While all Performance Standards are applicable to this investment, IFC’s environmental and social due diligence indicates that the investment will have impacts which must be managed in a manner consistent with the following Performance Standards: PS1. Social and Environmental Assessment and Management Systems PS2. Labor and Working Conditions PS3. Pollution Prevention and Abatement PS4. Community Health, Safety and Security issues PS5. Land Acquisition and Involuntary Resettlement PS6: Biodiversity Conservation and Sustainable Natural Resource Management, PS7: Indigenous Peoples, and PS8: Cultural Heritage do not apply to this project, because the project does not include impacts to biodiversity or natural resources; does not operate or include development in indigenous lands; and is not expected to impact cultural heritage, respectively.

This is a Category B project according to IFC’s Procedure for Environmental and Social Review of Projects because a limited number of specific environmental and social issues may have impacts which can be avoided or mitigated by adhering to generally recognized performance standards, guidelines or design criteria. Key environment, health and safety and social aspect of the project which were analyzed during IFC’s review were: Environmental and Social Management System (ESMS); life and fire safety of building infrastructure; labor and working conditions of employees and subcontractors; energy conservation of building infrastructure; hazardous and non-hazardous solid waste management; and land acquisition for expansion activities.

PS1: Social and Environmental Assessment and Management Systems - Management Program – Over the last few years, the Company has expanded rapidly through partnerships with existing educational institutions. As a result, the Company currently operates its 72 campuses in a decentralized manner, in which each Campus Director has a high level of independence and responsibility for compliance with Brazilian Law but where technical and managerial standards differ between facilities. Each campus has its own facilities maintenance team which reports to the manager’s administrative division. Nonetheless, as part of a process of consolidation of its operations, the Company has created a shared services department to manage business planning activities in general and more specifically such aspects as client service and human resources. In recent months, the Company has initiated a process to adopt the agenda of corporate environmental sustainability, with the assistance of the Brazilian Foundation for Sustainable Development (FBDS http://www.fbds.org.br/), that has as one of the actions, the elaboration of a environmental and social policy and management system to ensure that all existing operations and future expansions consistently comply with Brazilian law and IFC’s Environmental and Social Requirements as outlined the attached environmental and social action plan (ESAP). The environmental and social management system will include a program to address environmental and social issues applicable to the Company’s operations and include such aspects as: screening of environmental and social issues during the leasing process; emergency preparedness and response; energy and resources management; waste management; contractor’s occupational health and safety; community engagement; and other applicable aspects. Going forward, the Company will adopt IFC’s Performance Standards as part of legal and other requirements that apply to its operations. The Company’s environmental, health, safety and social management program will reflect the adoption of these standards with specific procedures designed to cover each of environmental and social requirements. - Organization and Training – Responsibility for the management of environmental, health and safety (EHS) aspects will be formally assigned and adequately staffed both at the corporate and facilities level to ensure successful implementation of environmental and social management programs. The Company will provide the personnel assigned the responsibility of implementing the management program with the necessary training according to the technical requirements. - Monitoring and Reporting – The Company will monitor the implementation and results of the relevant environmental and social management activities included under the management program. The results of environmental and social monitoring activities will be compiled into internal and externally available reports. External reports will include a summary of environmental aspects such as energy and water consumption and conservation; waste generation, recovery and recycling; occupational safety (accident rates); greenhouse gas emissions; community engagement activities and other applicable aspects. PS2: Labor and Working Conditions In 2009, the Company reports a total of 10,843 employees, 6,146 of them in its Headquarters in Rio de Janeiro and the rest in the remaining 72 facilities located in Amapá; Amazonas; Bahia; Ceará; Pernambuco; Rio Grande do Norte; Sergipe; Minas Gerais; São Paulo; Espírito Santo; Mato Grosso do Sul; Goiás; Paraná; and Santa Catarina. Of the 10,843 employees, 63.1% of are involved in teaching activities with the remainder dedicated to administrative functions (i.e. accounting, human resources management, etc). Thirty seven percent of the administrative and 63% of the teaching workforce are women. - Human Resource Policy - The Human Resources Department has a standard set of procedures that it must follow during human resource management cycle including with recruitment and selection; admissions process and documentation; planning and approval of holidays and time off; attendance and working hours; payment processing; and cessation of employment. The Company’s labor practices and employee rules are defined in the Company’s Human Resource Policy and the Ethics Code, both of which are communicated to all new employees during the induction process and which are available in the Company intranet. The Company’s Human Resource Policy covers the following aspects: recruitment and selection; holidays; cessation of employment; performance evaluations; dress code; access to grievance; and training opportunities. The Company Ethics Code covers aspects such as: conflicts of interest; ethical conduct at work; relations with external parties such as government agencies, service providers, the media, and unions; teacher-student relations; and the organization of the Company’s Ethics Committee. The Company has distributed copies to all employees and requested a signed acknowledgement of receipt from each employee. The Company provides employees with intranet access to the corporate human resource policies which include such aspects as: entitlement to and payment of wages; permissible wage deductions; overtime payments; hours of work and any legal maximums; entitlement to leave for holidays, vacation, illness, injury, and maternity and other reasons; entitlement to benefits; disciplinary and termination procedures and rights; conditions of work; and promotion requirements and procedures. - Working Relationship - Company hiring practices are performed following Brazilian labor law (Consolidação das Leis do Trabalho – CLT). Employees involved in teaching activities are contracted based on the number of lectures provided and are compensated based on an hourly rate while administrative staff have regular employment contracts receiving monthly salaries. According to Company’s internal policy, the minimum age for recruitment of employees is 18 years. The Company provides internship opportunities to students between the ages of 16 and 22 years. The Company outsources facility construction, mechanical maintenance (construction maintenance is hired when there is a demand for that, we contract a construction company and they have their own staff), cleaning, and security services. All of these outsources services employ approximately an additional 1,250 persons. As described in the ESAP, the Company will develop more rigorous reporting requirements and introduce pertinent sections in contracts, in order to ensure that contractors are in compliance with: payment of workers’ legal benefits; timely payment of wages; occupational safety regulations, including provision of potable water, personal protective equipment, and ILO Conventions 138 on Minimum Age. The Company will contractually ensure and monitor the compliance of service providers to minimum age employment requirements. The Company will also develop and provide service contracting firms with a manual that includes health and safety requirements of the Company and will include reference to such requirements in the service contract documents.  - Workers Organization - IFC found no evidence that the Company restricts employees’ right to freedom of association. The Company reports that 36% of administrative employees and 61% of teaching employees belong to a union. Currently the Company has collective agreements with 56 different unions throughout Brazil. There is no history of recent strikes among the employees and the last strike reportedly occurred in 1988. - Occupational Health and Safety - As part of its shared services department, the Company has recently organized a corporate Occupational Health and Safety group based in its headquarters staffed by six safety specialists. This newly organized OHS department will be responsible, together with the Human Resources Department, of communicating and monitoring compliance of all 78 units with Brazilian occupational health and safety requirements. These requirements include the need for constitution of internal committees for accident prevention (CIPA committees which are also responsible for investigating and analyzing occupational accidents, incidents, and health issues); process of identification and prevention of workplace environmental risks (PPRA); occupational medical monitoring program (PCMSO); and labor history certificate (PPP). The Company will also ensure that laboratory safety standards are developed and applied in order to protect the safety of professors and students from potential exposures to chemical or other hazards. - Grievance Mechanism – The Company employees are currently able to lodge complaints internally through an ombudsman (“Ouvidouria”) and externally through the public Labor Rights system (Justiça do Trabalho). The Ouvidouria is administered through a written procedure or internal company rule which provides a formal mechanism to receive and process internal grievances. The Ouvidouria is substantially consistent with IFC’s requirements for a grievance mechanism. - Retrenchment - As part of restructuring activities, the Company management reduced the workforce from approximately 12,893 in 2008 to about 10,843 at present, representing a reduction of approximately 2,050 employees. Future workforce reductions are expected as part of the consolidation of shared services. The workforce reduction process has been conducted in negotiation with representatives of employee and teachers unions in an effort to preserve employees’ rights according to Brazilian labor law. PS3: Pollution Prevention and Abatement As part of development and implementation of a corporate environmental and social management program the Company will prepare plans and procedures for the management of energy, waste, water and other key environmental aspects of its operations. The plans will include targets for reduction to be monitored annually. - Energy and water efficiency: Company facilities consume a total of 32,720,000 KWh of electricity annually. The Company also operates with 07 (seven) auxiliary power generators, that works in case of emergency which consume approximately 30 l/h of diesel and they do not attend all the campus. As part of the development of an environmental and social management program, the Company will implement an energy conservation plan, first by monitoring energy consumption in all of its facilities and then through planning and implementation of energy conservation measures includes through its standard facilities engineering design applied to new and existing facilities. Some facilities, such as the operations located in the State of Rio de Janeiro, are part of energy monitoring and efficiency programs promoted by the local electricity distribution companies. The Company will promote energy efficiency audits in other campuses beyond the state of Rio de Janeiro and extending to the rest of its portfolio. The Company has indicated the intention of implementing a corporate wide water conservation program which will also be extended to all facilities in its portfolio. - Liquid and solid waste: Liquid effluents from campuses are normally discharged into the municipal sewerage systems. However, some facilities operate their own sewage treatments systems. In those cases, the Company will evaluate the operating conditions of these wastewater treatment plans and develop a management program to ensure that effluents comply with local law and IFC requirements. Campuses currently produce unknown quantities of solid waste mainly consisting of inorganic office waste, organic waste from on-site food services, and maintenance waste. These waste materials are managed in accordance with regulatory municipal agency permits. Campus facilities also produce unknown quantities of educational laboratory and health services waste, both of which may be considered hazardous depending on their specific origin or characteristics as defined by Brazilian law. As part of the environmental management program, the Company will develop formal procedures to ensure a minimum standard of care in the storage and final disposed of all waste materials according to Brazilian law and IFC standards. The Company also will begin to monitor the quantities and disposal methods of its management. PS4: Community Health, Safety and Security The Company’s 72 facilities are used primarily for educational as well as administrative activities. The total occupancy per site ranges 200,000 people per day. Approximately 95% of the buildings are multi-story ranging from 02 to 03 floors. Estacio applies local and national building safety standards to its design and construction of new facilities. It is also in the process of reviewing the condition of existing building structures acquired through its growth strategy to evaluate the need for safety upgrades. Estacio is now investing on the standardization of various aspects of its operations including infrastructure design. It has created an Infrastructure Department as part of its shared services organization that has developed a standard engineering design for the construction and refurbishment of its classrooms, known as “Infra Base Zero”. In new acquisition or leasing arrangements, the Company will review the status of each building’s fire safety systems, including such aspects related to fire prevention, means of egress, detection and alarm systems, and others to ensure compliance with local and internationally recognized standards according to IFC requirements as outlined in the attached environmental and social action plan (ESAP). The Company will develop and implement emergency preparedness and response plans for all of its facilities. Emergency plans will respond to the needs of life and fire safety requirements and include training on emergency evacuation, use of fire equipment, and other applicable aspects identified by experienced emergency planning specialists in the planning process. The Company will develop and implement a training plan to ensure that all students and employees are knowledgeable of existing emergency procedures and emergency contingency plans, including evacuation routes. The Company will perform fire drills in all operating campuses at the frequency required by Brazilian law. PS5: Land Acquisition and Involuntary Resettlement The Company’s business model consists mainly of leasing or profit sharing arrangements with landowners and therefore does not commonly include the acquisition of existing building or greenfield development. In the event that the Company’s business expansion plans may include the need for additional land acquisition, it will develop a formal land acquisition procedure to ensure these activities are conducted in compliance with IFC requirements.

The Company has engaged in a series of community activities which include development of a call-in center to receive inquiries from prospective students and the community at large. Information about the Company is also available through its external website (http://www.estacio.br). Community programs include the offer of scholarships and participation in PROUNI, federal program aimed at offering partial and full scholarships for low income students and the provision of services to the community in several areas such as nursing, physiotherapy, medicine and law.

Fabio Sandri, CFO or Daniel Venturini, Financial Manager Av. Embaixador Abelardo Bueno, 199 / 6° andarCEP 22.775-040Barra da Tijuca - Rio de Janeiro/RJ - Brasil