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Shareholder Structure

In December 2017, Vale announced its migration to the Novo Mercado, a special listing segment of B3 S.A. – Bolsa Balcão, Novo Mercado, (Stock Exchange and Over-the-Counter Market), which has a distinguished standard in corporate governance. The listing in this special segment entails the adoption of a set of corporate and governance rules and enhances the disclosure of policies and the existence of transparency, monitoring and control structures. Vale has a global diversified shareholders base.

Minority shareholders became more represented in the company's main decisions, and receive full voting rights and equal treatment with the controlling shareholders.

The Company's By-Laws provide, in the event of sale of control, the right to sell the shares under the same conditions as the alienating controlling shareholder (100% tag along). In addition, it provides for a takeover bid in the event of acquisition that results in the ownership of 25% or more of the total common shares issued by the Company or the total capital of the Company (excluding Treasury shares) or in the case of the Company's deliberate exit from the Novo Mercado.

The current Vale’s Shareholder Agreement between Litela Participações S.A., Litel Participações S.A., Bradespar S.A., Mitsui & Co., Ltd. and BNDES Participações S.A, expired on November 9, 2020. As of November 10, 2020, the shares, and therefore, the votes, owned by the controlling shareholders above-mentioned will no longer be bound to the agreement.

Vale’s Shareholder Agreement was signed on August 14, 2017, with a non-renewable provision, aimed to provide the Company with stability and to adjust its corporate governance structure during the transition period to become a dispersed capital company.

Since then, Vale has been investing on the evolution of its governance, seeking references from national and international best practices and deepening the understanding of the investors’ perspective on these matters, as well as adapting to the new requirements of the Novo Mercado regulation.

In this regard, its Board of Directors is currently comprised of more members with experience in mining or related industry, with expertise in sustainability and governance, in addition to the inclusion of three independent members.

More recently, Vale announced the Nomination Committee with the role of proposing improvements related to the structure, size and skills of the Board of Directors, as these are essential to define the nominees to the 2021 Annual Meeting of Shareholders.

Over the next few years, Vale’s leadership will be challenged to continuing to create sustainable value and cultural transformation throughout the Company, confident in the path to transforming Vale into one of the safest and most reliable companies in the mining industry.

Vale has a global diversified shareholders base

Vale’s total shares, January 31st, 2020

Gráfico de Composição Acionária

Golden Shares

The special class of preferred shares, Golden Shares, must be the property of the Brazilian government. This special class of preferred shareholders have the following rights:

  • The same political rights as holders of common shares, except for the ability to vote to elect members of the Board of Directors, which will only be guaranteed to holders of the preferred shares of the special class in the cases provided for in paragraph 4 and paragraph 5 of Article 141 of the Brazilian Business Corporation Act;
  • The right to elect and remove a member of the Fiscal Council and the respective alternate;
  • Limited veto power over certain Company decisions; and
  • Priority in receiving dividends.

Veto rights of the holders of Golden Shares

  • A change in our name;
  • A change in the location of our head office;
  • A change in our corporate purpose regarding mining activities;
  • Any change in the by-laws relating to the rights afforded to the classes of capital stock issued by us;
  • Any change in the bylaws relating to the rights afforded the holders of Golden Shares;
  • Any liquidation of the company;
  • Any disposal or winding up of activities in any of the following parts of our iron ore mining integrated systems: mineral deposits, ore deposits, mines, railways, ports and maritime terminals.

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