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Minutes of the Extraordinary Shareholders’ Meeting
of Vale S.A., held on March 12, 2021 (Continued).
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The notice of the Meeting was duly made by publication of the Notice of Meeting on
February 10, 11 and 12, 2021, in the Official Gazette of the State of Rio de Janeiro, pages
52, 6 and 12, respectively, and in the newspaper Valor Econômico of Rio de Janeiro, on
February 10, 11 and 12, 13, 14, 15 and 16 (the last five in sole edition), 2021, pages E3, E3
and E11, respectively, to vote on the Agenda below, aiming to amend and restate Vale’s
By-Laws to implement the following changes and improvements of corporate governance.
It is recorded that, as informed in the Notice to Shareholders of March 2, 2021, item 8 of
the agenda contained in the Notice of Meeting was excluded from the agenda, and all votes
related to that resolution, including those received through the absentee ballots, were
disregarded for the purposes of the Meeting.
5.1. Amendments of wording:
5.1.1 Amendment to the wording in Article 1, head paragraph, of the By-Laws to
include the definition of Vale as “Company” and consequent amendment in
subsequent provisions pursuant to the Management’s Proposal (Article 2, head
paragraph; Article 3; Article 4; Article 5, paragraph 6; Article 6, head paragraph
and paragraph 3; Article 7, IV to VI; Article 8, paragraph 2; Article 9, head
paragraph; Article 10, head paragraph; Article 11, paragraphs 2 and 12; Article 12,
Sole Paragraph; Article 14, I, V to IX, XI, XIII, XVII to XX, XXII to XXIV, XXIX,
XXX, XXXIII and XXXIV and paragraph 1; Article 16; Article 19, paragraph 1;
Article 20, II, III, V; Article 21, I, III and V to IX; Article 23, head paragraph;
Article 28, paragraphs 1 and 2; Article 29, II to VI, VIII, IX, XI, XIII to XVII, XXI,
paragraphs 1 and 2; Article 30, II and VII; Article 31, II and III; Article 32, head
paragraph, paragraphs 2 and 3; title of Chapter VI; Article 37; Article 39, Sole
Paragraph; Article 40, II; Article 43; Article 44; Article 45; Article 46, head
paragraph, paragraphs 1 to 3, 5, 8 to 10; Article 47; Article 48; Article 49, and
Article 53).
5.1.2 Adjustment to the wording in Article 5, paragraph 5, of the By-Laws, in view
of the existence of only one preferred shareholder, under the terms of the
Management’s Proposal.
5.1.3 Adjustment to standardize the wording of the word “director,” in the form of
the Management’s Proposal (Article 9, paragraph 1; Article 11, paragraphs 3, 7 and
9 of the By-Laws).
5.1.4 Adjustment to standardize the wording for Shareholders’ Meeting according
to the Management’s Proposal (Article 10, paragraph 4; Article 11, head paragraph,
paragraph 8, paragraph 9; Article 14, II, XV, XVI, XXXI; Article 29, XII; Article
30, II; and Article 52, paragraph 2 of the By-Laws).
5.1.5 Removal of old paragraph 10 of Article 11 of the By-Laws, given the non-
existence of a controlling shareholder.
5.1.6 Updating the mention to the Company’s code of ethics, to its current name of
code of conduct (Article 14, item XXIII and Article 29, item XIII of the By-Laws).
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