Home Governance Shareholder Structure 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. Download Vale's Bylaws Vale's total outstanding shares December 31stth, 2019 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. Shareholder Agreement There is a shareholder agreement signed on August 14, 2017 by Litel Participações S.A. ("Litel"), Bradespar S.A. ("Bradespar S.A."), Mitsui & Co., Ltd. ("Mitsui") and BNDES Participações S.A. ("BNDESPAR" and, together with the others, "Signatory Parties"), that binds 20% of the common shares issued by the Company, under the terms described in said instrument ("Linked Shares"), and will be in force until November 9, 2020, with a non-renewal commitment. Download Vale’s Shareholder Agreement
