exhibit i fertilizantes heringer s.a. cnpj/mf 022.266.175 ... · fertilizantes heringer s.a....

Fertilizantes Heringer S.A. Minutes of the Extraordinary Shareholders’ Meeting

held on August 10, 2015

EXHIBIT I

FERTILIZANTES HERINGER S.A.

CNPJ/MF 022.266.175/0001-88 NIRE 32.3.0002794-6

BYLAWS

Chapter I

Name, Headquarters, Purpose and Duration

Article 1 - FERTILIZANTES HERINGER S.A. (“Company”) is an authorized capital

corporation, ruled by these present Bylaws and by legal provisions, especially the Law

6,404 as of December 15, 1976, as amended (“Brazilian Corporation Law”).

Paragraph 1 - With the Company’s admission to the

special listing segment called New Market of BM&FBOVESPA S.A. – Securities,

Commodities and Futures Exchange (“BM&FBOVESPA”), the Company, its

shareholders, members of its management and Fiscal Council, when instated, are

subject to the provisions of BM&FBOVESPA’s New Market Listing Rules (“New Market

Listing Rules”).

Paragraph 2 – If the rights of those to whom the public

tender offers envisaged in these Bylaws are prejudiced, the New Market Listing Rules

shall prevail over the Bylaws.

Article 2 - The Company is headquartered and domiciled at Rua Idalino Carvalho

s/n, Bairro Parque Industrial, in the city of Viana, state of Espírito Santo, CEP 29136-

900, and it may install or extinguish branches, offices or other establishments in any

other location of the national territory or abroad, in compliance with the formalities of

the applicable laws.

Sole Paragraph – The Company may by resolution of the Board of

Executive Officers open, transfer and/or close branches of any type, in any part of the

national territory or abroad.

Article 3 - The Company’s purposes are: (i) imports, exports, trading and industry of

fertilizers, related raw materials, soil remedies in general and soil inputs, (ii) imports,

exports and trading of agricultural materials in general, raw materials, modern farming

inputs and veterinary products, (iii) the exploration of railroad transportation, (iv) the

rendering of services to third parties in the industrial segment, (v) the sale of surplus



electricity resulting from the production process, and (vi) the construction of plants

owned by the Company.

Article 4 - The Company’s duration is indeterminate.

CHAPTER II

CAPITAL STOCK

Article 5 - The Company’s fully subscribed and paid-up capital stock is five hundred,

ninety-four million, one hundred, sixty-four thousand, nine hundred, two reais and

fifty-six centavos (R$594,164,902.56), represented by 53,857,284 non-par, registered,

book-entry, common shares.

Paragraph 1 - The Company’s capital stock shall be exclusively

represented by common shares.

Paragraph 2 - Each registered common share shall be entitled to

one vote in the Company’s General Meetings resolutions.

Paragraph 3 - All the Company’s shares shall be book-entry and

shall be held in deposit account, on behalf of its titleholders, in financial institution

authorized by the Brazilian Securities and Exchange Commission (“CVM”) with which

the Company maintains custody agreement in force, without issuing certificates. The

depositary institution may charge from shareholders the service cost for the transfer

and recordal of ownership of book-entry shares, as well as the service costs related to

shares under custody, observing the maximum limits determined by CVM.

Paragraph 4 - The issue by the Company of preferred shares or

founder’s shares is forbidden.

Paragraph 5 - Shares are indivisible in relation to the Company.

When a share is held by more than one person, the rights granted thereto shall be

exercised by the representative of the group of institutional investors.

Paragraph 6 - The shareholders have preemptive right, in

proportion of their respective interest, upon subscription of shares, debentures

convertible into shares or subscription bonus issued by the Company, which may be

exercised within thirty (30) days.

Article 6 - The Company is authorized to increase the capital stock up to the limit

of eight hundred million reais (R$800,000,000.00), including the common shares



already issued, irrespective of amendment to bylaws, without retaining proportion

among already existing shares.

Paragraph 1 - The capital stock increase shall be made by means

of resolution of the Board of Directors, which shall be liable for setting forth the issue

conditions, including, price, term and payment conditions. Should occur subscription

with payment in assets, the capital increase shall be the responsibility of the General

Meeting, hearing the Fiscal Council, if instated.

Paragraph 2 - Within the limit of authorized capital, the

Company may issue common shares, debentures convertible into common shares and

subscription bonus.

Paragraph 3 - At discretion of the Board of Directors, the

preemptive right may be excluded or the term for its exercise may be reduced, upon

issue of common shares, debentures convertible into common shares and subscription

bonus, the placement of which is made by means of (i) sale on stock exchange or

public subscription or (ii) share swap in a takeover bid, pursuant to law and within the

limit of authorized capital.

Article 7 - The Company may by decision of the Board of Directors acquire own

shares to be held in treasury and further disposal or cancellation, up to the balance

amount of profit and reserves, except for legal reserve, without decreasing capital

stock, in compliance with legal provisions and applicable rules.

Article 8 - The Company may, by decision of the Board of Directors and in

accordance with the plan approved by the General Meeting, grant stock option or

share subscription, without preemptive right to shareholders, on behalf of managers,

employees and collaborators, and such option may be extended to managers and

employees of companies directly or indirectly controlled by the Company.

CHAPTER III

MANAGEMENT

Section I - General Provisions

Article 9 - The Company shall be managed by a Board of Directors and a Board of

Executive Officers, pursuant to the powers granted by applicable laws and by these

present Bylaws.



Article 10 - The managers’ investiture is subject to the previous signature of the

Management Statement of Consent referred to by the New Market Rules, as well as to

compliance with the applicable legal requirements. The managers immediately after

being vested in office shall notify BM&FBOVESPA about the quantity and the

characteristics of securities issued by the Company, to which they are directly or

indirectly titleholders, including derivatives.

Article 11 - The Annual General Meeting shall set forth the annual global

compensation of the Company’s management, and it shall be incumbent upon the

Board of Directors to resolve on its distribution.

Section II – Board of Directors

Article 12 - The Board of Directors shall be composed of at least, five (5) and at

most nine (9) members, Company’s shareholders or not, elected by the General

Meeting, with two(2)-year unified term of office, except for withdrawal, and may be

reelected.

Paragraph 1 - The General Meeting shall determine by absolute

majority vote of attending shareholders, not counting the absentee votes, prior to

their election, the number of the Board of Directors’ positions to be filled in each term

of office, observing the minimum of five (5) members.

Paragraph 2 - At least, twenty per cent (20%) of the Board of Directors’

members shall be Independent Members, expressly declared as independent members

at the General Meeting electing them. The Independent Board Member is that one

who (i) does not have any relationship with the Company, except for his/her interest in

the capital stock; (ii) he/she is not Controlling Shareholder, spouse or up to second-

degree relative of the Controlling Shareholder, who is not and for the past three (3)

years has not been connected to the company or entity related to the Controlling

Shareholder (excluding from such restriction the persons connected to education

and/or research public institutions); (iii) for the past three (3) years he/she is not

employee or officer of the Company, of the Controlling Shareholder or corporation

controlled by the Company; (iv) is not supplier or buyer, whether direct or indirect, of

services or products of the Company, in magnitude implying loss of independence; (v)

is not employee or manager of the company or entity offering or requesting services

and/or products to the Company, in such magnitude that entails loss of autonomy; (vi)

is not spouse or up to second-degree relative of any Company’s manager; or (vii) does

not receive any other Company’s compensation besides that as Board member

(excluding from such restriction cash dividends derived from eventual interest in the

capital). The Independent Board Member is also the one elected as authorized in

paragraphs four and five of Article 141 of the Brazilian Corporation Law.



Paragraph 3 - Should the percentage defined above result in fractional

number of board members, it shall be rounded off: (i) to the subsequent number if the

fraction is equal or higher than five tenths (0.5); or (ii) to the previous number, if the

fraction is smaller than five tenths (0.5).

Paragraph 4 - The Board members shall have untarnished

reputation and the following may not be elected to the Board of Directors, except with

express waiver of the majority of the members: (i) persons holding positions in

companies deemed as competitors of the Company; or (ii) persons having or

representing conflicting interest with the Company. The voting right may not be

exercised by the Board member if the impediment factors indicated in this paragraph

occur in the future.

Paragraph 5 - The positions of chairman of the Board of Directors

and chief executive officer or main executive of the Company shall not be held by the

same person.

Paragraph 6 – In addition to the sitting members of the Board of

Directors, until seven deputy members may also be elected and removed from office,

whenever necessary by partners at the proportion of their interest, by means of

General Meeting summoned and held for this purpose.

Article 13 – The Board of Directors shall have one (1) Chairman and one (1) Vice

Chairman, who shall be elected by absolute majority of votes of attending members at

first meeting of the Board of Directors occurring immediately after the investiture of

said members, or whenever vacancy occurs in those positions. In case of absence or

temporary impediment of the Chairman of the Board of Directors, the Vice Chairman

shall assume the duties of the Chairman. In the assumption of absence or temporary

impediment of Chairman and Vice Chairman of the Board of Directors, the Chairman’s

duties shall be performed by another member of the Board of Directors appointed by

the Chairman.

Article 14 - The Board of Directors shall hold a meeting ordinarily, four (4) times a

year, and extraordinarily whenever called by its Chairman or by its Vice Chairman, by

means of written notice delivered, at least, five (5) business days in advance and

presenting the agenda of matters to be discussed.



Paragraph 1 - In urgent matter, the Board of Directors’ meeting may be

called by its Chairman not observing the term mentioned above, provided that all

other Board members are unequivocally aware thereof. Calls may occur by letter

acknowledging receipt, fax or any other means, whether or not electronic, allowing

acknowledgement of receipt.

Paragraph 2 - Regardless of formalities provided for in this article, the

meeting to which all Board members attend shall be deemed as regular.

Article 15 - The Board of Directors’ meetings shall be instated in first call with the

attendance of the majority of its members, and in a second call, by at least, three (3)

members.

Paragraph 1 - The Board of Directors’ meetings shall be chaired by the

Chairman of the Board of Directors and whom appointed by the Chairman to be his

secretary. In the event of temporary absence of the Board of Directors’ Chairman, such

meetings shall be chaired by the Vice Chairman of the Board of Directors, or in his

absence by board member appointed by majority vote of other members of the Board

of Directors, the chairman of the meeting being responsible for appointing the

secretary.

Paragraph 2 – In the event of temporary absence of any member of the

Board of Directors, the respective member of the Board of Directors may, based on the

agenda of matters to be discussed to vote in writing, by means of letter or facsimile

forwarded to the Chairman of the Board of Directors, on the date of meeting, or also

by digitally certified e-mail.

Paragraph 3 - In the event of vacancy in the office of any member of the

Board of Directors, his/her deputy shall be appointed by Extraordinary General

Meeting to conclude the respective term of office. For the purposes of this paragraph,

the vacancy occurs with the withdrawal, decease, resignation, proved impediment or

disability.

Paragraph 4 - The Board of Directors’ resolutions shall be taken by

affirmative vote of the majority of attending members, or those who voted as provided

for by Article 15, paragraph 2 hereof. In case of tie vote in resolutions, the casting vote

shall reside with the Chairman of the Board of Directors or as the case may be to the

member of the Board of Directors replacing him.



Article 16 - The Board of Directors’ members many not be absent from the

performance of their duties for more than thirty (30) consecutive days under the

penalty of losing their term of office, except for of leave granted by the Board of

Directors.

Article 17 - The Board of Directors’ Meetings shall be held preferably at the

Company’s headquarters. Meetings held by means of conference calls or

videoconferences shall be accepted, as well as their recording and transcription. Such

participation shall be deemed as personal attendance in said meeting. In this case, the

members of the Board of Directors who remotely participated in the Board meeting

may vote on the date of the meeting by means of letter, facsimile or digitally certified

e-mail.

Paragraph 1 - The minutes shall be drawn up at the end of the meeting

and signed by all the board members personally attending the meeting, and

subsequently transcribed in the Minutes Book of the Company’s Board of Directors.

The votes of board members who remotely participated in the Board Meeting or who

have voted pursuant to Article 15, Paragraph 2 hereof, shall be equally mentioned in

the Minutes Book of the Board of Directors. A copy of the letter, facsimile or e-mail, as

the case may be, containing the board member’s vote, shall be attached to the

Minutes Book immediately after the minutes transcription.

Paragraph 2 - The minutes of the Company’s Board of Directors’

Meetings along with the resolutions destined to produce effects before third parties

shall be published and filed at the commercial entities public registry.

Paragraph 3 - The Board of Directors may invite to its meetings other

participants, with a view to following the resolutions and/or rendering clarifications of

any nature. However, such participants shall not be entitled to voting rights.

Article 18 - The Board of Directors is mainly responsible for the general guidance

on the Company’s businesses, as well as to control and monitor its performance,

especially complying with:

a) To resolve on the execution, amendment, termination or waiver of any

agreement or commitment entered into between (i) the Company on

the one side, and (ii) on the other side, the Company’s chief executive

officer or chief financial officer (while Related Parties), and/or any of

their Binding Parties;

b) To resolve on the execution, amendment, termination or waiver of any

agreement or commitment entered into between (i) the Company, and

(ii) any of the Related Parties, and/or any of their Binding Parties;



c) to determine the Company’s business guidelines, approve and review

the annual business plans, annual budgets and investments plans of the

Company, as well as monitor their execution;

d) elect and dismiss the Board of Executive Officers and determine the

executive officers duties, in accordance with the provisions applicable

hereto;

e) to call the General Meeting in cases provided for by law or when it

deems convenient;

f) to supervise the Board of Executive Officers’ management, examining at

any time the Company’s books and documents, requesting information

about the agreements entered into or to be entered into by the

Company and practicing any other acts necessary to perform their

duties;

g) to express its opinion about the management report and accounts, as

well as the financial statements of the year, which shall be submitted to

the Annual General Meeting;

h) to authorize the disposal or the creation of in rem guarantee over the

Company’s permanent assets in amount exceeding half per cent (0.5%)

of gross revenue of the last year ended, except when set forth in annual

business plan or annual budget, by means of a single operation or a

series of operations, during a 12-month period;

i) to approve the acquisition of any real property whose amount exceeds

ten million reais (R$10,000,000.00);

j) approval of any investment or expenses not provided for in approved

business plans, annual budgets and investment plans, of amounts equal

or in excess of 5% of the gross operating revenue of the last year ended;

k) to resolve by proposal of the Board of Executive Officer and except for in

cases of exclusive responsibility of the Board of Executive Officers, on

the Company’s tendering of secured guarantee, sureties and aval

guarantee, endorsements or any other guarantee on behalf of third

parties;



l) to resolve by proposal of the Board of Executive Officers on the

Company’s execution of loan and financing agreements, and other

agreements resulting in Company’s liabilities of amount equal or higher

than 25% of gross operating revenue of the last year ended;

m) to select and dismiss independent registered public accountants;

n) to resolve on the issues submitted by the Board of Executive Officers;

o) to propose to the General Meeting’s resolution on the destination to be

given to the remaining balance of profits of each year;

p) to submit to the General Meeting proposals of capital increase above

the limit of authorized capital, or with payment in assets, as well as

amendment to Bylaws;

q) to resolve on the issue, placement, price and payment conditions of

shares, debentures convertible into common shares and subscription

bonus, under the limits of authorized capital, including the granting of

stock option pursuant to these Bylaws;

r) to resolve on the acquisition of shares issued by the Company for the

effects of cancellation or holding in treasury, as well as on their resale

or new placement on the market, observing the rules issued by CVM

and other applicable legal provisions;

s) to approve the engagement of depositary institution rendering book-

entry share services;

t) to resolve on the issue of debt securities in the international market and

of simple debentures, not convertible into shares and unsecured

guarantee for public or private offering, as well as provide for the issue

terms and conditions;

u) to resolve on the issue of commercial papers for public offering in Brazil

or abroad, as well as provide for the issue terms and conditions;



v) to propose to the General Meeting the declaration of interim dividends,

as well as interest on own capital, pursuant to the Brazilian Corporation

Law and other applicable laws;

w) to provide for the order of its works and set forth the rules for its

operation, in accordance with the provisions hereof;

x) to define a three-name list of companies specialized in companies

economic appraisal to prepare the appraisal report, in the cases

provided for in article 41, paragraphs 2 and 10, article 42 and article 43

hereof; and

y) to distribute among the Board members and executive officers,

individually, the portion of management’s annual global compensation

set forth by the General Meeting; and

z) to express its opinion in favor of or against any public tender offer for

the acquisition of the Company’s shares, through a report disclosed up

to fifteen (15) days from the publication of the notice of the public

tender offer, which shall address at least, (i) the appropriateness and

timeliness of the offer regarding the interest of all shareholders and the

liquidity of securities owned by them; (ii) the impacts of the offer on the

Company’s interests; (iii) the strategic plans disclosed by the offering

party regarding the Company; (iv) any other topics that the Board of

Directors deem relevant, as well as information required by the

applicable rules issued by CVM.

Paragraph 1 – Solely for the purposes of this Clause: “Related Party” means any Affiliate of the party under consideration and his/her respective managers, officers, employees, representatives, shareholders, partners, as well as his/her Relatives, successors and assignees and all persons thus defined in CVM Resolution no. 642/2010

and applicable pronouncements of the Brazilian Accounting Pronouncement Committee and the Brazilian Corporation Law. “Affiliate” means any individual or legal entity which, directly or indirectly, by means of one or more agents, Controls, is Parent Company, or under the joint control with the person under consideration.



“Binding Party” means, in relation to any Related Party, any individual or

legal entity who is: (a) spouse, parents, grandparents, descendants, brothers/sisters-in law, siblings or siblings’ descendants of referred Related Party (“Relatives”); (b) of any Affiliate of referred Related Party or any Relative of the Related Party; and (c) any Related Party which may be considered an Affiliate of this Related Party if the interest of the Relative of this Related Party may be regarded as of Related Party’s interest.

Article 19 - It shall be incumbent upon the Chairman of Vice Chairman of the Board

of Directors to represent the Board of Directors in the General Meetings.

Article 20 - The Board of Directors for its assistance may create technical and

advisory committees, with defined objectives and duties and composed or not of

members of the Company’s management bodies.

Sole Paragraph – It shall be incumbent upon the Board of Directors to

set forth the rules applicable to the committees, including those related to

composition, duration of tenure, compensation and operation.

Section III - Board of Executive Officers

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 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 and Investor Relations Officer, one Chief Administrative

Officer, one Chief Supply and Logistics Officer, one Chief Commercial Officer, one

Controller, and one Technical Officer.

Article 22 - The Board of Executive Officers shall have two-(2) year unified term of

office, may be reelected and it shall end on the date the second Annual General

Meeting is held subsequent to their election. The Executive Officers shall remain in the

performance of their positions until the election and investiture of their successors.

Article 23 - The Board of Executive Officers shall meet whenever the corporate

businesses so require, being called by the Chief Executive Officer, at least, twenty-four

(24) hours in advance, or by any of other Executive Officers, in this case, at least, forty-

eight (48) hours in advance and the meeting only shall be instated with the attendance

of the majority of its members.

Paragraph 1 - In case of temporary absence of any Executive Officer, he

may, based on the agenda of matters to be discussed to vote in writing, by means of



letter or facsimile forwarded to the Chief Executive Officer or also via digitally certified

e-mail, with receipt acknowledged by the Chief Executive Officer.

Paragraph 2 - Should occur any vacancy in the Board of Executive

Officers, it shall be incumbent upon the Board of Executive Officers as a joint

committee to appoint among its members, a deputy who shall cumulate on a

provisional basis, the duties of the replaced member, enduring the interim

replacement until position is definitively filled to be decided by the first meeting of the

Board of Directors to be held, which shall occur within no later than thirty (30) days

after such vacancy, the deputy then elected acting until the expiration of the Board of

Executive Officers’ term of office.

Paragraph 3 - The Executive Officers may not be absent from the

performance of their duties over thirty (30) consecutive days, under the penalty of

losing their term of office, except for leave granted by the Board of Executive Officers.

Paragraph 4 - The Board of Executive Officers’ meetings may be held by

means of conference call, videoconference or other means of communication. Said

participation shall be deemed as personal attendance at said meeting. In this case, the

members of the Board of Executive Officers participating remotely in the Board of

Executive Officers’ meeting shall vote by means of letter, facsimile or digitally certified

e-mail.

Paragraph 5 - The minutes shall be drawn up at the end of the meeting,

which shall be signed by all Executive Officers personally attending the meeting, and

subsequently transcribed in the Minutes Book of the Company’s Board of Executive

Officers. The votes of Executive Officers participating remotely in the Board of

Executive Officers’ meeting or voting pursuant to paragraph 1 of this Article shall be

equally mentioned in the Minutes Book of the Board of Executive Officers, and a copy

of the letter, facsimile or e-mail, as the case may be, containing the Executive Officer’s

vote shall be attached to the Book immediately after the minutes transcription.

Article 24 - The resolutions of the Board of Executive Officers’ meetings shall be

taken by majority vote of those attending each meeting, or those voting pursuant to

article 23, paragraph 1 hereof, and in case of tie vote, the casting vote shall reside with

the Chief Executive Officer.

Article 25 - It shall be the responsibility of the Board of Executive Officers to

manage the business in general and to such end to take all acts necessary or deemed

as convenient, except for those the responsibility of which rests with on the General

Meeting or the Board of Directors by force of law or these Bylaws. The Executive

Officers in the exercise of their duties may carry out all the operations and practice all

the usual management acts necessary to conduct the objectives of their position, in



compliance with the provisions hereof as to the form of representation and their

competence for the practice of certain acts, as well as the business general guidance

set forth by the Board of Directors, including to resolve on the application of funds,

compromise, waive, assign rights, acknowledge indebtedness, settle agreements,

make commitments, contract obligations, enter into agreements, acquire, dispose and

encumber property and assets, to post guarantee, aval guarantee and sureties, issue,

endorse, pledge, discount, withdraw and vouch for bonds in general, as well as to

open, transact and close accounts at credit establishments, pursuant to the legal

restrictions and those set forth hereby.

Paragraph 1 - It shall be incumbent upon the Board of Executive

Officers:

a) to comply with and cause the compliance with these Bylaws and

resolutions of the Board of Directors and of the General Meeting;

b) to represent the Company, in compliance with duties and powers set

forth herein and by the General Meeting;

c) to resolve on the opening, closing and alteration in addresses of

branches, agencies, offices or representations of the Company in any

part of the country or abroad;

d) yearly submit to the examination of the Board of Directors, the

Management Report and the Board of Executive Officers’ accounts,

accompanied by the report of independent registered public

accountants, as well as the proposal of allocation of profits verified in

the previous year;

e) to prepare and propose to the Board of Directors the Company’s

business, operational and investment plans;

f) to approve the creation and the extinguishment of subsidiary and

controlled companies, as well as the Company’s interest in the capital of

other companies, in the country or abroad;

g) to prepare the Company’s organization plan and issue the

corresponding rules;



h) to decide on any issue which is not the private responsibility of the

General Meeting or the Board of Directors, as well as on disagreements

among its members;

i) to authorize the disposal or the creation of in rem guarantee over the

Company’s permanent assets in amount equal or lower than half per

cent (0.5%) of gross revenue of the last year ended, except when set

forth in annual business plan or annual budget, by means of a single

operation or a series of operations, during a 12-month period; and

j) approval of any investment or expenses not provided for in approved

business plans, annual budgets and investment plans, of amounts lower

than 5% of the gross operating revenue of the last year ended.

Paragraph 2 - It shall be the responsibility of the Chief Executive Officer,

besides coordinating the Executive Officers’ acts and directing the execution of

activities related to the Company’s general planning: (i) plan, coordinate, organize,

oversee and direct the Company’s activities; (ii) implement the guidelines and the

compliance with the resolutions taken at General Meetings and at Board of Directors’

and Board of Executive Officers’ meetings; (iii) call for and chair the Board of Executive

Officers’ meetings; (ii) outline the business, legal, political, corporate and institutional

guidelines in development of the Company’s activities; (v) supervise in general the

incumbencies and duties of the Board of Executive Officers; (vi) exercise other

activities assigned to him by the Board of Directors.

Paragraph 3 - Among any other duties that come to be established, the

Chief Financial and Investor Relations 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; (iv) 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, and (v) monitoring the internal audit activities.

Paragraph 4 - It shall be the responsibility of the Administrative Officer

among other duties to be assigned to him/her: (i) plan, coordinate, organize, oversee

and direct the human resources policies applied at the Company; (ii) manage the



Company’s information systems and plan and oversee the investments made in

information technology.

Paragraph 5 - It is incumbent on the Supply and Logistics Officer, among

other duties that may be attributed to him/her: (i) to plan, coordinate, organize,

supervise and manage the activities related to supply operations and the logistics of

storage of the Company’s raw materials; (ii) to represent the Company before national

and international suppliers.

Paragraph 6 - It is incumbent on the Commercial Officer, among other

duties that may be attributed to him/her: (i) to plan, coordinate, organize, supervise

and manage the activities related to commercial operations and the logistics of

distribution of the Company’s products; (ii) to represent the Company before its clients

and business representatives.


Chief Comptroller Officer is responsible for: (i) coordinating and directing the

controller and accounting activities; (ii) 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; (iii) coordinating and

monitoring the compliance with tax laws.


Technical Officer is responsible for: (i) coordinating, planning, organizing, supervising

and managing the activities related to the technical and agribusiness area, including

the marketing and quality control of the Company’s products; (ii) monitoring the

agribusiness-related market information.

Article 26 - The Company shall be deemed as bound in any action when represented:

a) by two (2) Executive Officers, indistinctly, or by one (1) Executive Officer

jointly with one (1) attorney-in-fact duly empowered pursuant to sole

paragraph of this article; and

b) by two (2) attorneys-in-fact jointly with special powers, duly

empowered.

Sole Paragraph – The powers of attorney shall be granted on the

Company’s behalf with the signature of two Executive Officers, jointly, and shall specify



the powers granted and except for the powers of attorneys for legal purposes, shall be

valid for at most one (1) year.

CHAPTER IV

GENERAL MEETINGS

Article 27 - The General Meeting shall be held, ordinarily, within the four (4) months

subsequent to the end of each fiscal year and, extraordinarily, whenever the corporate

interests so determines, and the relevant law and governing provisions hereof shall be

observed in its call, instatement and resolution.

Sole Paragraph - General Meetings shall be called at least fifteen (15)

consecutive days in advance, and presided over by the Chairman of the Board of

Directors, or, in his absence, by his deputy. A shareholder appointed by the Chairman

of the Meeting among those attending shall be the secretary.

Article 28 - To bring an issue before the General Meeting, the shareholder shall

submit on the date of respective meeting: (i) a document issued by the trustee of the

book-entry shares evidencing his/her ownership, or custody of the shares, pursuant to

Article 126 of the Brazilian Corporation Law and/or related to shareholders

participating in the fungible custody of registered shares, the statement containing the

respective shareholding, issued by the appropriate agency dated up to two (2)

business days prior to the holding of General Meeting; and (ii) a power of attorney,

duly authorized as provided for by law and these Bylaws, for any shareholder’s legal

representative. The shareholder or his/her legal representative shall attend the

General Meeting with documents proving his/her identification.

Sole Paragraph - At the General Meeting, a shareholder may be

represented by an attorney-in-fact empowered for less than one (1) year, whether as a

shareholder, a Company’s administrator, an attorney, a financial institution or an

assets manager representing a group of institutional investors.

Article 29 - Resolutions of the General Meeting, except the special assumptions

provided for by law and these Bylaws, shall be passed by absolute majority of votes,

not counting absentee votes.

Sole Paragraph – The minutes of the Meetings shall be drawn up in the

summary format of facts occurred, including dissidences and protests, containing the

transcription of resolutions taken, observing the provision in paragraph 1 of article 130

of the Brazilian Corporation Law.



CHAPTER V

FISCAL COUNCIL

Article 30 - The Company’s Fiscal Council shall operate on a non-permanent basis,

and when instated, shall be composed of three (3) sitting members and equal number

of deputies, whether or not shareholders, elected and removed from office at any time

by the General Meeting. The Company’s Fiscal Council shall be composed of, instated

and remunerated according to the laws in force.

Paragraph 1 - The investiture of the Fiscal Council’s members shall occur

by means of signature of respective instrument in the Company’s records, subject to

the signature of the Statement of Consent on the part of the Fiscal Council’s members

referred to in the New Market Listing Rules, as well as to compliance with the

applicable legal requirements.

Paragraph 2 - The Fiscal Council’s members shall also immediately after

the investiture in office to notify BM&FBOVESPA about the quantity and the

characteristics of securities issued by the Company to which they are direct or indirect

titleholders, including derivatives.

Paragraph 3 - The Fiscal Council’s members shall be replaced in their

absences and impediments by respective deputy.

Paragraph 4 - Should occur any vacancy in the position as member of

the Fiscal Council, the respective deputy shall occupy his position. Without any deputy,

the General Meeting shall be called to conduct the election of member to the vacant

position.

Paragraph 5 - For the position as member of the Company’s Fiscal

Council may not be elected that one maintaining relationship with a company which

may be deemed as competitor of the Company, being forbidden, amongst others, the

election of person who: (a) is employee, shareholder or member of management,

technical or fiscal body of competitor or Controlling Shareholder or Subsidiary of

competitor (as defined in article 38); (b) is spouse or up to second-degree relative of

member of management, technical or fiscal body of Competitor or Controlling

Shareholder or Subsidiary of competitor.

Paragraph 6 - Should any shareholder intend to appoint one or more

representatives to compose the Fiscal Council, who were not members of the Fiscal

Council in the period subsequent to the last Annual General Meeting, said shareholder

shall notify the Company in writing, ten (10) business days in advance in relation to the

date of the General Meeting to elect the board members, informing the name,

qualification and curriculum vitae of candidates.



Article 31 - When instated, the Fiscal Council shall hold a meeting, pursuant to law,

whenever necessary and shall analyze, at least quarterly, the financial statements.

Paragraph 1 - Regardless of any formality, the meeting attended by all

the Fiscal Council’s members shall be deemed as regularly called.

Paragraph 2 - The Fiscal Council expresses by absolute majority vote,

with the attendance of the majority of its members.

Paragraph 3 - All the Fiscal Council’s resolutions shall be included in the

minutes drawn up in respective Minutes Book and Reports of Fiscal Council and signed

by the attending board members.

CHAPTER VI

FISCAL YEAR, FINANCIAL STATEMENTS AND PROFIT ALLOCATION

Article 32 - The fiscal year shall commence on January 1 and shall end on December

31 of each year, when the balance sheet and other financial statements shall be drawn

up.

Paragraph 1 - By resolution of the Board of Directors, the Company may

(i) draw up semi-annually, quarterly balance sheets or shorter periods and declare

dividends or interest on own capital of profits verified in said balance sheets; or (ii)

declare interim dividends or interest on own capital to the accrued profits account or

profit reserves existing in the last annual or semi-annual balance sheet.

Paragraph 2 - The interim dividends distributed and interest on own

capital may be attributed to the mandatory dividend provided for in article 33 below.

Paragraph 3 – The Company and Managers shall, at least, once a year,

hold public meeting with analysts and any other interested parties in order to disclose

information as to the Company’s economic-financial condition, projects and outlook.

Article 33 - The accrued losses, if any, shall be deducted from the income for the

year, before any interest, as well as the provision for income tax and social

contribution on income.

Paragraph 1 - The General Meeting from the remaining balance may

attribute to the Managers profit sharing corresponding up to one tenth of income for

the year. The attribution of mandatory dividend provided for in paragraph 3 of this

article is condition for the payment of said profit sharing.



Paragraph 2 - Whenever interim balance sheet is drawn up and based

thereon interim dividends are paid in amount, at least, equal to twenty-five per cent

(25%) of net income for the year, adjusted pursuant to paragraph 3 of this article, the

Board of Directors may resolve, subject to the approval of the General Meeting, on the

payment of an interim profit sharing to Managers.

Paragraph 3 - The net income for the year shall have the following

allocation:

a) Five per cent (5%) shall be applied prior to any other allocation when

setting up legal reserve, which shall not exceed twenty per cent (20%)

of the capital stock. In the year in which the balance of legal reserve

accrued of capital reserves amount, referred to by paragraph 1 of article

182 of the Brazilian Corporation Law, exceeds thirty per cent (30%) of

the capital stock, the allocation of part of net income for the year for

legal reserve shall not be mandatory;

b) a portion by proposal of the management bodies may be earmarked to

set up a reserve for contingencies and reversal of same reserves created

in previous years, pursuant to article 195 of the Brazilian Corporation

Law;

c) a portion shall be earmarked to the payment of annual minimum

mandatory dividend to shareholders, observing the provision in

paragraph 4 of this article;

d) in the year in which the amount of mandatory dividend, calculated

pursuant to paragraph 4 of this article, exceeds the realized portion of

the income for the year, the General Meeting may by proposal of the

management bodies to earmark the surplus to realizable profit reserve,

observing the provision in article 197 of the Brazilian Corporation Law;

e) a portion by proposal of the management bodies may be retained based

on previously approved capital budget, pursuant to article 196 of the

Brazilian Corporation Law;

f) the Company shall maintain a statutory profit reserve named as

“Investments Reserve”, which will aim to finance the expansion of the

Company’s activities and/or its subsidiaries and associated companies,

including by means of subscription of capital increases or the creation of



new ventures, and said reserve shall not exceed eighty percent (80%) of

the Company’s subscribed capital, and funds not lower than five

percent (5%) and not higher than seventy-five percent (75%) of the net

income remaining after legal and statutory deductions shall be

attributed thereto; and

g) The balance of income not allocated as per the provisions above will be

distributed as dividends, pursuant to Article 202, paragraph 6, of Law

6,404/1976.

Paragraph 4 - The shareholders are entitled to receive an annual

mandatory dividend not lower than twenty-five per cent (25%) of the net income for

the year, decreased or increased from the following amounts: (i) amount earmarked to

the legal reserve; (ii) amount earmarked to reserve for contingencies and reversal of

same reserves recorded in previous years; and (iii) amount derived from reversal of the

realizable profit reserve recorded in previous years, pursuant to article 202, paragraph

II of the Brazilian Corporation Law.

Paragraph 5 - The payment of mandatory dividend may be limited to the

amount of realized net income, pursuant to law.

Article 34 - By proposal of the Board of Executive Officers approved by the Board of

Directors, subject to the approval of the General Meeting, the Company may pay or

credit interest to shareholders, on account of remuneration of own capital of the

latter, observing the applicable laws. Eventual amounts thus disbursed may be

attributed to the mandatory dividend amount provided for herein.

Paragraph 1 - In the event of credit of interest to shareholders during

the fiscal year and attribution thereof to the mandatory dividend amount, the

shareholders shall be ensured the payment of eventual remaining balance. In the

assumption of dividends amount is lower than what was credited thereto, the

Company may not charge the excess balance from shareholders.

Paragraph 2 - The effective payment of interest on own capital, and

credit having occurred during the fiscal year, will be made by resolution of the Board of

Directors, in the course of the fiscal year or in the following year.

Article 35 - The Company may prepare semi-annual balance sheets or for shorter

periods and declare by resolution of the Board of Directors:



(a) the payment of dividend or interest on own capital to the account of

profit verified in the semi-annual balance sheet, attributed to the

mandatory dividend amount, if any;

(b) the distribution of dividends in periods lower than six (6) months, or

interest on own capital, attributed to the mandatory dividend amount,

if any, as long as the total of dividend paid in each half-year period of

the fiscal year does not exceed the amount of capital reserves; and

(c) the payment of interim dividend or interest on own capital to the

accrued profits account or profit reserve existing in the last annual or

semi-annual balance sheet, attributed to the mandatory dividend

amount, if any.

Article 36 - The General Meeting may resolve on the capitalization of profit or

capital reserves, including those created in interim balance sheets, observing the

applicable laws.

Article 37 - The dividends neither received nor claimed within a three-(3) year

period after the date when these were made available to the shareholders shall revert

in favor of the Company.

CHAPTER VII

SALE OF SHARE CONTROL, DEREGISTERING AS PUBLICLY-HELD COMPANY

AND DELISTING FROM NEW MARKET

Article 38 - The direct or indirect sale of the Company’s control, both by means of a

single operation and of successive operations, shall be contracted under a suspensive

or resolutory condition, by which the Acquirer undertakes to conduct a public tender

offer for other shares of other shareholders, in accordance with the terms and

conditions provided for by laws in force and in the New Market Listing Rules, so as to

ensure them treatment equal to that given to the Selling Controlling Shareholder.

Paragraph 1 – For the purposes of these Bylaws, the expressions below

shall have the following meaning:

“Controlling Shareholder” means the shareholder or group of

shareholders exercising the Company’s Power of Control.

“Selling Controlling Shareholder” means the Controlling Shareholder

when he promotes the Sale of Company’s Control.



“Shareholders’ Agreement” means all and any instrument entered into

by shareholders or Group of Shareholders, pursuant to Article 118 of

Law 6,404/1976, which envisages the matters included in the above-

mentioned article and the rules governing the relationship between its

signatories and the company.

“Acquirer” means the one to whom the Selling Controlling Shareholder

transfers the Control Shares in a Sale of the Company’s Control.

“Control Shares” mean the block of shares which ensures, directly or

indirectly to its (their) titleholders, the individual exercise and/or shared

exercise of the Company’s Control Power.

“Outstanding Shares” means all the shares issued by the Company,

except for the shares held by the Controlling Shareholder, by persons

bound thereby, by the Company’s managers and those held in treasury.

“Sale of the Company’s Control” means the remunerated transfer to

third party of Control Shares.

“Power of Control” “Control” - (as well as its related terms, “Parent

Company”, “Subsidiary”, “under common Control” or “Control”) means

the power actually employed to direct the corporate activities and guide

the operation of the Company’s bodies, directly or indirectly, either in

fact or in law, regardless of the interest held. There is a relative

presumption of control ownership in relation to the person or Group of

Shareholders holding shares ensuring said person or group of persons

an absolute majority of votes of shareholders attending the last three

General Meetings of the Company, even though they are not

shareholders ensuring them an absolute majority of the voting capital.

“Group of Shareholders” - means the group of two or more

shareholders (a) bound by contracts or agreements to vote of any

nature, whether directly or by means of Subsidiaries, Parent Companies

or under common Control; or (b) among which there is a Control

relationship, directly or indirectly; or (c) under common Control; or (d)

representing a common interest. The examples of shareholders

representing a common interest include, but are not limited to, (i) a

shareholder owning, directly or indirectly, an equity interest equal to or

higher than twenty per cent (20%) of the capital stock of another

shareholder; and (ii) two shareholders having a third investor in

common holding, directly or indirectly, an equity interest equal to or

higher than twenty per cent (20%) of the capital stock of the two



shareholders. Any joint-ventures, investment clubs or funds,

foundations, associations, trusts, collective investment entities,

cooperatives, securities portfolios, universality of rights, or any other

types of organization or venture, incorporated in Brazil or abroad, shall

be deemed as part of a same Group of Shareholders whenever two or

more among such entities (x) are run or managed by the same legal

entity or by parties related to the same legal entity; or (y) have in

common the majority of their administrators.

“Economic Value” means the value of the Company and of its shares to

be determined by a specialized company, by means of the use of an

acknowledged methodology, or based on another criterion to be

defined by CVM.

Paragraph 2 – The Selling Controlling Shareholder(s) or the selling party

may neither transfer the ownership of their shares, nor the Company may register any

transfer of shares to the buyer of control power, while the latter does not sign the

Statement of Consent of Controlling Shareholders referred by the New Market Rules.

Paragraph 3 – The Company shall not register any transfer of shares to

shareholder(s) to hold the Control Power, while this(these) shareholder(s) do(es) not

sign the Statement of Consent referred by the New Market Rules.

Paragraph 4 – No shareholders’ agreement providing for the exercise of

Control Power may be registered at the Company’s headquarters without their

signatories having signed the Statement of Consent referred to in paragraph 2 of this

article.

Article 39 - The public tender offer provided for in article 38 shall also be effected:

(i) cases in which occurs onerous assignment of share subscription rights

and other titles or rights related to securities convertible into shares, to

result in the Sale of the Company’s Control; and

(ii) in case of sale of control of a corporation holding the Control Power of

the Company, and in this case, the Selling Controlling Shareholder shall

be required to declare to BM&FBOVESPA the amount attributed to the

Company in such sale and attach documentation evidencing it.

Article 40 - The one who acquires the Company’s Control Power by means of

private instrument for the purchase of shares entered into with the Controlling

Shareholder(s), involving any quantity of shares, shall undertake to:



(i) conduct the public tender offer referred to in Article 38 hereof;

(ii) pay, under the terms set forth below, the amount corresponding to the

difference between the price of the public offer and the amount paid

per share acquired on the Stock Exchange within six (6) months prior to

the date of acquisition of the Control Power, duly restated by the Selic

rate up to the date of payment. Said amount shall be distributed among

all those who sold shares of the Company in the sessions in which the

Acquirer made the acquisitions, proportionally to the daily net sale

balance of each, and BM&FBOVESPA will be responsible for carrying out

the distribution according to its regulations.

(iii) take appropriate measures to recover the minimum percentage of

twenty-five per cent (25%) of the Company’s total outstanding shares,

within the six (6) months subsequent to the acquisition of Control.

Article 41 – Any shareholder, carrying out offering or any business involving shares

issued by the Company, which may result in acquisition or ownership of shares issued

by the Company in quantity equal or higher than twenty per cent (20%) of total shares

issued by the Company, without may result in effective Company’s Control shall no

later than sixty (60) days as from the date of acquisition or event resulting in the

ownership of shares in quantity equal to or higher than twenty per cent (20%) of total

shares issued by the Company, conduct a public tender offer of all shares issued by the

Company, pursuant to the provisions in the CVM’s applicable regulation, including

whether or not it is necessary to register such public offering, BM&FBOVESPA’s

regulations and the conditions of this Article and the Acquiring Shareholder shall

undertake to answer possible requests or requirements from CVM based on the

applicable laws related to the public tender offer, within maximum limits specified in

the applicable regulations.

Paragraph 1 - The public tender offer shall be (i) indistinctly addressed

to all Company’s shareholders; (ii) it shall occur in auction to be held at

BM&FBOVESPA; (iii) recorded by the price determined according to the provisions in

paragraph 2 or paragraph 3 of this article, where applicable; and (iv) for cash

consideration in domestic currency against the acquisition in the public tender offer of

shares issued by the Company.

Paragraph 2 - If, on the acquisition date or event resulting in the

ownership of twenty per cent (20%) of total shares issued by the Company, as

provided for in caput of this present article, the Acquiring Shareholder who owns



already at least thirteen per cent (13%) of total shares issued by the company for, at

least, ninety (90) days, the acquisition price in the public tender offer for the

acquisition of each additional share issued by the Company may not be less than the

highest amount between (i) the Economic Value determined in appraisal report; (ii)

one hundred and thirty per cent (130%) of higher share issue price in any capital

increase carried out by means of public offering occurred within a twelve (12)-month

period preceding the date on which the public tender offer becomes mandatory

pursuant to this article, duly restated by IGPM (General Market Price Index)/FGV

(Fundação Getulio Vargas) until payment; and (iii) one hundred and thirty per cent

(130%) of average unit quotation of shares issued by the Company during a ninety

(90)-day period prior to the public tender offer.

Paragraph 3 - If, on the acquisition date or event resulting in the

ownership of twenty per cent (20%) of total shares issued by the company, as provided

for in caput of this present article, the Acquiring Shareholder does not own at least

thirteen per cent (13%) of total shares issued by the company for, at least, ninety (90)

days, the acquisition price in the public tender offer for the acquisition of each share

issued by the Company may not be less than the highest amount between (i) the

Economic Value determined in appraisal report; (ii) one hundred and fifty per cent

(150%) of higher share issue price in any capital increase carried out by means of

public offering occurred within a twelve (12)-month period preceding the date on

which the public tender offer becomes mandatory pursuant to this article, duly

restated by IGPM (General Market Price Index)/FGV (Fundação Getulio Vargas) until

payment; and (iii) one hundred and fifty per cent (150%) of average unit quotation of

shares issued by the Company during a ninety (90)-day period prior to the public

tender offer.

Paragraph 4 – The public tender offer mentioned in the caput of this

present Article shall not exclude the possibility of another Company’s shareholder, or

as the case may be, the Company itself, to formulate a competing public tender offer,

pursuant to the applicable regulation.

Paragraph 5 – Should the Acquiring Shareholder fail to comply with any

of the obligations imposed by this Article, the Company’s Board of Directors shall call

for an Extraordinary General Meeting, where the Acquiring Shareholder may not vote

to resolve on the suspension of exercise of the Acquiring Shareholder’s rights, who

failed to comply with any obligation imposed by this Article, pursuant to Article 120 of

the Brazilian Corporation Law, specifically and only in relation to the shares acquired in

non-compliance with obligations imposed in this article, without prejudice to the

Acquiring Shareholder’s liability for losses and damages caused to other shareholders

as a result of the failure to comply with obligations imposed by this Article.



Paragraph 6 – The Acquiring Shareholder purchasing or becoming

holder of other rights related to the shares issued by the Company, including but not

limited, to right of enjoyment or trust, in quantity equal to or higher than twenty per

cent (20%) of total shares issued by the Company shall equally undertake to conduct

the public tender offer, whether or not registered at CVM, pursuant to applicable

regulation, according to this Article, within no longer than sixty (60) days.

Paragraph 7 – The provisions of this Article shall not apply in the event

a person becomes holder of shares issued by the Company in quantity higher than

twenty per cent (20%) of total shares issued thereby as a result of (i) legal succession

or legacy reserved by law to the heirs; (ii) the merger of another corporation with and

into the Company; (iii) the merger of shares of another corporation with and into the

Company; or (iv) the subscription of the Company’s shares carried out in a single

primary issue, which has been approved by the Shareholders’ General Meeting of the

Company.

Paragraph 8 – The provisions of this Article shall not apply to Acquiring

Shareholders who on the date of closing of first public tender offer of the Company’s

shares hold quantity higher than twenty per cent (20%) of total shares issued by the

Company and to acquire new Company’s shares, whether or not in the exercise of

preemptive right, provided that, after such new acquisitions, this Acquiring

Shareholder not to hold interest in the total capital of the Company higher than

interest held thereby on the date of closing of first public tender offer of the

Company’s shares.

Paragraph 9 – Involuntary additions resulting from the cancellation of

shares held in treasury or reductions of the Company’s capital stock resulting from the

cancellation of shares shall not be counted for the purposes of calculation of the

twenty per cent (20%) percentage of total shares.

Paragraph 10 – Should the CVM’s regulation applicable to the public

tender offer provided for in this article determine the adoption of a calculation

criterion to set forth the acquisition price of each Company’s share in the public tender

offer resulting in acquisition price higher than that determined pursuant to paragraph

2 and/or paragraph 3 of this Article, where applicable, that acquisition price calculated

in accordance with CVM’s regulation shall prevail in the execution of the public tender

offer provided for in this article.

Paragraph 11 – Any amendment to these Bylaws restricting the

shareholders’ rights to the execution of the public tender offer provided for in this

article or the exclusion of this article, including, but not limited to the reduction of

percentage referred to by paragraph 2 and/or paragraph 3 of this article, where

applicable, shall oblige the shareholder(s) who has (have) voted favorably to such



amendment or exclusion in resolution of General Meeting to be held, jointly and

concurrently, the public tender offer. The price to be offered shall correspond at least

to the Economic Value verified in appraisal report, referred to in article 44 hereof.

Article 42 – In the public tender offer to be executed by the Controlling Shareholder(s),

or by the Company for the deregistering as a publicly-held company, the minimum

price to be offered shall correspond to the Economic Value verified in the appraisal

report, in accordance with Article 44 hereof, pursuant to the applicable legal and

regulatory requirements.

Article 43 – The Controlling Shareholder(s) of the Company shall conduct the public

tender offer of shares pertaining to other shareholders, should Company’s delisting

from the New Market occur due to: (i) the securities issued thereby are then registered

for trading out of the New Market; or (ii) corporate reorganization operation in which

the Company’s securities resulting from said reorganization are not accepted for

trading at the New Market within one hundred twenty (120) days from the date of the

General Meeting approving said operation. The price to be offered shall correspond, at

least, to the Economic Value verified in appraisal report, referred to by Article 44

hereof, observing the applicable legal rules and regulations.

Sole Paragraph – The announcement of public tender offer mentioned

in this article 43 shall be communicated to BM&FBOVESPA and disclosed to the market

immediately after the Company’s General Meeting approving the delisting or

approving said reorganization.

Article 44 - The appraisal report(s) provided for in these Bylaws shall be prepared by

a specialized company, with proven experience and independence from the decision-

making power of the Company, its managers and Controlling Shareholders, and the

report shall also comply with the requirements of paragraph 1 of article 8 of the

Brazilian Corporation Law and include the liability provided for in paragraph 6 of the

same provision of law.

Paragraph 1 – The General Meeting shall be exclusively

responsible for the selection of the specialized company in charge of determining the

Company’s Economic Value, through the presentation by the Board of Directors of a

three-name list, and respective resolution, not counting the absentee votes, shall be

taken by majority vote of the shareholders representing the Outstanding Shares

attending the General Meeting, which, if instated at a first call, shall rely on the

attendance of shareholders representing, at least, twenty per cent (20%) of the total

Outstanding Shares, and, if instated at a second call, may rely on the attendance of any

number of shareholders representing the Outstanding Shares.



Paragraph 2 – The costs of preparing the appraisal report shall be fully

borne by the offeror.

Article 45 – In case there is no Controlling Shareholder:

(i) whenever the General Meeting approves the deregistering as a publicly-

held company, the public tender offer shall be executed by the

Company itself, and in this case, the Company may only acquire the

shares owned by shareholders who voted in favor of the deregistering

at the General Meeting’s resolution after having acquired shares

pertaining to the other shareholders who have not voted in favor of said

resolution and who have accepted said public offer; and

(ii) whenever the General Meeting approves the delisting from the New

Market so that the Company’s securities will be registered for trading

outside the New Market, or due to corporate reorganization, in which

the company resulting from said reorganization does not have its

securities admitted for trading on the New Market within one hundred

twenty (120) days from the date of the General Meeting approving said

operation, the delisting will be subject to the conducting of a public

tender offer for the acquisition of shares under the same conditions set

forth in the article above.

Paragraph 1 – In the event of the item (ii) above, said General Meeting

shall define the person(s) responsible for conducting the public tender offer for

the acquisition of shares, who, present at the meeting, shall expressly assume

the obligation to conduct the offer.

Paragraph 2 – In case the person(s) responsible for conducting the

public tender offer for the acquisition of shares mentioned in item (ii) is not defined, in

the case of corporate reorganization, in which the company resulting from said

reorganization does not have its securities admitted for trading on the New Market,

the shareholders who voted in favor of the corporate reorganization shall be

responsible for conducting said offer.

Article 46 – In case there is no Controlling Shareholder and BM&FBOVESPA

determines that the quotation of securities issued by the Company be released

separately, or that the securities issued by the Company have their trading suspended

at the New Market due to the non-compliance with the obligations included in the

New Market Listing Rules, the Chairman of the Board of Directors shall call for an

Extraordinary General Meeting within no later than two (2) days as from the

aforementioned determination, considering only the days when there is distribution of



newspapers usually employed by the Company, for the replacement of all Board of

Directors’ members.

Paragraph 1 - Said Extraordinary General Meeting may be called by any

shareholder of the Company when the Chairman of the Board of Directors delays for

more than sixty (60) days the calling of the Extraordinary General Meeting mentioned

in the caput of this Article or by shareholders representing at least five percent (5%) of

the capital stock, when the Chairman of the Board of Directors fails to respond, within

eight (8) days, to the request to call the Extraordinary General Meeting mentioned in

the caput of this Article duly submitted, with a description of the matters to be

addressed.

Paragraph 2 - The new Board of Directors elected at the Extraordinary

General Meeting mentioned in the caput and in paragraph 1 of this Article shall

remedy the non-compliance with the obligations included in the New Market Listing

Rules within the briefest period as possible, or within a new period granted by

BM&FBOVESPA for such purpose, whichever is the shorter period.

Article 47 – The Company’s delisting from the New Market due to the non-compliance

with any obligation included in the New Market Listing Rules is subject to the

conducting of a public tender offer for the acquisition of shares at least at the

Economic Value of the shares to be determined by the valuation report mentioned in

the Article 44 hereof, pursuant to the applicable legal and regulatory requirements.

Paragraph 1 – The Controlling Shareholder shall conduct the public

tender offer for the acquisition of shares envisaged in the caput of this Article.

Paragraph 2 – In the absence of a Controlling Shareholder and that the

delisting from the New Market mentioned in the caput results from a resolution of the

General Meeting, the shareholders who voted in favor of the resolution that entailed

the respective breach shall conduct the public tender offer for the acquisition of shares

envisaged in the caput.

Paragraph 3 - In the absence of a Controlling Shareholder and that the

delisting from the New Market mentioned in the caput results from an act or fact of

the Company’s management, the members of the Company’s management shall call a

General Meeting whose agenda will be to resolve on how to remedy the breach of the

obligations set forth in the New Market regulations or, if applicable, resolve on the

Company’s delisting from the New Market.

Paragraph 4 – In case the General Meeting mentioned in the paragraph

3 above resolves in favor of the Company’s delisting from the New Market, said

General Meeting shall define the person(s) responsible for the conducting of a public



tender offer for the acquisition of shares, who, present at the meeting, shall expressly

assume the obligation to conduct the offer.

Article 48 – It is authorized to formulate a single public tender offer aiming more

than one of the purposes provided for in this Chapter VII, in the New Market Listing

Rules or in the regulation issued by CVM, as long as it is possible to conform the

procedures of all types of public tender offer and without prejudice to the offer

recipients, and that an authorization from CVM is obtained when this is required by

the applicable laws.

Sole Paragraph – Notwithstanding the provision in this article and

articles 41 and 49 hereof, the provisions of New Market Rules shall prevail in the

assumptions of damage to the rights of offers recipients mentioned in said articles.

Article 49 – The shareholders responsible for conducting the public tender offer

provided for in this Chapter VII in the New Market Listing Rules or in the regulation

issued by CVM and the Company, in case of cancellation of its registration as a

publicly-held company, may ensure its execution through any shareholder or third

party. The Company or the shareholder, as the case may be, does not hold harmless

itself from the obligation of conducting the public tender offer until it is concluded in

compliance with the applicable rules.

Article 50 – Any Acquiring Shareholder reaching, directly or indirectly, interest in

Outstanding Shares equal to or above ten per cent (10%) of the Company’s capital

stock, and intending to make a new acquisition of Outstanding Shares, shall undertake

to (i) make any new acquisition at BM&FBOVESPA, private or over-the-counter market

trades being forbidden; (ii) prior to each new acquisition, communicate in writing to

the Company’s Investor Relations Officer, through brokerage company to be employed

to acquire the shares, the quantity of Outstanding Shares intended to be acquired, at

least, three (3) business days in advance prior to the date scheduled for the new

acquisition of shares.

Sole Paragraph – Should the Acquiring Shareholder not comply with the

obligations imposed by this Article, the Company’s Board of Directors shall call for an

Extraordinary General Meeting, in which the Acquiring Shareholder may not vote to

resolve on the suspension of exercise of the Acquiring Shareholder’s rights, inherent to

the shares acquired, infringing the obligation imposed by this article, as provided for in

Article 120 of the Brazilian Corporation Law.

CHAPTER VIII

ARBITRATION COURT



Article 51 - The Company, its shareholders, Managers and members of the Fiscal

Council (when instated), undertake to resolve, by means of arbitration, before the

Market Arbitration Panel, any and all dispute or controversy arising among them,

related to or deriving from, especially, the application, validity, effectiveness,

construal, infringement and its effects, of the provisions contained in the Brazilian

Corporation Law, the Company’s Bylaws, the rules issued by the Brazilian Monetary

Council, the Brazilian Central Bank and CVM, as well as the other rules applicable to

the operation of the capital markets in general, besides those included in the New

Market Listing Rules, the Arbitration Rules of the Market Arbitration Panel, the

Regulation of Sanctions, and the New Market Listing Agreement.

Sole Paragraph - Without prejudice to the validity of this arbitration

clause, the request for urgent measures by the Parties, before the constitution of the

Arbitration Court, shall be submitted to the courts, pursuant to item 5.1 of the

Arbitration Rules of the Market Arbitration Panel.

CHAPTER IX

LIQUIDATION

Article 52 - The Company shall be liquidated in cases provided for by law, and the

General Meeting shall be the qualified body to determine the method of liquidation

and appoint the liquidator and the Fiscal Council, as the case may be, which shall

operate during the liquidation period.

CHAPTER X

FINAL AND TRANSITORY PROVISIONS

Article 53 - The Company shall observe the shareholders’ agreements filed at its

headquarters, being expressly forbidden to the members of the presiding board of the

General Meeting or of the Board of Directors to comply with vote of any shareholder,

signatory of shareholders’ agreement duly filed at the Company’s headquarters, voiced

in disagreement with what was settled in said agreement, and also it is expressly

forbidden to the Company accept and transfer shares and/or the encumbrance and/or

assignment of preemptive right to the share subscription and/or of other securities

which do not respect what was provided for and regulated by shareholders’

agreement.

Sole Paragraph – The Company shall arrange and conclude within thirty

(30) days as from the request made by shareholder, the filing of shareholders’

agreement at the Company’s headquarters, as well as the recordal of their obligations

or burden in the Company’s records.



Article 54 - The cases not covered by these Bylaws shall be resolved by the General

Meeting and regulated in accordance with the Brazilian Corporation Law, pursuant to

the New Market Listing Rules.

Article 55 - In compliance with provision in article 45 of the Brazilian Corporation Law,

the reimbursement amount to be paid to dissenting shareholders shall be based on

book value verified in the last balance sheet approved by the General Meeting.

Article 56 - The publications ruled by the Brazilian Corporation Law shall be made in the newspapers Official Gazette of the state of Espírito Santo and Valor Econômico.

exhibit i fertilizantes heringer s.a. cnpj/mf 022.266.175 ... · fertilizantes heringer s.a....

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