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

Transcription

1 FERTILIZANTES HERINGER S.A. Corporate Taxpayer ID (CNPJ/MF): / Company Registry (NIRE): MINUTES OF THE ANNUAL AND EXTRAORDINARY GENERAL MEETING 1. Date, Time and Place: On April 15, 2011, at 10:00 a.m., at the Company s head offices located at Avenida Idalino Carvalho, s/n, Bairro Areinha, in the city of Viana, state of Espírito Santo. 2. Call Notice: The call notices were published pursuant to Article 124 of Federal Law 6,404 of December 15, 1976 (Brazilian Corporation Law, or BCL ), in the state register Diário Oficial do Espírito Santo and in the newspaper Valor Econômico (national edition) on March 16 and 31, and on April 7, ATTENDANCE: Shareholders representing more than 2/3 of the capital stock were present, as per the signatures in the Attendance Book. Also attending the meeting were Ms. Juliana Heringer Rezende, the Company s Chief Administrative Officer, Mr. Wander Rodrigues Teles, the representative from PricewaterhouseCoopers Auditores Independentes, and Mr. Pedro Gilberto de Souza Gomes and Mr. Alfredo Gonçalves Martins, both members of the Fiscal Council 4. Presiding: The meeting was chaired by Mr. Dalton Dias Heringer, Chairman of the Board of Directors, with the shareholder Ms. Juliana Heringer Rezende acting as Secretary. 1. Agenda: At the Annual General Meeting: (i) receive the management accounts and examine, discuss and vote on the financial statements and accompanying notes, the Annual Management Report and the Reports from PricewaterhouseCoopers Auditores Independentes and from the Fiscal Council, for the fiscal year ended December 31, 2010; (ii) deliberate on the allocation of net income in the fiscal year ended December 31, 2010; (iii) elect the members to the Company s Board of Directors; (iv) reinstall the Fiscal Council and elect its members; (v) set the compensation of the members of the Fiscal Council for fiscal year 2011; and 1

2 (vi) set the compensation of the Company s administrators for fiscal year At the Extraordinary General Meeting: (i) Amend Articles 21 and 25 of the Bylaws to reflect the new definitions for the positions and duties of the Company s executive board. 6. Resolutions: The shareholders examined, discussed and RESOLVED: 6.1. At the Annual General Meeting: By unanimous vote, with the abstention of the shareholder Ishares III Public Limited Company: To approve the financial statements and accompanying notes, the Annual Management Report, and the reports of PricewaterhouseCoopers Auditores Independentes and the Fiscal Council for the fiscal year ended December 31, 2010, which were published in the state register Diário Oficial do Espírito Santo and in the newspaper Valor Econômico on April 4, By unanimous vote: To approve, without reservations, the allocation of net income in the fiscal year ended December 31, 2010, with the allocation to the Profit Reserve - Tax Incentive of R$20,321, and the absorption of a portion of the accrued losses, in the amount of R$61,805,298.27, drawing on the entire Profit Reserve Tax Incentive of R$20,321, and the remaining balance of Net Income in the fiscal year of R$41,483,728.23, in accordance with Sole Paragraph, Article 189 of Federal Law 6,404/76. The remaining balance of Accrued Losses on December 31, 2010 was of R$86,808, By a majority of votes: To re-elect to the Board of Directors, in accordance with the Bylaws and Brazilian Corporation Law, the following members: (a) Dalton Dias Heringer, Brazilian, married, agronomist engineer, bearer of identity document (RG) number M SSP-MG, inscribed in the roll of individual taxpayer s (CPF/MF) under number ; (b) Dalton Carlos Heringer, Brazilian, married, business administrator, bearer of identity document (RG) number SSP-SP, inscribed in the roll of individual taxpayer s (CPF/MF) under number ; (c) Almir Gonçalves de Miranda, Brazilian, married, industrialist, bearer of identity document (RG) number M SSP-MG, inscribed in the roll of individual taxpayer s (CPF/MF) under number ; all domiciled at Avenida Irene Karcher, n 620, in the city of Paulínia, state of São

3 Paulo; (d) Roberto Rodrigues, Brazilian, married, agronomist engineer, bearer of identity document (RG) number SSP-SP, inscribed in the roll of individual taxpayer s (CPF/MF) under number , domiciled at Rua Itapeva nº 474 6º andar, Bairro Bela Vista, CEP , in the city and state of São Paulo, and to elect (e) Mailson Ferreira da Nobrega, Brazilian, divorced, economist, bearer of identity document (RG) number SSP-DF, inscribed in the roll of individual taxpayer s (CPF/MF) under number , domiciled at Rua Estados Unidos nº 498, Jardim Paulista, CEP , in the city and state of São Paulo. The unified term for the executive officers re-elected is two (2) years, ending on the date of the Company's Annual General Meeting that approves the accounts for fiscal year The elections of the Chairman and Vice-Chairman of the Board of Directors will be held at the Company s first Board of Directors Meeting that occurs immediately after the investiture of the members of the Board, by a majority vote of those present; By unanimous vote: To reinstall the Company s Fiscal Council and reelect the following members to compose it: (i) as member, Mr. Alfredo Gonçalves Martins, Brazilian, married, accountant, bearer of identity document (RG) number M SSP-MG, inscribed in the roll of individual taxpayer s (CPF/MF) under number , domiciled at Rua São Francisco, 691, Santa Inês, in the city of Vila Velha, state of Espírito Santo, having as alternate Mr. Carlos Francisco de Almeida Gastalho, Brazilian, married, accountant, inscribed in the Regional Accounting Council (CRC-ES) under number /0 and in the roll of individual taxpayer s (CPF/MF) under number , domiciled at Rua Desembargador Augusto Botelho, 414, apto. 701, Praia da Costa, in the city of Vila Velha, state of Espírito Santo; (ii) as member, Mr. Pedro Gilberto de Souza Gomes, Brazilian, married, accountant, bearer of identity document (RG) number CRC-ES, inscribed in the roll of individual taxpayer s (CPF/MF) under number , domiciled at Avenida Estudante José Julio de Souza, 1.800, apto. 802, Praia de Itaparica, in the city of Vila Velha, state of Espírito Santo, having as alternate Mr. Fabiano Werdan Fagundes, Brazilian, single, economist and accountant, bearer of identity document (RG) number SSP-ES, inscribed in the roll of individual taxpayer s (CPF/MF) under number , domiciled at Rua Fagundes Varela, 104, Soteco, in the city of Vila Velha, state of Espírito Santo; and (iii) as member, Mr. Antonio Nelson Naime, Brazilian, married, economist and accountant, bearer of identity document (RG) number SSP-SP, inscribed in the roll of individual taxpayer s (CPF/MF) under number , domiciled at Rua Gil Eanes, nº 102, apto. 62, Brooklin, in the city and state of São Paulo, having as alternate Mr. Alfredo Ferreira Marques Filho, Brazilian, married, accountant and business administrator, bearer of identity document (RG) number

4 SSP-SP, inscribed in the roll of individual taxpayer s (CPF/MF) under number , domiciled at Rua dos Ingleses, nº 609, in the city and state of São Paulo. The Fiscal Council members elected will hold office until the Company s Annual General Meeting to be held in 2012 and will be invested upon compliance with the applicable conditions and signing the respective terms of investiture, in accordance with Federal Law 6,404/76 and the Company s Bylaws Set the compensation of the members of the Company s Board of Directors and Board of Executive Officers for the current fiscal year at the overall annual amount of up to five million, five hundred thousand Brazilian reais (R$5,500,000.00), to be distributed among members and adjusted at the discretion of the Board of Directors Set the annual overall compensation of the members of the Fiscal Council for fiscal year 2011 at the overall amount of up to two hundred and twenty thousand Brazilian reais (R$220,000.00) At the Extraordinary General Meeting: By unanimous vote: Amend the wording of the head paragraph of Article 21 of the Bylaws to reflect the redefinition of the positions on the executive board, which shall henceforth read as follows: Article 21 The Company's Board of Directors shall comprise at least two (2) and at most seven (7) members, shareholders or not, Brazilian residents, elected by the board of directors, with the accumulation of positions by the same Officer permitted, with the appointment of one Chief Executive Officer, one Chief Financial Officer, one Chief Administrative Officer, one Chief Supply and Logistics Officer, one Chief Commercial Officer, one Chief Controller and one Investor Relations Officer Amend the wording of paragraphs 4 and 7 of Article 25 and include paragraph 8 to Article 25 of the Bylaws to reflect the redefinition of the duties of the executive officers, with Article 25 henceforth reading as follows:

5 Article 25 - The Executive Board is responsible for managing the general business and the practice of any and all acts deemed necessary or convenient, except for those that, in accordance with governing law or these Bylaws, are the responsibility of the General Meeting or the Board of Directors. In the exercise of their duties, the Executive Officers may carry out all operations and practice all acts in the normal course of business deemed necessary to execute the objectives of their office, in accordance with the provisions of these Bylaws regarding the form of representation, the powers for practicing certain acts and the general guidelines established by the Board of Directors, including deliberating on and approving the use of resources, transacting, waiving, and assigning rights, confessing debts, executing agreements, making commitments, contracting obligations, entering into contracts, acquiring, selling or encumbering fixed and movable assets, pledging guarantees and sureties, issuing, endorsing, pledging, discounting and withdrawing securities in general, as well as opening, transacting and closing accounts at credit entities, in accordance with the legal restrictions and those set forth herein. Paragraph 1 It is also incumbent upon the Executive Board: a) to implement and enforce these Bylaws and the resolutions of the Board of Directors and the General Meeting; b) to represent the Company in accordance with the duties and powers set forth in these Bylaws and the General Meeting; c) to deliberate on the opening, closing and change of address of branch offices, representative offices or other offices of the Company anywhere in the country or abroad; d) to submit annually to the Board of Directors the Management Report and the Management Accounts, accompanied by the independent auditors report and the proposal for the allocation of profits in the previous year; e) to prepare and propose to the Board of Directors, the business, operational and investment plans of the Company; f) to approve the creation and dissolution of subsidiaries and the Company s interests in the capital of other companies, in the country or abroad; g) to draft the Company s organizational plan and issue the corresponding rules;

6 h) to decide on any matter that is not the exclusive responsibility of the General Meeting or the Board of Directors, as well as on the differences among its members; and i) to authorize the divestment or constitution of liens on the fixed assets of the Company equal to or less than half percent (0.5%) of the gross revenue of the previous full fiscal year, except as stated in the annual business plan or in the annual budget, either through a single transaction or a series of transactions over a period of 12 months; j) to approve any investment or expense not provided for in the duly approved business plans, annual budgets and investment plans, in amounts corresponding to less than 5% of gross operating revenue in the previous fully fiscal year; Paragraph 2 The Chief Executive Officer, in addition to constantly coordinating the activities of the Executive Officers and directing the execution of the business activities related to the Company's general planning, is responsible for: (i) planning, coordinating, organizing, supervising and directing the activities of the Company; (ii) implementing the guidelines and ensuring compliance with the resolutions taken by the General Meetings and the meetings of the Board of Directors and Executive Officers; (iii) convening and presiding over meetings of the Executive Board; (iv) drafting the Company s business, legal, political, corporate and institutional guidelines for the development of the Company's business activities; (v) exercising the general supervision of the powers and duties of the Executive Board; (vi) perform the other duties that are assigned to him or her by the Board of Directors. Paragraph 3 - The Chief Financial Officer, among the other duties assigned to him or her, is responsible for: (i) planning, coordinating, organizing, supervising and directing the activities related to the Company s financial operations, including financial planning and treasury management; (ii) representing the Company at financial institutions; (iii) coordinating the preparation of the Company's budget for approval by the Executive Board. (...) Paragraph 4 The Chief Administrative Officer, among the other duties assigned to him or her, is responsible for: (i) planning, coordinating, organizing, supervising and directing the

7 human resource policies of the Company; (ii) managing the Company's information systems and planning and overseeing the investments in information technology. Paragraph 5 The Chief Supply and Logistics Officer, among other duties assigned to him or her, is responsible for: (i) planning, coordinating, organizing, supervising and directing the activities related to the supply and logistics operations for the Company's raw materials; (ii) representing the Company before domestic and international suppliers. Paragraph 6 The Chief Commercial Officer, among the other duties assigned to him or her, is responsible for: (i) planning, coordinating, organizing, supervising and directing the activities related to the Company's commercial and product distribution logistics operations; (ii) representing the Company before clients and commercial representatives. Paragraph 7 The Chief Controller, among the other duties assigned to him or her, is responsible for: (i) coordinating and directing the controller and accounting activities; (ii) coordinating the preparation of the financial statements and the annual management report of the Company, as well as monitoring the external audit activities; (iii) coordinating and monitoring the compliance with tax legislation. Paragraph 8 - The Investor Relations Officer, among other duties assigned to him or her, is responsible for: (i) representing the Company before supervisory organs and other institutions operating in the capital markets, responsible for providing information to investors, the Securities and Exchange Commission of Brazil (CVM), the Central Bank of Brazil, the Stock Exchanges on which the Company's securities trade and any other agency related to the activities in the capital markets, in accordance with governing law in Brazil and abroad; (ii) monitoring the internal audit activities. 7. Minutes and Publications: The shareholders in attendance unanimously authorized the drafting of these minutes in summary form, pursuant to Article 130 of Brazilian Corporation Law. 8. Closure: There being no further business on the agenda, the meeting was closed and these minutes were drawn up, read, approved and signed by all present. Viana, Espírito Santo,

8 April 15, Chairman: Mr. Dalton Dias Heringer, Secretary: Ms. Juliana Heringer Rezende; Shareholders: Dalton Dias Heringer, Juliana Heringer Rezende, Dalton Carlos Heringer, FIDELITY INVESTMENT MONEY MANAGEMENT INC, VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN SF, THE BRAZIL VALUE AND GROWTH FUND, TEACHER RETIREMENT SYSTEM OF TEXAS, THE NOMURA TRUST AND BANKING CO., LTD: DWS WAM FUND, MICROSOFT CORPORATION SAVINGS PLUS 401(K) PLAN and SHARES III PUBLIC LIMITED COMPANY. This is a true copy of the original drawn up in the Company's records. Dalton Dias Heringer Chairman Juliana Heringer Rezende Secretary