La Sociedad Educadora

The face value of each CARES will be $100.

2. Dividends

2.1 Dividends

Subject to these terms, including without limitation clauses 2.2 and 2.3, the Holder of each CARES is entitled to a Dividend in respect of each Dividend Period (the Dividend Entitlement) calculated in accordance with the following formula:

Dividend = DR x $100 x N 365 where:

N is the number of days in that Dividend Period

DR is the Dividend Rate for that Dividend Period, calculated in accordance with the following formula: (MR + Margin) x (1-T)

where:

MR is the Market Rate for that Dividend Period. Margin is the Margin for the Dividend Period.

T is the prevailing Australian corporate tax rate applicable on the Allotment Date expressed as a decimal, and which will be taken to be 0.30.

2.2 Change in Corporate Tax Rate

If, on a Dividend Payment Date, the Australian corporate tax rate applicable to the franking account of the Company from which the Dividend will be franked (Ti) differs from the prevailing Australian corporate tax rate on the Allotment Date (T), the Dividend Entitlement will be adjusted in accordance with the following formula:

Dividend Entitlement x (1 – Ti) (1 – T) where:

Ti is the Australian corporate tax rate applicable to the franking account of the Company from which the Dividend will be franked at the Dividend Payment Date, expressed as a decimal; and

T has the same meaning as in clause 2.1. 2.3 Fully franked Dividend

If any Dividend is not franked to 100% under Part 3-6 of the Tax Act (or any provisions that revise or replace those Parts), the Dividend will be adjusted in accordance with the following formula:

Dividend 1 – [Ti x (1 – f)] where:

Ti has the same meaning as in clause 2.2; and f is the Franking Rate applicable to that Dividend. 2.4 Payment of Dividend

The payment of a Dividend and any Optional Dividend is subject to:

(a) the Directors, at their discretion, declaring the Dividend or Optional Dividend to be payable or otherwise resolving to pay the Dividend or Optional Dividend as the case may be; and (b) there being funds legally available for the payment of a Dividend or an Optional Dividend.

2.5 Non-cumulative Dividends

The entitlement of a Holder to the payment of a Dividend is non-cumulative so that if, because of the provisions of clause 2.4, a Dividend is not paid in respect of a Dividend Period or the Dividend paid in respect of a Dividend Period is less than the Dividend Entitlement for that Dividend Period, the Holder has no claim in respect of that Dividend Entitlement or the balance of that Dividend Entitlement. 2.6 Calculation of Dividends

All calculations of Dividends will be rounded to four decimal places. For the purposes of making any Dividend payment in respect of a Holder’s total holding of CARES, any fraction of a cent will be disregarded.

2.7 Dividend Payment Dates

Subject to this clause 2, Dividends will be payable in arrears on:

(a) 20 October 2005 and thereafter on 20 April and 20 October in each year until the CARES are converted, redeemed, bought back, or cancelled; and

(b) the conversion or exchange date determined under clause 3. 2.8 Record Dates

(a) A Dividend is only payable to those persons registered as Holders on the Record Date for that Dividend.

(b) An Optional Dividend is only payable to those persons registered as Holders on the Record Date for that Optional Dividend.

(c) In the case of the Dividend payable under clause 2.7(b) the Dividend is only payable to those Holders whose CARES are converted or exchanged.

2.9 Withholding Obligations

The Company will be entitled to deduct from any Dividend or Optional Dividend payable to a Holder the amount of any withholding or other tax, duty or levy required by law to be deducted in respect of such amount. If any such deduction has been made and the amount of the deduction accounted for by the Company to the relevant revenue authority and the balance of the amount payable has been paid to the Holder concerned, then the full amount payable to such Holder is deemed to have been duly paid and satisfied by the Company. The Company must pay the full amount required to be deducted to the relevant revenue authority within the time allowed for such payment.

2.10 Restrictions in case of non-payment

If the Dividend Entitlement on CARES in respect of a Dividend Period is not paid or otherwise satisfied in full within 20 Business Days after the Dividend Payment Date for that Dividend Period, the

Company must not without approval of a Special Resolution passed at a separate meeting of Holders: (a) declare or pay a cash dividend or make any distribution on any issued share in the Company over

which CARES rank in priority for participation in profits; or

(b) redeem, reduce, cancel, buy back or acquire for any consideration any issued share in the company (other than CARES),

until such time as:

(c) a Dividend is paid in respect of two consecutive Dividend Periods equal to the Dividend Entitlements for those Dividend Periods; or

(d) an Optional Dividend is paid to Holders in accordance with clause 2.11; or (e) all CARES have been converted, redeemed, bought back or cancelled. 2.11 Payment of an Optional Dividend

Without derogating from the fact that the Dividend Entitlement is non-cumulative and that the Directors are under no obligation to declare or resolve to pay a Dividend, if at any time:

(a) the Directors declare, and fix a date for payment of, a Dividend other than a Dividend payable in respect of a Dividend Period under clause 2.7; and

(b) the amount of that Dividend equals the aggregate amount of the Shortfall in respect of the two immediately preceding Dividend Periods,

then once that Dividend (the Optional Dividend) is paid it will be treated as if it had been paid for the purposes of clause 2.10 so that the restrictions on the Company in clause 2.10(a) and (b) shall no longer apply.