Minutes of the Board of Directors´ Meeting

FERTILIZANTES HERINGER S.A.
Publicly-held Company
Company Registry No. (NIRE): 32.3.0002794-6
Corporate Taxpayers’ Id. (CNPJ/MF): 22.266.175/0001-88
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON MARCH 1, 2010
1.
Date, time and place: March 1, 2010, at 2:00 p.m., at the Company’s headquarters located
at Avenida Irene Karcher, nº 620, Bairro Betel, CEP 13140-000, in the city of Paulínia, state of São
Paulo.
2.
Call Notice and Attendance: The call notice was waived in view of the presence of all
members of the Company’s Board of Directors, with José Roberto Arantes Savasini and Roberto
Rodrigues participating via conference call, as provided for by Article 17 of the Company’s Bylaws.
3.
Presiding: The meeting was chaired by Mr. Dalton Dias Heringer, while Ms. Juliana Heringer
Rezende acted as secretary.
4.
Agenda: To resolve on the Executive Board’s proposal to join the Federal Tax Amnesty
Program established by Law 11,941/09.
5.
Resolutions: The Board members resolved unanimously and without restrictions to approve
the Company’s joining the Federal Tax Amnesty Program established by Law 11,941/09, regarding: the
administrative appeal that discusses the possibility of offsetting tax dues with tax credits acquired from
Agrovale – Agro Indústrias do Vale do São Francisco S.A., and the replacement of the plaintiff
approved, whose non-ratification by Brazil’s Federal Revenue Service was challenged, generating the
proceeding no. 11543001781200390, in the amount of R$ 71,523,691.24, which, restated with
penalties and interests, amounted to R$ 133,886,542.66 on December 31, 2009. By joining the
Program, the Company’s debt balance decreased by R$21,851,917.19 to R$112,034,625.47. This debt
will be partially settled by carrying forward tax losses in the amount of R$ 47,480,633.92 and the
balance of R$ 64,553,991.55 million will be paid in up to 180 monthly installments. In addition, the
Company will regain its tax credits by means of execution, whose amount restated by the criteria
established in the court decision was R$127,527,301.49 million on December 31, 2009. (ii) the
Company’s adhesion to the installment payment for other tax dues in the amount of R$ 3,641,196.32
million, totaling R$ 115,675,821.79, to be included in the Federal Tax Amnesty Program. The Board of
Directors hereby authorizes the Executive Board to perform all acts necessary and/or convenient to
execute the decisions taken.
6.
Closure: There being no further matters to address and in the absence of any other
pronouncement, the meeting was brought to a close and these minutes were drawn up, read,
approved and signed by all. Paulínia, March 1, 2010. Dalton Dias Heringer – Chairman; Juliana
Heringer Rezende – Secretary; Board members present: Dalton Dias Heringer; Dalton Carlos Heringer;
Almir Gonçalves de Miranda; José Augusto Arantes Savasini and Roberto Rodrigues.
Erro! Nome de propriedade do documento desconhecido. ATA RD FH 010310_eng
This is a free English translation of the original document drawn up in the Company’s records.
__________________________________
Juliana Heringer Rezende
Secretary
Erro! Nome de propriedade do documento desconhecido. ATA RD FH 010310_eng