FERTILIZANTES HERINGER S.A.
Publicly-Held Company of Authorized Capital
CORPORATE REGISTRY ID (NIRE) 32.3.0002794-6
Corporate Taxpayer’s ID (CNPJ/MF) 22.266.175/0001-88
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON MAY 11, 2007
1.
DATE, TIME, AND PLACE: On May 11, 2007, at 2:00 p.m., at the Company's administrative office, located in the City of
Paulínia, State of Sao Paulo, at Rodovia Municipal PLN nº620, Bairro Betel, CEP 13140-000.
CALL,
2.
AND
ATTENDANCE: Call was waived in view of the attendance of all the members of the Company's Board of
Directors.
3.
PRESIDING BOARD: Chairman: Mr. Dalton Dias Heringer; Secretary: Juliana Heringer Rezende.
4.
AGENDA: Resolve on the Company's new capital stock increase, within the limit of its authorized capital, and the
amount of common shares to be issued, with no application of the preemptive right of the Company's current shareholders, in
compliance with item I of article 172 of Law 6.404 as of December 15, 1976 ("Brazilian Corporation Law"), and with paragraph 3
of article 6 of the Company's Bylaws.
5.
RESOLUTIONS: In view of the exercise, by banks UBS Pactual S.A., and Itaú BBA S.A. ("Coordinators of the Offer"), of
the greenshoe option, as provided by the Private Instrument of Agreement of Coordination, Firm Guarantee of Underwriting,
Acquisition, and Placement of Common Shares owned by Fertilizantes Heringer S.A., within the scope of the primary public
distribution of shares owned by the Company, registered at the Brazilian Securities and Exchange Commission (CVM) on April
10, 2007, under number CVM/SER/REM/2007/015 ("Public Distribution"), the members of the Board of Directors took the
following resolutions by unanimous vote and without restrictions: approval of the Company's capital stock increase, within the limit
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of its authorized capital, from R$403,418,145.87 (four hundred and three million, four hundred and eighteen thousand, one
hundred and forty-five reais and eighty-seven centavos)to R$429,781,201.87 (four hundred and twenty-nine million; seven
hundred and eighty-one thousand, two hundred and one reais and eighty-seven centavos), an increase, therefore, to the amount
of R$26,363,056.00 (twenty-six million, three hundred and sixty-three thousand, and fifty-six reais), by means of the issuance of
1,550,768 non-par, registered, book-entry common shares ("Greenshoe Shares"), with no application of the preemptive rights of
the Company's shareholders in the subscription, in compliance with the provisions of item I of article 172 of the Brazilian
Corporation Law, under paragraph 3 of article 6 of the Company's Bylaws. The Greenshoe Shares will be the object of a Public
Distribution. The subscription price of each of the Greenshoe Shares is R$17.00, equivalent to the subscription price per share of
the other shares of the Public Distribution, established in a bookbuilding process conducted by the Coordinators of the Offer, and
approved by this Board of Directors on April 10, 2007. The Greenshoe Shares are entitled to the payment of dividends and
interest on net capital declared by the Company, and to all the other rights and benefits granted to the other common shares
owned by the Company, in the same conditions, as provided by the Brazilian Corporation Law, the Company's Bylaws, and the
Rules of Differentiated Corporate Governance Practices of the São Paulo Stock Exchange's (Bovespa) Novo Mercado.
6.
CLOSURE: There being no further business to discuss, the meeting was adjourned and these minutes were drawn up,
which, read and approved, were signed by all attending members. Paulínia, May 11, 2007. Dalton Dias Heringer – Chairman;
Juliana Heringer Rezende – Secretary; Attending Members of the Board: Dalton Dias Heringer, Dalton Carlos Heringer, Almir
Gonçalves de Miranda, Geraldo José Carbone, and Cristiano Gióia Lauretti.
This is a free translation of the original instrument drawn up in the Company's records.
Paulínia, May 11, 2007
_____________________________
Juliana Heringer Rezende
Secretary
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