Kroton Educacional SA : Notice to Shareholders - Unsubscribed Shares

KROTON EDUCACIONAL S.A.

CNPJ/MF: 02.800.026/0001-40
NIRE: 31.300.025.187
Publicly-held Company

NOTICE TO SHAREHOLDERS Subscription of Unsubscribed Shares of the Capital Increase Approved at the Meeting of the Board of Directors held December 15, 2011

We are hereby referring to the Notice to Shareholders published on December 15, 2011 to report to the Shareholders of Kroton Educacional S.A. ("Company") the following:
(1) the deadline for exercising the right to preference for subscription of shares ("Deadlinefor Exercising Rights") referring to the Company's capital increase approved by the meeting of the Board of Directors held December 15, 2011, expired on January 23, 2012, with the subscription of 91,002,336 common shares and 136,911,075 preferred shares, for a subscription total of R$ 569,783,527.50 ;
(2) the exercising of the right to preference resulted in the existence of unsubscribed shares that correspond 10,821,585 common shares and 1,265,004 preferred shares;
(3) therefore, the Shareholders who signed up to subscribe to unsubscribed shares in the Subscription Bulletin, may as of the present date and until February 14, 2012, subscribe to the unsubscribed shares in the allocation of the total amount of such shares to which they have subscribed, which corresponds to 0.05303149536909 common shares per each subscribed share, of which 0.05303149536909 common shares for each common share subscribed and
0.00923960315116947 preferred shares and 0.0437918922179205 common shares for each preferred share subscribed. To exemplify, a shareholder who had subscribed 1 Unit
representative of the Company's shares would have the right to subscribe to
0.315782848676613 common shares and 0.0554376189070168 preferred shares;
(4) the quantity of unsubscribed shares that was verified makes it impossible to subscribe to unsubscribed shares only in Units and/or fractions of Units. However, the shareholders shall be allowed to exercise their right to the subscription of unsubscribed shares in a form to subscribe multiples of 7 shares and they may request conversion of common shares into preferred shares (pursuant to art. 5, § 4, of the Company's Bylaws), to make it possible to form new Units representative of the shares issued by the Company, always observing the ratio of 1 ordinary share for every 6 preferred shares;
(5) the Shareholders may exercise their right to subscription of unsubscribed shares as follows: (i) through custodial agents, with regard to actions held in custody by the BM&FBOVESPA; or (ii) branches of the Itaú network or in the specialized agencies indicated below for shares that are not held in custody by the BM&FBOVESPA:
São Paulo (SP) Rua Boa Vista, 176
Rio de Janeiro (RJ) Rua Sete de Setembro, 99 A, Centro
Belo Horizonte (MG) Rua João Pinheiro, 195, Térreo
Curitiba (PR) Rua João Negrão, 65
Porto Alegre (RS) Rua Sete de Setembro, 746
Brasília (DF) SDN CJ NAC BRA LJ T4 T5
SC Sul Quadra 7, Bloco A P03, LJ 546
Salvador (BA) Av. Estados Unidos, 50, 2º andar
(6) in the case that the maximum value informed in the previously mentioned Notice to Shareholders is not reached, a new deadline will be set for a revision of the subscription of the shares by the shareholders who exercised their right of preference, beginning February 16, 2012 and ending March 2, 2012.
Belo Horizonte, January 26th, 2012. CARLOS ALBERTO BOLINA LAZAR
Investor Relations Officer