV in graduate programs

2,100 graduate students

Double Certification in Business Administration

program (undergraduate)

Investment Highlights

Strategic Rationale

7

Strong presence in SP: Estácio’s definite entrance in São Paulo state. The deal

marks the arrival of our Distance Learning to the country’s most important market

Academic excellence: institution with a IGC grade of 4 and strong academic and

technological know-how

Complementary operations: On-Campus (Estácio) and Distance Learning (UniSEB)

Quality on-campus operation: Centro Universitário in Ribeirão Preto (SP) with an

excellent infrastructure and premium ticket

Solid distance learning operation with 164 authorized DL centers and more than

33,000 students

Entrance of shareholder with great knowledge of the Education sector

8

Estácio’s Distance Learning

Accelerated expansion when the sector regained its growth pace

Student Base – DL (‘000)

2009: Estácio’s Distance Learning Launch

Accessibility Distance Learning in Brazil Timeline – Student Base – DL (‘000)

52 active DL centers

59k students in 4 years

24 DL programs

3 programs recognized with

“grade 4”

Other fifteen visits by MEC to

DL programs: two “grades 5”

and thirteen “grades 4”

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 – Future

Beginning of DL in Brazil Accelerated Growth Regulatory Framework

42 50 60 115

207

369

728

838

930

2009 Lack of growth due to regulatory review

2005 - 2008 2002 - 2004

2009-2011 Increased supervision and compliance with new

regulation

2012/2013 - Future Growth recovery

993

Lower Average

Ticket

R$200 - R$250

per month

Extremely

Convenient

Suited for

working adults

Accessibility

creates new

demand for

education

Broader Reach

DL model reaches

new regions

9

52 polos Estácio

164 polos autorizados UniSEB

153 polos Expansão EAD UniSEB*

369 polos

Estácio expands its Distance Learning…

…and becomes strong in São Paulo

*The distance learning centers are already operating DL graduate programs and prep courses.

+

52 Estácio DL centers 164 authorized UniSEB DL centers

153 new DL centers (UniSEB expansion)* 369 DL centers

57 DLCs in the

state of São

Paulo

SP state

DL centers average size: Estácio: 1,130 students/center UniSEB: 300 students/center

Opportunity to gain scale

Main Indicators for UniSEB

10

Estácio + UniSEB (2012 Pro-Forma)

Distance Learning On-Campus

34.5

37.8 +9.6% +11.0%

+35.5%

(‘000)

(R$ mn)

(R$ mn)

R$ million Estácio UniSEB Estácio +UniSEB

Net Revenue 1,383 108 1,491

Gross Profit 506 50 556

Gross Margin 36.6% 46.7% 37.3%

EBITDA 209 47 256

EBITDA Margin 15.2% 43.9% 17.2%

Net Income 109 30 139

Net Margin 7.9% 27.9% 9.3%

Main Upsides Risks

UniSEB offers several upside risks not yet priced in.

Strength in SP: larger

scale and preparation for

entrance in the country’s

most important state

Higher celerity in

regulatory processes:

IGC 4

Capillarity for Corporate

Education Experience in other

Education segments

11

Synergies between

Estácio’s campuses

and UniSEB’s distance

learning centers

Filing for more than

150 new distance

learning centers

Distribution opportunities for

distance learning graduate

programs and short-term courses

Know-how to format

and sell Estácio’s

Academic Model

Transaction Structure

12

Transaction Structure

Shareholder Structure before the Acquisition

Acquisition Price and

Payment Conditions

Valuation UniSEB’s 2012 13.0x EV/EBITDA (adjusted)

2012 Estácio: 17.1x EV/EBITDA

R$615 million

50% in cash

50% in new shares to be issued

Purchase option of the assets not included in the transaction, which may be performed in 2015

(after the closing of 2014 results)

Highly accretive acquisition

GP

Investments

12.3%

Management,

Board of Directors

and Treasury

1.3%

Free Float

86.4%

295,095,750 shares

GP

Investments

11.6%

Management,

Board of Directors

and Treasury

1.7%

Free Float

81.0%

UniSEB

Sellers

5.7%

312,948,877 shares

Shareholder Structure after the Acquisition

17,853,127 new shares to be issued (reference price: average closing price of the 60-day

period before the signing)

Next Steps

13

Estimated Timetable Audit Signing CADE’s

approval Closing ESM

Sep/13 Up to 330

days

Final Due Diligence 2

CADE’s approval 3

Extraordinary Shareholders’ Meeting (ESM) to approve the deal 4

Audit and Signing 1

Closing (payment to sellers and beginning of integration) 5

Final Due

Diligence

1 2 3 4 5

30 days after

CADE’s

approval

Conference Call Details

14

Investor Relations:

Flávia de Oliveira

Email: ri@estacioparticipacoes.com

Phone: +55 (21) 3311-9789

Fax: +55 (21) 3311-9722

Address: Av. Embaixador Abelardo Bueno. 199 – Office Park – 6th floor

ZIP Code: 22.775-040 – Barra da Tijuca – Rio de Janeiro – RJ – Brazil

Website: www.estacioparticipacoes.com/ir

PORTUGUESE:

Date: September 13, 2013

Time: 13h00 (Brasília) / 12h00 (US ET)

Connection Dial-in Brazil: +55 (11) 3127-4971 / 3728-5971

Access Code: Estácio

Webcast:

http://webcast.mzvaluemonitor.com/Cover.aspx?PlatformId=1589

Replay: disponível até 19/09

Access Dial-in Brazil: +55 (11) 3127-4999

Access Code: 40339160

ENGLISH:

Date: September 13, 2013

Time: 14h00 (Brasília) / 13h00 (US ET)

Connection Dial-in NY: +1 (412) 317-6776

Access Code: Estácio

Webcast:

http://webcast.mzvaluemonitor.com/Cover.aspx?PlatformId=1590

Replay: disponível até 22/09

Access Dial-in Brazil: +1 (412) 317-0088

Access Code: 10033908