FERTILIZANTES HERINGER S.A.
Publicly-Held Authorized-Capital Company
Corporate Registry ID (NIRE) 32.3.0002794-6
Corporate Taxpayer’s ID (CNPJ/MF) 22.266.175/0001-88
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON OCTOBER 09, 2008
1.
DATE, TIME AND PLACE: Held on October 9, 2008, at 10:30 a.m., at the
Company's administrative office, located in the City of Paulínia, State of São
Paulo, at Rodovia Municipal PLN 137, No. 620, Bairro Betel, CEP 13140000.
2.
CALL AND ATTENDANCE: Call was waived as all members of the
Company’s Board of Directors attended the meeting, and board members
José Augusto Arantes Savasini and Roberto Rodrigues took part in the
meeting via conference call, as permitted by Article 17 of the Company’s
Bylaws.
3.
PRESIDING BOARD: The Meeting was chaired by Mr. Dalton Dias
Heringer, and had Mrs. Juliana Heringer Rezende as secretary.
4.
AGENDA: to resolve on: (i) election of a member of the Company’s
Board of Executive Officers; (ii) amendment of the end period of the term of
office of the officers elected on February 18, 2008, seeking the combination
of the terms; (iii) submit the share buyback program to the approval of the
board members; (iv) submit to the approval of the board members the
proposal for authorizing the Company to incur a debt higher than twentyfive percent (25%) of last year’s gross operating income.
5.
RESOLUTIONS: The members of the Company’s Board of Directors
resolved by unanimous vote and without any restrictions, on the following:
5.1. Elect to comprise the Company’s statutory executive board, pursuant to
the Bylaws, as an officer without specific designation, Mr. Wilson Rio
Mardonado, Brazilian, married, business administrator, Identity Card
(RG) 3.789.224-1 (SSP/SP) and Individual Taxpayer’s ID (CPF/MF)
453.614.958-91, in order to operate in the controllership and investor
relations area. The term of office of the officer elected herein shall end on
the date of the Company’s Annual General Meeting which approves the
accounts of year 2008. This is required so that the elected officer’s term of
office is unified to the terms of the other officers, pursuant to Article 22 of
the Bylaws. The officer elected herein accepted the position to which he was
elected, stating he is fully aware of the applicable legislation, and declared
not to be involved in any of the crimes set forth by law preventing him from
exercising commercial activities or the management of commercial
companies. A Second Call of the Special General Meeting shall be made to
resolve on the Management Proposal to amend the Bylaws, addressing the
redefinition of positions and functions of the officers of the Company,
including a provision related to the position of the officer elected herein,
pursuant to Article 143 of Law 6,404/73, as amended.
5.2. Amend the end period of the terms of office of Officers Alfredo Fardin,
Eduardo Tadeu de Paiva and Rodrigo Bortolini Rezende, elected at the Board
of Directors’ Meeting held on February 18, 2008, the minutes of which
recorded that the respective terms of office would end at the date of the
Company’s Annual General Meeting which approves the accounts of year
2009, to the date of the Company’s Annual General Meeting which approves
the accounts of year 2008, in order to unify the terms of office, pursuant to
Article 22 of the Bylaws.
5.3. Approve, pursuant to Article 18, “p”, of the Company’s Bylaws, Article
30, §1º, “b”, of Law 6,404/76 and CVM Rule 10/80, and subsequent
amendments, a Buyback Program of the shares issued by the Company,
observing the following conditions: (i) the purpose of the share buyback
program is the purchase of shares for holding in treasury and subsequent
sale or cancellation without decreasing the capital stock. The Company’s
Management believes that these transactions are appropriate and meet the
Company’s interest, bearing in mind the current quoted value of the
Company’s shares at BOVESPA (São Paulo Stock Exchange), the current
capital market conditions and the available resources held by the Company;
(ii) the number of outstanding shares in the market is twenty million, eight
hundred and seven thousand, three hundred and seventy-seven
(20.807.377) common shares, pursuant to definition of Article 5 of CVM
Rule 10/80. The acquisition shall observe the limit of one million, eight
hundred and thirty-six thousand, seven hundred and thirty-seven
(1,836,737) common shares, which when added up to the Company’s two
hundred and forty-four thousand (244,000) shares held in treasury,
correspond to ten percent (10%) of the outstanding common shares issued
by the Company, which are therefore, within the maximum limit set forth by
CVM Rule 10/80, as amended, being incumbent upon the Board of
Executive Officers to define the time and quantity of shares to be effectively
purchased, observing the limits and expiration date of this authorization;
(iii) the maximum purchase period is three hundred and sixty-five (365)
days, as from October 10, 2008. The purchase of shares shall be carried out
at a BOVESPA’s trading session, at market value; (iv) the financial
institutions authorized to perform the share buyback operation are: Merrill
Lynch S.A. Corretora de Títulos e Valores Mobiliários, with head offices in
the City and State of São Paulo, at Avenida Brigadeiro Faria Lima, 3400, 16º
andar – CEP 04538-132; UBS Pactual Corretora de Títulos e Valores
Mobiliários S.A, with head offices in the City and State of São Paulo, at
Avenida Brigadeiro Faria Lima, 3.729, 10º andar – CEP 04538-133 and
ITAU Corretora de Valores S/A, with head offices in the City and State of
São Paulo, at Avenida Engenheiro Armando de Arruda Pereira, 707, 15º
andar, Jabaquara, CEP 04344-902. The Board of Executive Officers is
authorized to take all necessary measures to implement the buyback
program herein approved, and may also establish the time and number of
shares to be purchased in a single transaction or in a series of transactions,
observing the parameters set forth herein.
5.4. Considering the price hike of raw materials in 2008 in comparison to
2007, added to the devaluation of the real against the dollar, authorize,
pursuant to Article 18, “i” of the Bylaws, the execution by the Company of
loan agreements, credit facility agreements and other agreements that result
in obligations to the company, up to the amount of forty percent (40%) of the
gross operating income of the last closed year. The authorization herein is
effective up to December 31, 2008.
6.
CLOSURE: There being no further business to discuss and no other
pronouncements, the meeting was adjourned and these present minutes
were drawn up, which, read and approved, were signed by all attending
members. Paulínia, State of São Paulo, October 09, 2008. Mr. Dalton Dias
Heringer – Chairman; Juliana Heringer Rezende – Secretary; Attending
Members: Dalton Dias Heringer, Dalton Carlos Heringer, Almir Gonçalves
de Miranda, Roberto Rodrigues and José Augusto Arantes Savasini.
This is a free English translation of the original instrument
drawn up in the Company's records.
__________________________________
Juliana Heringer Rezende
Secretary