FERTILIZANTES HERINGER S.A. Corporate Taxpayer's ID (CNPJ/MF): / Company Registry (NIRE):

Transcription

1 FERTILIZANTES HERINGER S.A. Corporate Taxpayer's ID (CNPJ/MF): / Company Registry (NIRE): MINUTES OF THE ANNUAL SHAREHOLDERS MEETING 1. Date, Time and Venue: April 1, 2015, at 10:00 a.m., at the Company s headquarters, located at Rua Idalino Carvalho, s/n, Bairro Parque Industria, in the city of Viana, state of Espírito Santo. 2. Call Notice: Pursuant to Article 124 of Law 6404 of December 15, 1976, the call notices were published in the Diário Oficial do Espírito Santo and Valor Econômico newspaper (national edition) on March 3, 17 and 24, Attendance: Shareholders representing the majority of the capital stock were present, as per the signatures in the attendance book. Also present were Stefânia Ferreira, representing Ernst & Young Auditores Independentes S/S, and Pedro Gilberto de Souza Gomes and Alfredo Gonçalves Martins, both members of the Fiscal Council. 4. Presiding: The meeting was chaired by Dalton Dias Heringer, Chairman of the Board of Directors, with Laura Maria Brant de Carvalho acting as Secretary. 5. Agenda: (i) (ii) (iii) (iv) (v) (vi) to acknowledge Management s accounts and examine, discuss and vote on the financial statements and accompanying explanatory notes, the Annual Management Report and the Reports of Ernst & Young Auditores Independentes S/S and the Fiscal Council for the fiscal year ended December 31, 2014; to resolve on the allocation of net income for the fiscal year ended December 31, 2014 to elect the members of the Company s Board of Directors; to reinstall the Fiscal Council and elect its members; to determine the compensation of the members of the Fiscal Council for fiscal year 2015; to determine the compensation of the Company s Board of Directors and Board of Executive Officers for fiscal year

2 6. Resolutions: After examining and discussing the matters on the agenda, and with the duly noted abstention of OCP INTERNATIONAL COÖPERATIEVE U.A. and CITY OF NEW YORK GROUP TRUST, by a unanimous vote resolved on the following; To approve the financial statements and accompanying notes, the Annual Management Report, and the reports of Ernst & Young Auditores Independentes S/S and the Fiscal Council for the fiscal year ended December 31, 2014, which were published in the Diário Oficial do Espírito Santo and in the newspaper Valor Econômico on March 20, To approve, without reservations, the allocation of net income for the fiscal year ended December 31, 2014, with the absorption of a portion of the accrued losses, utilizing net income for the year of R$7,962,830.95, included in the amount to be allocated to the Profit Reserve - Tax Incentive totaling R$25,099,358.93, pursuant to the sole paragraph of article 189 of Law 6404/76. The remaining balance of Accrued Losses on December 31, 2014 was R$46,951, By a majority vote: To re-elect to the Board of Directors, pursuant to the Bylaws and Brazilian Corporation Law, the following members: (a) Dalton Dias Heringer, Brazilian, married, agronomist, bearer of identity document (RG) no SSP-ES, inscribed in the roll of individual taxpayers (CPF/MF) under no , dalton@heringer.com.br; (b) Dalton Carlos Heringer, Brazilian, married, business administrator, bearer of identity document (RG) no SSP-SP, inscribed in the roll of individual taxpayers (CPF/MF) under no ; dalton@heringer.com.br, both domiciled at Avenida Irene Karcher, n 620, Bairro Betel, in the city of Paulínia, state of São Paulo, CEP ; (c) Juliana Heringer Rezende, Brazilian, married, economist and business administrator, bearer of identity document (RG) no. nº SSP-SP, inscribed in the roll of individual taxpayers (CPF/MF) under no , domiciled at Rua Samanea, 81 - Cond. Vila Verde Jd. Madalena, in the city of Campinas in the state of São Paulo, CEP ; juherezende@gmail.com; (d) Almir Gonçalves de Miranda, Brazilian, married, business administrator, bearer of identity document (RG) no. M SSP-MG, inscribed in the roll of individual taxpayers (CPF/MF) under no , domiciled at Rua Olímpio Pattaro nº 52 Residencial Barão do Café, Barão Geraldo, in the city of Campinas in the state of São Paulo, CEP ; e- 2

3 mail: (e) as an independent member, Roberto Rodrigues, Brazilian, married, agronomist, bearer of identity document (RG) no SSP- SP, inscribed in the roll of individual taxpayers (CPF/MF) under no , domiciled at Rua Itapeva nº 474 6º andar, Bairro Bela Vista, in the city and state of São Paulo, CEP , (f) as an independent member, Mailson Ferreira da Nobrega, Brazilian, divorced, economist, bearer of identity document (RG) no SSP-DF, inscribed in the roll of individual taxpayers (CPF/MF) under no , domiciled at Rua Estados Unidos nº 498, Jardim Paulista, in the city and state of São Paulo, CEP , (g) Rachid Rtel Bennani, Moroccan, married, chemical engineer, bearer of passport no. EM , with business address at 257 lotissement Allaimoun, Hay Hassani, Casablanca, Morocco, as a sitting member of the Board of Directors; and (h) Olavio Massao Takenaka, Brazilian, married, business administrator and economist, bearer of identity document (RG) no , inscribed in the roll of individual taxpayers (CPF/MF) under no , with business address at Av. das Nações Unidas, , sala 191, Chácara Itaim, in the city and state of São Paulo, CEP , e- mail: otakenaka@icloud.com, as the alternate member of Rachid Rtel Bennani. The unified term of the Board members is two (2) years, ending on the date of the Annual Shareholders Meeting that approves the accounts for fiscal year They will be invested in their positions through compliance with the required conditions and signature of the Instrument of Investiture, as per Law 6404/76 and the Company s Bylaws. The election of the Chairman and Vice-Chairman of the Board of Directors will take place at the first Meeting of the Board of Directors after their investiture, by a majority vote of those present. By a unanimous vote and with the duly noted abstention of OCP INTERNATIONAL COÖPERATIEVE U.A.: To reinstall the Company s Fiscal Council and re=elect the following members: (i) as a sitting member, Alfredo Gonçalves Martins, Brazilian, married, accountant, bearer of identity document (RG) no. M SSP MG, inscribed in the roll of individual taxpayers (CPF/MF) under no , domiciled at Rua São Francisco, nº Santa Inês, in the city of Vila Velha, state of Espírito Santo, having as his alternate Carlos Francisco de Almeida Gastalho, Brazilian, married, accountant, inscribed in the Regional Accounting Council (CRC-ES) under no /0 and in the roll of individual taxpayers (CPF/MF) under no , domiciled at Rua 3

4 Desembargador Augusto Botelho, nº 414 apto. 701 Praia da Costa, in the city of Vila Velha, state of Espírito Santo; (ii) as a sitting member, Pedro Gilberto de Souza Gomes, Brazilian, divorced, accountant, bearer of identity document (RG) no CRC-ES, inscribed in the roll of individual taxpayers (CPF/MF) under no , domiciled at Avenida Estudante José Julio de Souza, nº 1.800, apto. 802, Praia de Itaparica, in the city of Vila Velha, state of Espírito Santo, having as his alternate Fabiano Werdan Fagundes, Brazilian, married, economist and accountant, bearer of identity document (RG) no SSP-ES, inscribed in the roll of individual taxpayers (CPF/MF) under no , domiciled at Rua Fagundes Varela, nº 104, Soteco, in the city of Vila Velha, state of Espírito Santo; and (iii) as a sitting member, Silvio Claudio Peixoto De Camargo, Brazilian, separated, business administrator, bearer of identity document (RG) no SSP SP and inscribed in the roll of individual taxpayers (CPF/MF) under no , having as his alternate Peter Edward Cortes Marsden Wilson, Brazilian, married, economist and public administrator, bearer of identity document (RG) no SSP RJ and inscribed in the roll of individual taxpayers (CPF/MF) under no , both domiciled at Rua Joaquim Floriano nº 820 cj. 164 Bairro Itaim Bibi, in the city and state of São Paulo, CEP The Fiscal Council members elected herein will hold office until the Company s Annual Shareholders Meeting to be held in 2016 and will be invested upon compliance with the applicable conditions and signature of the respective Terms of Investiture, in accordance with Law 6404/76 and the Company s Bylaws To determine the overall annual compensation of the members of the Fiscal Council for fiscal year 2015 at up to three hundred thousand reais (R$300,000.00). By a unanimous vote and with the duly noted abstention of OCP INTERNATIONAL COÖPERATIEVE U.A.; To determine the overall annual compensation of the members of the Board of Directors and Board of Executive Officers for fiscal year 2015 at up to eight million, five hundred thousand reais (R$8,500,000.00), to be distributed among the members and adjusted at the discretion of the Board of Directors. 7. Minutes and Publication: Those present unanimously authorized the drawing up of these minutes in summary format, pursuant to Article 130 of Brazilian Corporation Law. 4

5 8. Closure: There being no further business to discuss, the Meeting was adjourned for the drawing up of these minutes, which were read, approved and signed by all those present. Viana-ES, April 1, Chairman; Dalton Dias Heringer; Secretary: Laura Maria Brant de Carvalho. Shareholders: Dalton Dias Heringer; Juliana Heringer Rezende and Dalton Carlos Heringer, represented by their proxy, Laura Maria Brant de Carvalho; LGT SELECT FUNDS LGT SELECT EQUITY EMERGING MARKETS, PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO, THE NOMURA TRUST AND BANKING CO LTD RE: DWS WORLD AGRIBUSINESS MOTHER FUND, CITY OF NEW YORK GROUP TRUST, NUVEEN TRADEWINDS EMERGING MARKETS FUND, REGIME DE RENTES DU MOUVEMENT DESJARDINS, TEACHER RETIREMENT SYSTEM OF TEXAS, THE FIRST CHURCH OF CHRIST, SCIENTIST, IN BOSTON MASSACHUSETTS, THE MONETARY AUTHORITY OF SINGAPORE, ACADIAN EMERGING MARKETS SMALL CAP EQUITY FUND LLC, COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES RETIREMENT SYSTEM, EVANGELICAL LUTHERAN CHURCH IN AMERICAN BOARD OF PENSIONS, STATE OF WISCONSIN INVESTMENT BOARD MASTER TRUST, THE BOSTON COMPANY INC. POOLED EMPLOYEE FUND / EMERGING MARKETS SMALL CAP VALUE EQUITY FUND, THE WASHINGTON UNIVERSITY, VOYA MULTI-MANAGER INTERNATIONAL SMALL CAP FUND, CITY OF FRESNO RETIREMENT SYSTEMS, FUTURE FUND BOARD OF GUARDIANS and HONEYWELL INTERNATIONAL INC. MASTER RETIREMENT TRUST, represented by their proxy Talita Car Vidotto, and OCP INTERNATIONAL COÖPERATIEVE U.A., represented by its proxy Carolina Alqueres de Faria Lemos. This is a free English translation of the original minutes drawn up in the Company s records. Dalton Dias Heringer Chairman Laura Maria Brant de Carvalho Secretary 5