FERTILIZANTES HERINGER S.A.

Publicly-held Company
COMPANY REGISTRY (NIRE): 32.3.0002794-6
Corporate Taxpayer’s ID (CNPJ/MF): 22.266.175/0001-88
Minutes of the Board of Directors’ Meeting
held on December 29, 2016

1. DATE, TIME AND VENUE: December 29, 2016, at 5:00 p.m., at the Company’s head offices,
located in the city of Paulínia, state of São Paulo, at Avenida Irene Karcher nº 620, Bairro
Betel, CEP 13148-906.

2. CALL NOTICE AND ATTENDANCE: The members of the Board of Directors were duly called by
written notice delivered five (5) business days prior to the holding of this meeting
accompanied by the agenda with the matters to be addressed. All members of the Board
of Directors were present, with the members Dalton Dias Heringer, Dalton Carlos Heringer,
Juliana Heringer Rezende, Maílson Ferreira da Nóbrega, Victor Paulo Silva Miranda,
Yasmina Triki, Roberto Rodrigues, Christopher Pringle Reynolds and Silvio Claudio Peixoto
de Camargo participating via conference call, pursuant to Article 17 of the Company's
Bylaws.

3. PRESIDING BOARD: The meeting was chaired by Dalton Dias Heringer and Laura Maria
Brant de Carvalho acted as secretary.

4. AGENDA:

4.1 To ratify the signature of an agreement between the Company and Canpotex Limited,
on April 19, 2016, as amended on July 29, 2016 and October 5, 2016, respectively
(“Canpotex Agreement”);

4.2 To resolve on the signature, by the Company, of (a) an instrument of guarantee under
the terms of the Canpotex Agreement and (b) the third amendment to the Canpotex
Agreement (“Third Amendment to the Canpotex Agreement”);
4.3 To resolve on the signature, by the Company, of (a) an Instrument to Open a Credit
Line (Intercreditor Agreement) with OCP S.A. and OCP Fertilizantes Ltda. (“OCP
Agreement”), (b) an instrument of guarantee under the terms of the OCP Agreement and
(c) documents complementary to the formalization of the opening of the line of credit and
the respective guarantee; and
4.4 To resolve on the extension of the loan agreement between the control group and the
Company.
5. RESOLUTIONS: This meeting was installed, and after examining and discussing the matters
on the agenda, the attending Board of Directors’ members resolved the following:
unanimously, pursuant to item “b” of Article 18 of the Bylaws, with the abstention of
Board member Christopher Pringle Reynolds:
5.1 To ratify the signature of the Canpotex Agreement, through which the Company and
Canpotex agree on certain payment deadlines related to product supply;
5.2 To approve the signature, by the Company, of the First Mortgage Indenture on the
industrial property located in the city of Iguatama, state of Minas Gerais, to guarantee
compliance with the obligations assumed thereby under the terms of the Canpotex
Agreement; and

5.3 To approve the signature, by the Company, of the Third Amendment to the Canpotex
Agreement, through which the Company and Canpotex agree on certain payment
deadlines related to product supply totaling up to fifty-two million and five hundred
thousand dollars (US$52,500,000.00), as well as eventual new amendments or
adjustments necessary to formalize and execute the payments above.
unanimously, pursuant to item “b” of Article 18 of the Bylaws, with the abstention of
Board member Yasmina Triki:

5.4 To approve the signature, by the Company, of the OCP Agreement, through which the
Company will acquire a line of credit totaling up to fifty million dollars (US$50,000,000.00),
related to the phosphate supply commercial agreement currently in force (Supply
Agreement), as well as eventual amendments or adjustments necessary to formalize the
updated debt, always in compliance with the maximum principal amount envisaged in the
OCP Agreement approved herein;

5.5 To approve the signature, by the Company, of the Public Instrument of Fiduciary
Assignment of the industrial property located in the city of Paranaguá, state of Paraná, to
guarantee compliance with the obligations assumed thereby under the terms of the OCP
Agreement; and
5.6 To approve the signature, by the Company, of the “Letter of Guarantee, Indemnity
and Other Covenants” and the Complementary Letter, both aimed at implementing and
guaranteeing the opening of the line of credit provided for in the OCP Agreement.

By unanimous vote:
5.7 To approve the extension of the term of the loan agreement entered into on
February 26, 2016 between the Company’s control group and the Company to June 30,
2016, maintaining all the conditions provided for in said agreement (except for its
expiration date), including, but not limited to, the financial conditions of the loan
agreement.
6. CLOSURE: There being no further business to discuss and as no one intended to speak,
the meeting was adjourned to draw up these minutes, which were read, approved and
signed by all attending members. Paulínia - SP, December 29, 2016. Dalton Dias Heringer -
Chairman; Laura Maria Brant de Carvalho – Secretary; Board Members Present: Dalton
Dias Heringer, Maílson Ferreira da Nóbrega, Victor Paulo Silva Miranda, Juliana Heringer
Rezende, Yasmina Triki, Roberto Rodrigues, Christopher Pringle Reynolds, Silvio Claudio
Peixoto de Camargo and Dalton Carlos Heringer

This is a free English translation of the original instrument drawn up in the Company’s
records.

Laura Maria Brant de Carvalho

Secretary