FERTILIZANTES HERINGER S.A.
Company Registry (NIRE): 32.3.0002794-6
Corporate Taxpayer’s ID (CNPJ/MF): 22.266.175/0001-88
MINUTES OF THE EXTRAORDINARY SHAREHOLDERS' MEETING
HELD ON OCTOBER 20, 2008
1.
DATE, TIME AND VENUE: October 20, 2008 at 3:00 p.m., at the company's headquarters located
at Avenida Idalino Carvalho, s/n, Bairro Areinha, CEP 20-2.008, in the city of Viana, state of Espírito
Santo, on the second call, pursuant to the resolutions of the Extraordinary Shareholders’ Meeting of
October 6, 2008.
2.
Call Notice: The Second Call Notice was published, pursuant to Article 124 of Law 6,404 of
December 15, 1976 (Brazilian Corporation Law), in the newspapers Diário Oficial do Espírito Santo and
Valor Econômico – Edição Nacional on October 10, 14 and 16, 2008.
3.
ATTENDANCE: Shareholders representing the majority of the company’s capital stock, as per the
signatures in the Company’s Records.
4.
PRESIDING BOARD: The meeting was presided over by the Chairman of the Board of Directors,
Mr. Dalton Dias Heringer, with Ms. Laura Maria Brant de Carvalho, the proxy of shareholder Juliana
Heringer Rezende, acting as secretary.
5.
AGENDA: To amend articles 21 and 25 of the Company’s Bylaws to reflect the changes in the
positions and duties of the Company’s Executive Officers.
6.
RESOLUTIONS: The shareholders analyzed, discussed and RESOLVED the following:
6.1. To amend articles 21 and 25 of the Company’s Bylaws to reflect the changes in the positions and
duties of the Company’s Executive Officers. The articles shall henceforth have the following wording:
Article 21 - The Company’s Board of Executive Officers must compose at least two (2) and at
most seven (7) members, may or may not be shareholders, must be residents of Brazil, are
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Fertilizantes Heringer S.A.
Extraordinary Shareholders’ Meeting held on October, 20, 2008
elected by the Board of Directors and are authorized to accumulate the duties of more than one
officer position, with one officer designated Chief Executive Officer, one Chief Financial Officer,
one Chief Administrative Officer, one Chief Supply and Logistics Officer, one Chief Comptroller
and Investor Relations Officer, with the other Officer holding no specific portfolio..
Article 25 (...)
Paragraph 3 - Among any other duties that come to be established, the Chief Financial Officer
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 before financial institutions; (iii) coordinating the
preparation of the Company’s budget for approval by the Board of Executive Officers (…)
Paragraph 7 – Among any other duties that come to be established, the Chief Comptroller and
Investor Relations Officer is responsible for: (i) representing the Company before control
organs and other institutions operating in the capital markets and 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 are traded and other organs
related to activities carried out in the capital markets, pursuant to applicable law in Brazil and
abroad; (ii) coordinating and directing the controller and accounting activities; (iii) coordinating
the preparation of the financial statements and the annual report from the Company’s
management, as well as monitoring the activities of the internal and external audits; (iv)
coordinating and monitoring the compliance with federal tax law.
7..
CLOSURE: There being no further business to discuss, the Meeting was adjourned for the
drawing up of these Minutes, which were read, approved, signed by all attending members and
authorized to be published with the omission of the Shareholders’ signatures, pursuant to Article 130,
Paragraph 2 of Law 6,404/76. Viana, Espírito Santo, October 20, 2008. Mr. Dalton Carlos Heringer –
Chairman; Ms.Laura Maria Brant de Carvalho – Secretary. Shareholders: Dalton Dias Heringer, Juliana
Heringer Rezende, Dalton Carlos Heringer, Sei Institutional international Tru, The Nomura Trust and
Banking CO LTD RE: DWS World Agrobusiness Mother Fund, Dimensional Funds II, PLC, Sei
Institutional Investments Trust - World Equity Ex-Us Fund, Sei Institutional International Trust –
Emerging Markets Equity Fund, Sei Investments Canada Company Emerging Markets Equity Fund,
Teacher Retirement System of Texas, BT Pension Scheme, Royal Mail Pension Plan, JPMorgan Latin
America Fund,
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Fertilizantes Heringer S.A.
Extraordinary Shareholders’ Meeting held on October, 20, 2008
This is a free translation of the original document in the company’s records.
__________________________________
__________________________________
Dalton Dias Heringer
Laura Maria Brant de Carvalho
Chairman
Secretary
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