MINUTES OF ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

Transcription

1 FERTILIZANTES HERINGER S.A. National Register of Corporate Taxpayers (CNPJ/MF) no / Corporate Registration Number (NIRE) no MINUTES OF ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING 1. Date, Time and Place: on April 24, 2017, at 10 AM, in the Company s principal place of business, in the City of Viana, State of Espírito Santo, at Rua Idalino Carvalho, s/n, Bairro Parque Industrial. 2. Call of Meeting/Notice: Notices of Meeting published pursuant to Article 124 of Law no. 6404, of December 15, 1976, in the newspapers Diário Oficial do Espírito Santo and Valor Econômico National Edition, on March 24, 2017, and April 7 and 17, ATTENDANCE: Shareholders representing the majority of the capital were present, as per signatures in the attendance book. Stefania Ferreira, representative of Ernst & Young Auditores Independentes S/S, and Pedro Gilberto de Souza Gomes and Alfredo Gonçalves Martins, members of the Audit Committee, were also present. 4. Board: The chairman of the meeting was the Chair of the Board of Directors, Dalton Dias Heringer, and the secretary was Laura Maria Brant de Carvalho. 1. Agenda: At Ordinary Shareholders' Meeting: (i) review the management accounts, examine, discuss and vote the financial statements, along with their accompanying notes, the Annual Management Report, and Opinions of Ernst & Young Auditores Independentes S/S and the Audit Committee for the fiscal year ended on December 31, (ii) resolve on allocation of the result of the fiscal year ended on December 31, 2016; (iii) elect the members of the Company s Board of Directors; (iv) re-establish the Audit Committee and elect its members; (v) set the remuneration of the members of the Audit Committee for 2017; (vi) set the remuneration of the Company s managers for 2017; At Extraordinary Shareholders' Meeting: (i) amend article 2 of the Company s Bylaws. 6. Resolutions: The shareholders analyzed, discussed and resolved the following:

2 6.1. At Ordinary Shareholders' Meeting: By majority vote (abstentions and adverse opinions were presented to the board, pursuant to the law): Approve the financial statements, along with their accompanying notes, the Annual Management Report, the report of the independent auditors of Ernst & Young Auditores Independentes S/S, and the opinion of the Audit Committee, about the fiscal year ended on December 31, 2016, published in the newspapers Diário Oficial do Espírito Santo and Valor Econômico on March 3, Approve, without reservation, allocation of the result of the fiscal year ended on December 31, 2016: part of the retained losses, in the amount of R$ 44,156,770.31, will be absorbed by using all the Appropriated Retained Earnings - Tax Incentive (R$ 23,144,053.10) and the remaining balance of Net Profit of the fiscal year (R$ 21,012,717.21), pursuant to the sole paragraph of article 189 of Law no. 6404/76. The remaining balance of the Retained Losses account on December 31, 2016 is R$ 337,803, By majority vote (abstentions and adverse opinions were presented to the board, pursuant to the law): Reelect the following members for the Board of Directors, under the Bylaws and the Law of Corporations: (a) Dalton Dias Heringer, Brazilian, married, agricultural engineer, holder of identity card (RG) no SSP-ES and enrolled in the Individual Taxpayer Register/Finance Ministry (CPF/MF) under no , dalton@heringer.com.br; (b) Dalton Carlos Heringer, Brazilian, married, business administrator, holder of RG no SSP-SP and enrolled in the CPF/MF under no ; dalton@heringer.com.br, both domiciled in the City of Paulínia, State of São Paulo, at Avenida Irene Karcher, n 620 Bairro Betel CEP ; (c) Juliana Heringer Rezende, Brazilian, married, economist and administrator, holder of RG no SSP-SP and enrolled in the CPF/MF under no , domiciled at Rua Samanea, 81 - Cond. Vila Verde Jd. Madalena, City of Campinas, State of São Paulo, CEP ; juherezende@gmail.com; (d) Victor Paulo Silva Miranda, Brazilian, married, holder of RG no SSP-ES and enrolled in the CPF under no /41, domiciled in the city of Vila Velha, State of Espírito Santo, at Rua Henrique Moscoso, nº 734 CEP , vps.miranda@hotmail.com.; (e) Christopher Pringle Reynolds, Australian, business administrator, married, resident and domiciled at 1923 Greenwood Avenue, in the city of Wilmette, State of Illinois, United States of America, CEP 60091, holder of passport no. E , cpreynolds@potashcorp.com; (f) as Independent Member, Silvio Claudio Peixoto de Camargo, Brazilian, divorced, business administrator, resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Joaquim Floriano nº 820 cj. 164 Bairro Itaim Bibi - CEP / Rua Gabrielle Danunzio, 824. Apt Campo Belo, CEP , enrolled in the CPF under no and holder of RG no SSP SP; (g) as Independent Member, Roberto Rodrigues, Brazilian, married, agricultural engineer, holder of RG no (SSP/SP) and enrolled in the CPF/MF under no

3 72, domiciled at Rua Itapeva nº 474 6º andar, Bairro Bela Vista, CEP , in the City of São Paulo, State of São Paulo; (h) as Independent Member, Mailson Ferreira da Nobrega, Brazilian, divorced, economist, holder of RG no (SSP/DF) and enrolled in the CPF/MF under no , domiciled at Rua Estados Unidos nº 498, Jardim Paulista, CEP , in the City of São Paulo, State of São Paulo; (i) Yasmina Triki, Moroccan, married, finance executive, holder of Passport no. UR , domiciled at Rés l Orée du Parc Villa nº 09 Route D azemmour, Casablanca Morocco; triki@ocpgroup.ma, for the position of permanent member of the Company s Board of Directors, and Luiz Claudio Ohara, Brazilian, married, business administrator, holder of RG no and enrolled in the CPF/MF under no , with address in the City of São Paulo, State of São Paulo, at Rua Assungui nº 50 Bloco A Alto do Ipiranga CEP , claudio.ohara@ocpfertilizantes.com.br, as substitute for Director Yasmina Triki. The reelected directors will have a unified term of office of two (2) years, which will end on the date of the Company s ordinary shareholders' meeting that approves the accounts of They will take office upon fulfillment of the conditions applicable and execution of the respective instruments of investiture, as established in Law no. 6404/76 and in the Company s Bylaws. By majority vote (abstentions and adverse opinions were presented to the board, pursuant to the law): Re-establish the Company s Audit Committee and reelect the following members for such committee: (i) as permanent member Alfredo Gonçalves Martins, Brazilian, married, accountant, holder of identity card (RG) no. M SSP MG, enrolled in the Individual Taxpayer Register/Finance Ministry (CPF/MF) under no , domiciled at Rua São Francisco, nº 691 Santa Inês, Vila Velha/ES, and as his substitute Carlos Francisco de Almeida Gastalho, Brazilian, married, accountant, registered with the Regional Accounting Council of the State of Espírito Santo (CRC/ES) under no /0 and enrolled in the CPF/MF under no , domiciled at Rua Desembargador Augusto Botelho nº 414 apto. 701 Praia da Costa, City of Vila Velha, State of Espírito Santo; (ii) as permanent member Pedro Gilberto de Souza Gomes, Brazilian, divorced, accountant, holder of RG no CRC ES, enrolled in the CPF/MF under no , domiciled at Avenida Estudante José Julio de Souza, nº apto. 802 Praia de Itaparica, City of Vila Velha, State of Espírito Santo, and as his substitute Fabiano Werdan Fagundes, Brazilian, married, economist and accountant, holder of RG no SSP ES, enrolled in the CPF/MF under no , domiciled at Rua Fagundes Varela, nº 104 Soteco, City of Vila Velha, State of Espírito Santo, and (iii) as permanent member Peter Edward Cortes Marsden Wilson, Brazilian, married, economist and public administrator, enrolled in the CPF/MF under no and holder of RG no SSP RJ, domiciled at Rua Joaquim Floriano nº 820 cj. 164 Bairro Itaim Bibi, City of São Paulo, State of São Paulo CEP , and as his substitute André Gordon, Brazilian, married, he MS in Economics, enrolled in the CPF/MF under no and holder of RG no SSP SP, domiciled at Rua do Rocio nº 423 cj. 1611, City of São Paulo, State of São Paulo. The members of the Audit Committee are elected for a term of office that will last until the Ordinary Shareholders' Meeting to be held in 2018,

4 and they will take office upon compliance with the applicable conditions and execution of the respective instruments of investiture, under Law no. 6404/76 and the Company's Bylaws. By majority vote (abstentions and adverse opinions were presented to the board, pursuant to the law): Set the remuneration of the members of the Audit Committee for 2017, at the global amount of four hundred thousand reais (R$ 400,000.00). By unanimous vote: Set the remuneration of the members of the Board of Directors and Executive Board of the Company for 2017, in the annual and global amount of up to eight million, four hundred thousand reais (R$ 8,400,000.00), to be distributed among its members as decided by the Board of Directors At Extraordinary Shareholders' Meeting: By unanimous vote: Amend the wording of the head provision of Article 2 of the Bylaws to add the list of Company branches Due to the above-mentioned approval, the head provision of Article 2 of the Bylaws will read as follows: Article 2 - The Company s principal place of business and legal domicile are at Rua Idalino Carvalho s/n, Bairro Parque Industrial, in the City of Viana, State of Espírito Santo, CEP ; the Company may open or close branches, offices or other establishments in any other place of the national territory or abroad, with due regard to the formalities of the applicable legislation, and it has branches in the following addresses: 1) ANAPOLIS - GO, located at Viela VP 7-E, s/n, Quadra 11 Distrito Agroindustrial de Anápolis, City of Anápolis, State of Goiás, CEP: , enrolled in the National Register of Corporate Taxpayers/Finance Ministry (CNPJ/MF) under no / , State Enrollment no ; 2) BEBEDOURO - SP, located at Avenida Dimer Piovezan, nº 175, Bairro Jardim Talarico, City of Bebedouro, State of São Paulo, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 3) CAMAÇARI - BA, located at Rua dos Pigmentos, s/n - Bairro Polo Petroquímico, City of Camaçari, State of Bahia, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 4) CANDEIAS BA, located at Rodovia BR 324, nº 7131, km 30 A 39, Distrito Industrial, City of Candeias, State of Bahia, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 5) CATALÃO - GO, located at Rodovia Municipal Sebastião de Pádua - Km 05 s/n - Estância Fertilizantes Heringer - Zona Rural, City of Catalão, State of Goiás, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 6) CUBATÃO SP, located

5 at Estrada Sr. Rene Fonseca, s/n. km 264,2 Copebrás Bairro Jardim das Indústrias, City of Cubatão, State of São Paulo, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 7) DOURADOS - MS, located at Rodovia BR 163, s/n, km 247, Zona Rural, City of Dourados, State of Mato Grosso do Sul, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 8) IGUATAMA-MG, located at Avenida Eloy Carlos Heringer, n 530, Bairro Engenheiro Adelmar, City of Iguatama, State Minas Gerais, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 9) LUIS EDUARDO MAGALHÃES BA, located at Rua Enedino Alves da Paixão, nº 2438 Quadra 33 Lote 01, Bairro Santa Cruz, City of Luís Eduardo Magalhães, State of Bahia, CEP: , enrolled in the CNPJ under no / , no State Enrollment; 10) MANHUAÇU - MG, located at Rodovia BR 262 km 39,4, Bairro Ponte da Aldeia, City of Manhuaçu, State of Minas Gerais, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 11) MARINGÁ - PR, located at Avenida Duque de Caxias, 882 9º andar sala 908, Edifício New Tower Plaza Bairro Novo Centro, City of Maringá, State of Paraná, CEP: , enrolled in the CNPJ under no / , no State Enrollment; 12) OURINHOS - SP, located at Avenida Feodor Gurtovenco, nº 1847 Bairro Distrito Industrial III, City of Ourinhos, State of São Paulo, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 13) PARANAGUÁ - PR, located at Rodovia BR 277 km 10,53 s/n caixa postal 192 Bairro Alexandra, City of Paranaguá, State of Paraná, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 14) PATOS DE MINAS MG, located at Avenida Rodrigo Castilho de Avelar, nº Térreo Distrito Industrial I, City of Patos de Minas, State of Minas Gerais, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 15) PAULÍNIA - SP, located at Avenida Irene Karcher, n 620, Bairro Betel, City of Paulínia, State of São Paulo, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 16) PAULÍNIA II SP, located at Avenida Professor Benedicto Montenegro, nº 707 Bairro Betel, City of Paulínia, State of São Paulo, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 17) PORTO ALEGRE - RS, located at Rua João Moreira Maciel nº 3430, Bairro Humaitá, City of Porto Alegre, State of Rio Grande do Sul, CEP: , enrolled in the CNPJ under no / , State Enrollment no. 096/ ; 18) RIO BRILHANTE MS, located at Rodovia BR 163, s/n, km 247 sala 02, Zona Rural, City of Dourados, State of Mato Grosso do Sul, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 19) RIO GRANDE RS, located at Avenida Almirante Maximiano Fonseca, nº 2.800, Zona Portuária, City of Rio Grande, State of Rio Grande do Sul, CEP: , enrolled in the CNPJ under no / , State Enrollment no. 100/ ; 20) RIO VERDE GO, located at Rodovia GO-174, Km 1,5, s/n saída p/ Montividiu, Perímetro Urbano, City of Rio Verde, State of Goiás, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 21) RONDONÓPOLIS I - MT, located at Rua Alberto Saddi nº 1085 Distrito Industrial, City of Rondonópolis, State of Mato Grosso, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 22) RONDONÓPOLIS II - MT, located at Rua Alberto Saddi nº Distrito Industrial, City of Rondonópolis, State of Mato Grosso, CEP: , enrolled in the CNPJ under

6 no / , State Enrollment no ; 23) ROSÁRIO DO CATETE - SE, located at Rodovia BR 101 Km 66,5 s/n Fazenda Jacuruna - Lote III Zona Rural, City of Rosário do Catete, State of Sergipe, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 24) SÃO JOÃO DO MANHUAÇU - MG, located at BR 116, s/n, Km 613 sala 01, Perímetro Urbano, City of São João do Manhuaçu, State of Minas Gerais, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; 25) TRÊS CORAÇÕES - MG, located at BR 381 km 755, s/n, Distrito Industrial, City of Três Corações, State of Minas Gerais, CEP: , enrolled in the CNPJ under no / , State Enrollment no ; and, 26) UBERABA - MG, located at Avenida Filomena Cartafina, nº Distrito Industrial III, City of Uberaba, State of Minas Gerais, CEP: , enrolled in the CNPJ under no / , State Enrollment no Restatement of the Company s bylaws, which takes effect in accordance with Exhibit I to these Minutes. 7. Minutes and Publications: by unanimous vote, the shareholders in attendance authorized that these minutes be taken in the form of a summary, under Article 130 of the Law of Corporations, and that they be published with the signatures of the shareholders redacted. 8. Clarifications: 8.1. The shareholder Daniel Santos Haddad, holder of 0.631% of all shares issued by the Company, attended the Meeting with the intention of running for a position in the Board of Directors. However, such shareholder, alone, has no quorum, and he had no powers of attorney representing quorum for his election, that is, fifteen per cent (15%) of all voting shares The shareholders Argucia Income Fundo de Investimentos em Ações and Galileu Fundo de Investimentos Multimercado, holders of % of all shares issued by the Company, attended the meeting and wish to appoint Manuel Caldas as permanent member of the Audit Committee and Marissa Renaud as his substitute. However, there was no quorum (number of voting shares) to effect such appointment. 9. Closing: There being no further business, the Meeting was ended. These minutes were taken and signed by all attendees, after being read and approved. Viana/ES, April 24, Chairman: Dalton Dias Heringer, Secretary: Laura Maria Brant de Carvalho; Shareholders: Heringer Participações Ltda., represented by its proxy Laura Maria Brant de Carvalho; PSC SALES (CANADA) INC., represented by its proxy Sanjiv Kapur; OCP INTERNATIONAL COÖPERATIEVE U.A., represented by its proxy Marina Gemperli; ARGUCIA INCOME FUNDO DE INVESTIMENTO EM AÇÕES; GALILEU FUNDO DE INVESTIMENTOS MULTIMERCADO, ACADIAN EMERGING MARKETS SMALL CAP EQUITY FUND LCC, HIGLAND COLLECTIVE INVESTMENT TRUST, MEMORIAL SLOAN KETTERING CANCER CENTER, THE HARTFORD GLOBAL REAL ASSET FUND and THE NOMURA TRUST AND BANKING CO LTD RE: DWS WORLD AGRIBUSINESS MOTHER FUN, represented by their proxy Cesar Ximenes.

7 This copy matches the original copy drawn up in the Company's records. Dalton Dias Heringer Chairman Laura Maria Brant de Carvalho Secretary

8 EXHIBIT I FERTILIZANTES HERINGER S.A. CNPJ/MF / NIRE 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 , and it may install or extinguish subsidiaries, offices or other establishments in any other location of the national territory or abroad, in compliance with the formalities of the applicable laws. Current subsidiaries are the following: 1) ANAPOLIS - GO, located at Viela VP 7-E, s/n, Quadra 11, Distrito Agroindustrial de Anápolis, city of Anápolis, state of Goiás, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 2) BEBEDOURO - SP, located at Avenida Dimer Piovezan, nº 175, Bairro Jardim Talarico, city of Bebedouro, state of São Paulo, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 3) CAMAÇARI - BA, located at Rua dos Pigmentos, s/n - Bairro Polo Petroquímico, city of Camaçari, state of Bahia, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 4) CANDEIAS BA, located at Rodovia BR 324, nº 7131, km 30 A 39, Distrito Industrial, City of Candeias, state of Bahia, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 5) CATALÃO - GO, located at Rodovia Municipal Sebastião de Pádua - Km 05 s/n - Estância Fertilizantes Heringer - Zona Rural, city of Catalão, state of Goiás, CEP: , Corporate Taxpayers ID (CNPJ) / and

9 State Enrollment ID ; 6) CUBATÃO SP, located at Estrada Sr. Rene Fonseca, s/n. km 264,2 Copebrás Bairro Jardim das Indústrias, city of Cubatão, state of São Paulo, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 7) DOURADOS - MS, located at Rodovia BR 163, s/n, km 247, Zona Rural, city of Dourados, state of Mato Grosso do Sul, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 8) IGUATAMA-MG, located at Avenida Eloy Carlos Heringer, n 530, Bairro Engenheiro Adelmar, city of Iguatama, state of Minas Gerais, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 9) LUIS EDUARDO MAGALHÃES BA, located at Rua Enedino Alves da Paixão, nº 2438 Quadra 33 Lote 01, Bairro Santa Cruz, Município de Luís Eduardo Magalhães, Estado da Bahia, CEP: , Corporate Taxpayers ID (CNPJ) / and exempt from State Enrollment; 10) MANHUAÇU - MG, located at Rodovia BR 262 km 39,4, Bairro Ponte da Aldeia, city of Manhuaçu, state of Minas Gerais, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 11) MARINGÁ - PR, located at Avenida Duque de Caxias, 882 9º andar sala 908, Edifício New Tower Plaza Bairro Novo Centro, city of Maringá, state of Paraná, CEP: Corporate Taxpayers ID (CNPJ) / and free from State Enrollment; 12) OURINHOS - SP, located at Avenida Feodor Gurtovenco, nº 1847 Bairro Distrito Industrial III, city of Ourinhos, state of São Paulo, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 13) PARANAGUÁ - PR, located at na Rodovia BR 277 km 10,53 s/n caixa postal 192 Bairro Alexandra, Município de Paranaguá, Estado do Paraná, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 14) PATOS DE MINAS MG, located at Avenida Rodrigo Castilho de Avelar, nº Térreo Distrito Industrial I, city of Patos de Minas, state of Minas Gerais, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 15) PAULÍNIA - SP, located at Avenida Irene Karcher, n 620, Bairro Betel, city of Paulínia, state of São Paulo, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 16) PAULÍNIA II SP, located at Avenida Professor Benedicto Montenegro, nº 707 Bairro Betel, city of Paulínia, state of São Paulo, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 17) PORTO ALEGRE - RS, located at Rua João Moreira Maciel nº 3430, Bairro Humaitá, Município de Porto Alegre Rio Grande do Sul, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID 096/ ; 18) RIO BRILHANTE MS, located at Rodovia BR 163, s/n, km 247 sala 02, Zona Rural, city of Dourados, state of Mato Grosso do Sul, CEP: Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 19) RIO GRANDE RS, located at Avenida Almirante Maximiano Fonseca, nº 2.800, Zona Portuária, city of Rio Grande, state of Rio Grande do Sul, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID 100/ ; 20) RIO VERDE GO, located at Rodovia GO-174, Km 1,5, s/n saída p/ Montividiu, Perímetro Urbano, city of Rio Verde, state of Goiás, CEP: Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 21) RONDONÓPOLIS I - MT, located at Rua Alberto Saddi nº 1085 Distrito Industrial, city of Rondonópolis, state of Mato Grosso, CEP: ,, Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 22) RONDONÓPOLIS II - MT, located at Rua Alberto Saddi nº Distrito Industrial, city of Rondonópolis, state of Mato Grosso, CEP:

10 ,, Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 23) ROSÁRIO DO CATETE - SE, located at Rodovia BR 101 Km 66,5 s/n Fazenda Jacuruna - Lote III Zona Rural, city of Rosário do Catete, state of Sergipe, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 24) SÃO JOÃO DO MANHUAÇU - MG, located at BR 116, s/n, Km 613 sala 01, Perímetro Urbano, city of São João do Manhuaçu, state of Minas Gerais, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; 25) TRÊS CORAÇÕES - MG, located at BR 381 km 755, s/n, Distrito Industrial, city of Três Corações, state of Minas Gerais, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID ; and, 26) UBERABA - MG, located at Avenida Filomena Cartafina, nº Distrito Industrial III, city of Uberaba, state of Minas Gerais, CEP: , Corporate Taxpayers ID (CNPJ) / and State Enrollment ID Sole Paragraph The Company may by resolution of the Board of Executive Officers open, transfer and/or close subsidiaries 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, ninetyfour 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. common shares. Paragraph 1 - The Company s capital stock shall be exclusively represented by 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

11 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. shares is forbidden. Paragraph 4 - The issue by the Company of preferred shares or founder s 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.

12 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

13 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

14 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 . 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.

15 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 . 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 , 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;

16 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;

17 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;

18 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

19 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 , 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

20 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 . 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 , 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,