FERTILIZANTES HERINGER S.A. Corporate Taxpayer s ID (C.N.P.J./M.F.) / Corporate Registry ID (N.I.R.E.

Transcription

1 FERTILIZANTES HERINGER S.A. Corporate Taxpayer s ID (C.N.P.J./M.F.) / Corporate Registry ID (N.I.R.E.) MINUTES OF THE EXTRAORDINARY AND ANNUAL GENERAL MEETING 1. Date, Time and Place: on March 28, 2008, at 4:00 p.m., at the Company s headquarters, located in the city of Viana, state of Espírito Santo, at Avenida Idalino Carvalho, s/n, Bairro Areinha. 2. Call/Notice: Call Notices published pursuant to Article 124 of Law 6,404 as of December 15, 1976 (Brazilian Corporate Law - LSA) in the Official Gazette of the State of Espírito Santo and in the newspaper Valor Econômico National Edition, on March 13, 20 and 24, Attendance: Shareholders representing the majority of the capital stock, as per signatures in the Company s records. Ms. Juliana Heringer Rezende, Managing Officer representing the Company, and Mr. Wander Rodrigues Teles, representing PricewaterhouseCoopers Auditores Independentes, also attended the meeting. 4. Presiding Board: The meeting was chaired by the Chairman of the Board of Directors, Mr. Dalton Dias Heringer, and the shareholder Mrs. Juliana Heringer Rezende acted as secretary. 5. Agenda: (i) to take the management s accounts, to examine, discuss and vote on the financial statements, accompanied by the Notes to the Financial Statements, the Management s Annual Report and the report of PricewaterhouseCoopers Auditores Independentes, related to the fiscal year ended on December 31, 2007; (ii) to resolve on the allocation of income for the year ended on December 31, 2007; (iii) to sanction the distribution of interest on own capital to shareholders as per resolution by the Board of Directors; (iv) to amend Article 21 of the Company s Bylaws for the appointment of new Board of Executive Officers positions; and (v) to determine the compensation for the Company s management in Resolutions: The shareholders analyzed, discussed and APPROVED: By unanimous vote, 1

2 6.1. The financial statements, accompanied by the Notes to the Financial Statements, the Management s Annual Report and the report of PricewaterhouseCoopers Auditores Independentes, related to the fiscal year ended on December 31, 2007, published in the Official Gazette of the State of Espírito Santo and in the newspaper Valor Econômico, on February 26, Without any restrictions, the allocation of the income for the year ended on December 31, 2007, in the amount of seventy-seven million, five hundred twenty thousand, four hundred ninety-six reais and seventyfour centavos (R$77,520,496.74) as follows: (a) three million, eight hundred seventy-six thousand, twenty-four reais and eighty-four centavos (R$3,876,024.84) for the Legal Reserve, corresponding to 5.0% of net income;(b) thirteen million, five hundred thirty-seven thousand, eight hundred twenty-six reais and ten centavos (R$13,537,826.10) for Constitution of the Capital Reserve PSDI Tax Support; (c) seventeen million, nine hundred sixty-nine thousand, four hundred twenty-two reais and fifty-nine centavos (R$17,969,422.59) as interest on own capital, fifteen million, two hundred seventy-four thousand, nine reais and twenty centavos (R$15,274,009.20) of which net of withholding income tax, corresponding to 25.4% of the net income obtained after deduction of amounts allocated to the Legal Reserve and Tax Support; (d) the remaining amount of net income for the year, in the amount of forty-two million, one hundred thirty-seven thousand, two hundred twenty-three reais and twenty-one centavos (R$42,137,223.21), for retained profits reserves, pursuant to Article 196 of Law 6,404/76, as per allocation determined by the capital budget, approved at the Board of Directors Meeting held on February 18, 2008, submitted by the Management and approved herein The ratification of payments of interest on own capital already carried out on November 21, 2007 and February 26, 2008 by resolution of the Board of Directors, pursuant to provisions set forth in the Bylaws, and the amounts distributed as interest on own capital shall be assigned to the minimum mandatory dividend; By majority votes, with abstention of the shareholder Stichting Pensionenfonds ABP, 6.4. The amendment of Article 21 of the Company s Bylaws in order to reflect the appointment of 3 new Board of Executive Officers positions, which shall have the following wording: Article 21 The Company s Board of Executive Officers shall be composed of, at least, two (2) and at most seven (7) members, whether or not shareholders, resident in the country, elected by the Board of Directors, authorized the cumulation of duties by one same officer, one of them being designated as Chief Executive Officer, one Financial and Investor Relations Officer, one Administrative Officer, one Supply and Logistics Officer, one Commercial Officer and one Treasury Officer, the remaining one not having a specific designation. 2

3 (...) Paragraph 3 It is incumbent on the Financial and Investor Relations Officer, among other duties that may be attributed to him/her: (i) to represent the Company before controlling agencies and other institutions operating in the capital markets, providing information to investors, the Brazilian Securities and Exchange Commission (CVM), the Central Bank of Brazil, the Stock Exchanges where the Company trades its securities and other agencies related to the activities developed in the capital markets, pursuant to legislation applicable in Brazil and abroad; (ii) to manage the Company s consolidated finance, coordinating and managing the controllership and accounting departments activities; (iii) to coordinate the preparation of the Company s budget proposal to be approved by the Board of Executive Officers; (iv) to coordinate the preparation of the Company s financial statements and management s annual report, as well as to follow the internal and independent audit activities; (v) to coordinate and follow up on the compliance with the federal tax legislation. (...) Paragraph 5 - It is incumbent on the Supply and Logistics Officer, among other duties that may be attributed to him/her: (i) to plan, coordinate, organize, supervise and manage the activities related to supply operations and the logistics of storage of the Company s raw materials; (ii) to represent the Company before national and international suppliers. Paragraph 6 - It is incumbent on the Commercial Officer, among other duties that may be attributed to him/her: (i) to plan, coordinate, organize, supervise and manage the activities related to commercial operations and the logistics of distribution of the Company s products; (ii) to represent the Company before its clients and business representatives. Paragraph 7 - It is incumbent on the Treasury Officer, among other duties that may be attributed to him/her: (i) to plan, coordinate, organize, supervise and manage the activities related to the Company s treasury operations; (ii) to represent the Company before financial institutions. By unanimous vote: 6.5. The compensation of the Company s Board of Directors and Board of Executive Officers for the current fiscal year, in the maximum annual and global amount of five million five hundred thousand reais (R$5,500,000.00), which shall be distributed among its members as set forth by the Board of Directors; 3

4 6.6. As required by Banco UBS Pactual S.A., as shareholder and representative of foreign investors and UBS Pactual Serviços Financeiros S.A. DTVM, as shareholder and representative of investment funds, as listed at the end of these Minutes, the instatement of a fiscal council, to which Mrs. Ana Lúcia de Paiva Lorena Freitas was appointed as sitting member and Mr. Rodrigo Magela C. Pereira was appointed as deputy member, and the call of a new Meeting for the election of the members, to be held in May Minutes and Publications: the attending shareholders authorized, by unanimous vote, the drawn up of these Minutes in summary form, pursuant to Article 130 of the Brazilian Corporate Law. 9. Closure: There being no further business to discuss, the meeting was adjourned and these present minutes were drawn up, which, after being read and approved, were signed by all attending members. Viana/ES, February 28, Chairman: Mr. Dalton Dias Heringer, Secretary: Mrs. Juliana Heringer Rezende; Shareholders: Dalton Dias Heringer, Juliana Heringer Rezende, JPMorgan Latin America Fund, Fidelity Investment Funds ICVC Managed International Fund, Fidelity Institutional Funds ICVC Global Focus Fund, Stichting Pensioenfonds ABP, Blue Ridge Offshore Master Ltd P, Blue Ridge Limited Partnership, The Sei Emerging Markets Equity Fund, The Duke Endowment, Banco UBS Pactual S/A, UBS Prestige Fund II, LLC For The Account of The Class 03 Series, UBS Prestige Fund II, LLC For The Account of The Class 17 Series, UBS Prestige Fund II, LLC For Tehe Account Of The Class 19 series, UBS Prestige Fund II, LLC For The Account Of The Class 25 Series, UBS Prestige Fund II, LLC For The Account Of The Class 35 Series, Blue Dragon Brazil LLC, Baltic LLC, Strategy Value Investments LLC, Symmetry Value Investments LCC, Total Return Investments LLC, Chestnut International LLC, Fruhling Investments LLC, Top Picks Value Investors LLC, UBS Pactual Ações Fundo de Investimento de Ações, UBS Pactual Multimanager IB Fundo de Investimento Multimercado, UBS Pactual Hedge Fundo de Investimento Multimercado, UBS Pactual Select Bolsa Fundo de Investimento Multimercado, UBS Pactual LS Ações Fundo de Investimento Multimercado, UBS Pactual Malbec Fundo de Investimento Multimercado, UBS Pactual Hedge Institucional Fundo de Investimento Multimercado, UBS Pactual Arbitragem Fundo de Investimento Multimercado, UBS Pactual Advanced Fundo de Investimento Multimercado, UBS Pactual total Return Equities Fundo de Investimento Multimercado, UBS Pactual Caixa Estratégico Longo Prazo Fundo de Investimento Multimercado, UBS Pactual Equity Alpha Fundo de Investimento Multimercado, UBS Pactual Top Picks Institucional Fundo de Investimento de Ações, UBS Pactual HP Fundo de Investimento Multimercado, UBS Pactual Rippowam Fundo de Investimento Mulimercado, UBS Pactual Top Picks Plus Fia, fundo de Investimento de Ações exclusivo Sarlat, UBS Pactual Top Picks Fia, UBS Pactual Equity Alpha 30 Fundo de Investimento Multimercado, UBS Pactual TR2 Fundo de Investimento Multimercado, UBS Pactual Pension Fundo de Ações Previdenciário, Ubs Pactual TR2 Fundo de Investimento Multimercado, UBS Pactual Hedge Plus Fundo de Investimento Multimercado. 4

5 This is a free translation of the original instrument drawn up in the Company's records. Dalton Dias Heringer Chairman Juliana Heringer Rezende Secretary 5

6 Exhibit I Publication 6