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Minutes of the Debentureholders’ Meeting of the 6th Issuance of Debentures of Vale S.A., held on March
19, 2021 (Continued).
cancellation of Debentures held in the Issuer’s treasury, or, further, (iii) acquisition of Debentures
by companies controlled by the Issuer.
6.2 Amendment to the wording of Section III, item (m), of the Indenture, to allow the Issuer
to acquire Debentures of its own issuance.
6.3 Amendment to the wording of Section III, item (r), of the Indenture, to allow that, in the
event of change to the current legislation, the acts and decisions related to the Issuance will be
disclosed in the same way as the Issuer’s corporate acts are disclosed.
6.4 Amendment to the wording of Section IV, item (a), of the Indenture, to (i) allow the Issuer
to fulfill the obligations to deliver to the Trustee the financial statements and periodic and
occasional information through making said documents available on the Issuer’s website; and (ii)
update the reference to the applicable legal provision that sets forth the disclosure of periodic and
occasional information (CVM Instruction 480/09).
6.5 Authorization for the Trustee and the Issuer to perform all acts, take all steps and adopt
all necessary measures for the formalization, implementation and management of the resolutions
approved at the Meeting, including the execution of an amendment to the Indenture to reflect the
approved adjustments.
7. RESOLUTIONS: In accordance with the Indenture and, after examination and
discussion, the Debentureholders in Attendance voted as follows:
7.1 In relation to item 6.1 of the Agenda: the amendment to the wording of Section III, item
(j), head paragraph, of the Indenture was approved, in order to clarify that the calculation of the
remuneration will be divided between the number of Debentures originally issued and that it will
not be changed in the event of (i) acquisition of Debentures by the Issuer (with such Debentures
being held in the Issuer’s treasury), or (ii) cancellation of Debentures held in the Issuer’s treasury,
or, futher, (iii) acquisition of Debentures by companies controlled by the Issuer, which will go
into effect with the following wording:
“(j) Remuneration: The debentures will be entitled to a premium obtained according to
the following criteria and parameters, to be divided among the debentures in equal
fractions corresponding to 1/388,559,056 of the total premium to be paid for each
debenture, and such fractions shall not be changed in the event of (i) acquisition of
debentures by the Issuer (with such debentures being held in the Issuer’s treasury), or (ii)
cancellation of debentures held in the Issuer’s treasury, or, further, (iii) acquisition of
debentures by companies controlled by the Issuer:”
289,670,805 votes in favor, 90,709 votes against and 8.000 abstentions were counted.
7.2 In relation to item 6.2 of the Agenda: the amendment to the wording of Section III,
item (m), of the Indenture was approved, to allow the Issuer to acquire Debentures of its own
issuance, which will go into effect with the following wording:
“(m) Acquisition. The Issuer may, at any time, acquire debentures, provided that it
complies with the provisions of article 55, paragraph 3, of Law 6,404/76 and the
applicable CVM regulations. The debentures acquired by the Issuer may, at the Issuer’s
discretion, be cancelled, remain in treasury or be placed in the market again. Debentures
held in treasury by the Issuer under the terms of this Section are not entitled to vote at
general debenture holders’ meetings, nor to cash earnings, provided that, if and when
placed back in the market, they will be entitled to the same economic and political rights
applicable to the other debentures. The companies controlled by the Issuer may acquire
the debentures in the market.”
287,802,956 votes in favor, 1,966,558 votes against, included the written votes against received
by the Board which were filed at the Issuer's headquarters, and no abstentions were counted.
7.3 In relation to item 6.3 the Agenda: the amendment to the wording of Section III, item
(r), of the Indenture was approved to allow that, in the event of change to the current legislation,
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