Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
March 23 2021 - 5:06PM
Edgar (US Regulatory)
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the
Securities Exchange Act of 1934
For the month of
March 2021
Vale S.A.
Praia de Botafogo nº 186, 18º
andar, Botafogo
22250-145 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
(Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.)
(Check One) Form 20-F x
Form 40-F ¨
(Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1))
(Check One) Yes ¨ No x
(Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7))
(Check
One) Yes ¨ No
x
(Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.)
(Check One) Yes ¨ No x
(If “Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b). 82- .)
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BY-LAWS
CHAPTER I - NAME, PURPOSE, HEAD OFFICE AND DURATION
Article 1 – Vale S.A., referred to in abbreviated form as “Vale” or “Company”, is a joint-stock
company governed by the present By-Laws and by applicable legislation.
Sole Paragraph – With Vale’s entrance to the special listing segment called the
“Novo Mercado” of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), Vale, its
shareholders, including controlling shareholders, administrators, executive
officers and members of the Fiscal Council are subjected to the Listing Rules
of the B3 Novo Mercado (“Novo Mercado Listing Rules”).
Article 2 - The purpose of the Company is:
I. the exploitation of mineral deposits in Brazil and abroad by means of
research, exploitation, extraction, processing, industrialization,
transportation, shipment and commerce of mineral assets;
II. the building and operation of railways and the exploitation of own or third party
rail traffic;
III. the building and operation of own or third party marine terminals, and the
exploitation of nautical activities for the provision of support within the harbor;
IV. the provision of logistics services integrated with cargo transport, comprising
generation, storage, transshipment, distribution and delivery within the
context of a multimodal transport system;
V. the production, processing, transport, industrialization and commerce of all
and any source and form of energy, also involving activities of production,
generation, transmission, distribution and commerce of its products,
derivatives and subproducts;
VI. the carrying-on, in Brazil or abroad, of other activities that may be of direct or
indirect consequence for the achievement of its corporate purpose, including
research, industrialization, purchase and sale, importation and exportation,
the exploitation, industrialization and commerce of forest resources and the
provision of services of any kind whatsoever;
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VII. constituting or participating in any fashion in other companies, consortia or
associations directly or indirectly related, accessory or instrumental to its
business purpose.
Article 3 - The head office and legal venue of the Company shall be in the city of Rio de
Janeiro, State of Rio de Janeiro, the Company being empowered for the better realization
of its activities to set up branch offices, subsidiary branch offices, depots, agencies,
warehouses, representative offices or any other type of establishment in Brazil or abroad.
Article 4 - The term of duration of the Company shall be unlimited.
CHAPTER II - CAPITAL AND SHARES
Article 5 - Vale’s capital stock is R$77,300,000,000.00 (seventy-seven billion and three
hundred million Reais), fully subscribed and paid-up, divided into 5,284,474,782 (five billion,
two hundred and eighty-four million, four hundred and seventy-four thousand and seven
hundred and eighty-two) book-entry shares, of which R$77,299,999,823.12 (seventy-seven
billion, two hundred and ninety-nine million, nine hundred and ninety-nine thousand, eight
hundred and twenty-three Reais and twelve cents) are divided into 5,284,474,770 (five
billion, two hundred and eighty-four million, four hundred and seventy four thousand, seven
hundred and seventy) common shares and R$176.88 (one hundred and seventy-six Reais
and eighty-eight cents) are divided into 12 (twelve) special-class preferred shares, all without
nominal value.
§ 1 - The shares are common shares and “special”-class preferred shares. Vale
cannot issue other preferred shares.
§ 2 - The special-class preferred shares shall belong exclusively to the Federal
Government and shall have the rights which are expressed and specifically
attributed to these shares in these By-Laws.
§ 3 - Each common share and each special-class preferred share shall confer the
right to one vote in decisions made at General Meetings, observing the
provisions of § 4 below.
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§ 4 - The special-class preferred shares will have the same political rights as the
common shares, except with respect to voting for the election of members of
the Board of Directors, which shall only be ensured to the special-class
preferred shares in the events set forth in § 4 and § 5 of Article 141 of Law
No. 6,404/76. The special-class preferred shares are also ensured the right
to elect and dismiss one member of the Fiscal Council, and its respective
alternate.
§ 5 - The shareholder holding special-class preferred shares shall be entitled to
receive dividends calculated as set forth in Chapter VII in accordance with
the following criteria:
a) priority in receipt of dividends specified in § 5 corresponding to: (i) a
minimum of 3% (three percent) of the stockholders' equity of the share,
calculated based on the financial statements which served as reference for
the payment of dividends, or (ii) 6% (six percent) calculated on the portion of
the capital formed by this class of share, whichever higher;
b) entitlement to participate in the profit distributed, on the same conditions
as those for common shares, once a dividend equal to the minimum priority
established in accordance with letter “a” above is ensured; and
c) entitlement to participate in any bonuses, on the same conditions as those
for common shares, the priority specified for the distribution of dividends
being observed.
§ 6 – Special-class preferred shares shall acquire full and unrestricted voting rights
should the Company fail to pay the minimum dividends to which they are
entitled during 3 (three) consecutive fiscal years, under the terms of § 5 of
Article 5.
Article 6 - The Company is authorized to increase its paid-up capital up to the limit of
7,000,000,000 (seven billion) common shares. Within the limit authorized in this Article, the
Company, as a result of decision by the Board of Directors, may increase its paid-up capital
independently of amendment to its By-Laws, through the issue of common shares.
§ 1 - The Board of Directors shall determine the conditions for issuance, including
the price and the period of time prescribed for paying up.
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§ 2 - At the option of the Board of Directors the preemptive right in the issuance of
shares, bonds convertible into common shares and subscription bonuses, the
placement of which on the market may be by sale on the stock exchange or
by public subscription as per the prescriptions set forth in Law No. 6.404/76,
may be rescinded or have its exercise period reduced.
§ 3 - Provided that the plans approved by the General Meeting are complied with,
the Company shall be entitled to delegate the option of common share
purchase to its administrators and employees, with common shares held in
Treasury or by means of the issuance of new shares, excluding the
shareholders' preemptive right.
Article 7 - The special class share shall possess a veto right regarding of the following
subjects:
I - change of name of the company;
II - change of location of the head office;
III - change of the corporate purpose with reference to mineral exploitation;
IV - the winding-up of the Company;
V - the sale or cessation of the activities of any part or of the whole of the
following categories of the integrated iron ore systems of the Company: (a)
mineral deposits, reserves and mines; (b) railways; (c) ports and marine
terminals;
VI - any alteration of the rights assigned to the types and classes of the shares
issued by the Company in accordance with the prescriptions set forth in the
present By-Laws;
VII - any alteration of the present Article 7 or of any of the other rights assigned to
the special class share by the present By-Laws.
CHAPTER III - GENERAL MEETING
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Article 8 - The Shareholders’ General Meeting shall be held, on an ordinary basis, within
the first four months following the end of the fiscal year and, on an extraordinary basis,
whenever called by the Board of Directors.
§ 1 - An Extraordinary Shareholders’ General Meeting shall be competent to
discuss the subjects specified in Article 7.
§ 2 - The holder of the special-class share shall be formally requested by the
Company to attend for the purpose of discussing the subjects specified in
Article 7 by means of personal correspondence addressed to its legal
representative, a minimum period of notice of 15 (fifteen) days being given.
§ 3 - Should the holder of the special-class share be absent from the General
Meeting called for this purpose or should it abstain from voting, the subjects
specified in Article 7 shall be deemed as having been approved by the holder
of the said special class.
Article 9 - At an Ordinary or Extraordinary General Meeting, the chair shall be taken by the
Chairman, or in his absence by the Vice-Chairman of the Board of Directors of the Company,
and the Secretary shall be appointed by the Chairman of the Meeting.
§ 1 - In the case of temporary absence or impediment of the Chairman or Vice-
Chairman of the Board of Directors, the General Meeting of Shareholders shall be chaired
by another director or by a person specially appointed by the Chairman of the Board of
Directors.
§ 2 – The minutes of the General Meetings shall be recorded as a summary of the
resolutions taken and shall be published, omitting the signatures of the shareholders
present, pursuant to legislation in force. In addition, the minutes shall be signed by the
number of shareholders required to constitute the majority needed to approve the matters
reviewed.
CHAPTER IV - ADMINISTRATION
Article 10 - The Board of Directors and the Executive Board shall be responsible for the
administration of the Company.
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§ 1 - The investiture of the members of the Board of Directors and Executive Board
shall be conditional on signature of a term of investiture, which shall include
their subjection to the arbitration clause referred to in Article 53, in the Minute
Book of the Board of Directors or Executive Board, as applicable, as well as
in compliance with the applicable legal requirements.
§ 2 - The term of office of the members of the Board of Directors and the Executive
Board shall be extended until their respective successors have taken office.
§ 3 - The positions of Chairman of the Board of Directors and Chief Executive
Officer or the Company’s main executive may not be held by the same
person.
§ 4 - The General Meeting shall fix the overall amount for the remuneration of the
administrators, benefits of any kind and allowances being included therein,
taking into account the responsibilities of the administrators, the time devoted
to the performance of their duties, their competence and professional repute
and the market value of their duties. The Board of Directors shall apportion
the remuneration fixed by the General Meeting among its members and the
Executive Board.
§ 5 - The Board of Directors shall be supported by advisory bodies, denominated
Committees, regulated as set forth in Section II - Committees hereinafter.
§ 6 - The members of the Board of Directors and the Executive Board shall
exercise their duties based on the highest principles of ethics, aiming to
advance the best interests of Vale and its shareholders, as well as respect
for the environment and the sustainable development of the communities in
which the company operates.
SECTION I - BOARD OF DIRECTORS
Subsection I - Composition
Article 11 - The Board of Directors, a joint decision-making body, shall be elected by the
General Meeting, as set forth in this article, and shall be formed of a minimum of 11 (eleven)
and a maximum of 13 (thirteen) members and one of whom shall be the Chairman of the
Board and another shall be the Vice-Chairman.
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§ 1 - The unified term of office of the members of the Board of Directors shall be 2
(two) years, their re-election being permitted.
§ 2 - From among the members of the Board of Directors, 1 (one) member and his
alternate shall be elected and/or removed, by means of a separate vote, by
the employees of the Company.
§ 3 - Of the members of the Board of Directors, at least seven (7) shall be
independent directors (as defined in § 4 of this article), and the classification
of the nominated members to the Board of the Directors as independent
directors shall be voted on in the General Meeting that elected them.
Members elected pursuant to the provisions of Article 141, § 4 and § 5 of
Law No. 6,404/76 shall also be regarded as independent, in the event there
is a controlling shareholder.
§ 4 - For the purposes of this article, the following shall be deemed independent
directors: (i) those so defined in the Novo Mercado Listing Rules; and (ii)
those who do not hold a direct or indirect share above 5% (five percent) of
the Company’s capital stock or a formal or stated tie with a shareholder who
holds a direct or indirect share above 5% (five percent) of the Company’s
capital stock. In any event, anyone who has held five (5) terms of office, or
spent 10 (ten) years, consecutively or not, as a director of the Company will
not be deemed an independent director.
§ 5 - The Chairman and the Vice-Chairman of the Board of Directors shall be
individually elected by the General Meeting, subject to Article 10, § 3.
§ 6 - If the elected Chairman is not an independent director, the elected
independent members shall appoint an independent director with the duties
described in §6 of this article; even if the Chairman is an independent director,
the Board of Directors may proceed with this appointment. The director
appointed pursuant to this paragraph shall act, in alignment with the Investor
Relations area, as an alternate contact for the shareholders, as well as in
support of the Chairman of the Board of Directors and as an element for
connection and mediation between the Chairman and the other directors, in
all cases without an individual decision-making role; the internal rules of the
Board of Directors may regulate this position, considering the limits
established herein. This independent director shall always report interactions
had directly with shareholders to the Board of Directors, in order to keep
informational unity within the Board of Directors.
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§ 7 - The Board of Directors shall be represented externally by its Chairman, or by
a director and for the purposes indicated by the Chairman.
§ 8 - In the case of impediment or temporary absence, the Vice-Chairman shall
replace the Chairman, and during the period of such replacement the Vice-
Chairman shall have powers identical to those of the Chairman. Should a
vacancy occur in the office of Chairman or Vice-Chairman, the Board of
Directors shall elect the respective replacements in the first General Meeting
to be held after the vacancy.
§ 9 - In cases of (i) impediments or temporary absences; or (ii) vacancy in the
position of director; the remaining directors may, at their discretion, with the
exception of the provisions in §§ 3 and 12 of this article, appoint the
replacement, who shall serve until the first General Meeting. Should
vacancies occur in the majority of such offices, a General Meeting shall be
convened in order to proceed with a new election.
§ 10 – Except for the right to use the separate vote described in §§4 and 5 of article
141 of Law No. 6,404/76, in the event there is a controlling shareholder,
subject to §§ 11 and 12 of this article, and/or a request to adopt the multiple
vote regime, the election shall follow the following process:
I. Based on a reasoned proposal of the Nomination Committee, the Board of
Directors shall approve, at least five (5) days prior to notice of a General
Meeting that will elect the new board, according to the disclosed calendar of
corporate events, a list of candidates to the board with a number
corresponding to at least the proposal for composition in that term of office,
respecting the limits of the By-Laws, and always considering the candidate’s
availability for the position in terms of time, including considering the duties
of simultaneous exercise of similar duties with other entities, especially
publicly-traded companies;
II. The list mentioned in item I above shall be disclosed at least 5 (five) days
prior to the date of disclosure of management’s proposal and the Absentee
Ballot;
III. The candidates named on the list referred to in item II above, as well as any
candidates whose inclusion in the Absentee Ballot is requested on a timely
basis in accordance with the rules established by the CVM, shall have their
names submitted to the General Meeting;
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IV. Each candidate on the list submitted to the General Meeting by the Board of
Directors, as well as any separate candidate submitted by the date of the
meeting, shall be subject to individual voting;
V. The candidates with the greatest number of favorable votes, provided they
are greater than the number of votes against, shall be deemed elected; in the
event of a tie, the candidate that has received the least number of negative
votes shall be deemed elected or, successively, the elder candidate;
VI. In the event there is not, between the list submitted to the General Meeting
by the Board of Directors and any separate candidates, a number of
candidates corresponding to the composition approved for that term of office
and that have received in the General Meeting more favorable votes than
votes against, there shall be a new election in another meeting for the
positions that were not filled, with the preparation of a new list of candidates,
with at least the same number of candidates as positions to be filled, and
during this period the Board of Directors shall operate with the already
elected members;
VII. If a separate vote is requested, if applicable, the election referred to in this §
10 shall be for the other directors, except for the provision in § 2 of this article.
§ 11 - If the Board of Directors is elected under the multiple vote regime, as
established in Article 141 of Law No. 6,404/76, the Chairman of the General
Meeting shall inform those shareholders present that the common shares
which elected a member of the Board of Directors, by means of a separate
vote in accordance with § 4 and § 5 of Article 141 of Law No. 6,404/76, when
applicable, will not participate in the multiple vote regime and will not
participate in the calculation of the respective quorum. Once the separate
vote has been held, then the ratio may be definitively defined in order to
proceed with the multiple vote.
§ 12 - With the exception of members elected by means of separate vote,
respectively, by the employees of the Company (and his/her respective
alternate) and by the holders of common and/or preferred shares, under § 4
and § 5 of Article 141 of Law No. 6,404/76, whenever the election for the
Board of Directors is held under the multiple vote regime, the removal of any
member of the Board of Directors, elected through the multiple vote system
by the General Meeting, shall result in the removal of the other members of
the Board of Directors also elected through the multiple vote system, and
consequently a new election shall be held; in other cases of vacancy the
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provisions in § 9 shall apply, in which case the remaining directors may
appoint the replacement until the first General Meeting, which shall elect the
whole Board.
Subsection II – Workings
Article 12 - The Board of Directors shall meet on an ordinary basis at least 8 (eight) times
a year and extraordinary whenever called by the Chairman or, in his absence, by the Vice-
Chairman of the Board or by 1/3 (one third) of directors acting together.
Sole Paragraph - The meetings of the Board of Directors shall be held at the Company’s
headquarters or at offices of the Company, but, under exceptional circumstances, may be
held at a different location, being permitted to participate by teleconference,
videoconference or other means of communication that could ensure effective participation
and authenticity of vote.
Article 13 - Meetings of the Board of Directors shall only be held with the presence of and
decisions shall only be taken by the affirmative vote of a majority of its members.
Sole Paragraph - The minutes of the meetings of the Board of Directors shall be
recorded in the Book of Minutes of Meetings of the Board of
Directors which, after having been read and approved by the
officers present at the meetings, shall be signed in a number
sufficient to constitute the majority necessary for approval of
the subjects examined.
Subsection III – Responsibilities
Article 14 - The Board of Directors shall be responsible for:
I. electing, evaluating and removing, at any time, the Executive Officers of
the Company, and assigning functions to them;
II. distributing the remuneration established by the General Meeting among
its members and those of the Executive Board;
III. assigning the functions of Investor Relations to an Executive Officer;
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IV. approving the policies relating to selection, evaluation, development and
remuneration of members of the Executive Board;
V. approving the Company's human resources general policies as submitted
to it by the Executive Board;
VI. establishing the general guidance of the business of the Company, its
wholly owned subsidiary companies and controlled companies,
considering safety of people, social progress and respect for the
environment;
VII. approving the purpose, strategic guidelines and the strategic plan of the
Company submitted by the Executive Board, in the case of the strategic
guidelines and strategic plan, on an annual basis, considering the safety
of people, social progress and respect for the environment, as well as
acting as guardian for execution of the approved strategy and its tie to the
Company’s purpose;
VIII. approving the Company's annual and multi-annual budgets, submitted to
it by the Executive Board;
IX. monitoring and evaluating the economic and financial performance of the
Company, considering Vale’s performance in its sustainability initiatives,
and may request the Executive Board to provide reports with specific
performance indicators;
X. approving investments and/or divestiture opportunities submitted by the
Executive Board which exceed the limits established for the Executive
Board as defined by the Board of Directors;
XI. issuing opinions on operations relating to merger, split-off, incorporation in
which the Company is a party, as well as share purchases submitted by
the Executive Board;
XII. with the provisions set forth in Article 2 of the present By-Laws being
complied with, making decisions concerning the setting-up of companies,
or its transformation into another kind of company, direct or indirect
participation in the capital of other companies, consortia, foundations and
other organizations, by means of the exercise of rights withdrawal, the
exercise of non-exercise of rights of subscription, or increase or sale, both
direct and indirect, of corporate equity, or in any other manner prescribed
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by law, including but not limited to, merger, split-off and incorporation in
companies in which it participates;
XIII. approving the risks policies of the Company submitted by the Executive
Board;
XIV. approving the issuance and the cancellation of simple debentures, not
convertible into share and without collateral submitted by the Executive
Board, as well as the issuance and the cancellation of debentures
convertible into shares, within the limit of the authorized capital;
XV. calling Shareholders’ General Meetings and approving the accounts of the
Executive Board, substantiated in the Annual Report and the Financial
Statements, for subsequent submission to the Ordinary General Meeting;
XVI. approving the employment of profit for the year, the distribution of
dividends and, when necessary, the capital budget, submitted by the
Executive Board, to the later direction to the appreciation of the Ordinary
General Meeting;
XVII. selecting, removing and setting the scope of work for external auditors of
the Company, in each case based on the Audit Committee’s
recommendation, and observing applicable legislation;
XVIII. appointing and removing the persons responsible for the corporate
governance office and the compliance office, the latter of which includes
the integrity and the internal auditing area, as well as the Whistleblower
Channel of the Company, who shall report directly to the Board of
Directors;
XIX. approving the policies and the annual audit plan of the Company submitted
by the person responsible for internal auditing, as well as to acknowledge
the respective reports and determine the adoption of necessary measures;
XX. overseeing the management of the Company by the Executive Officers
and examining at any time, the books and documents of the Company,
requesting information about contracts signed or about to be signed, and
about any other actions, in order to ensure the financial integrity of the
Company;
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XXI. acting as guardian of the model and practices of corporate governance,
including, but not limited to, approval of changes to the corporate
governance rules, the process of rendering of accounts and the process
of disclosure of information;
XXII. acting as guardian of the Company’s culture, ensuring its ownership with
respect to the strategic guidelines, supporting the advancement of
modernizing initiatives, when necessary;
XXIII. approving policies of employee conducts based on ethical and moral
standards described in the Code of Conduct of the Company, to be
observed by all administrators and employees of the Company, its
subsidiaries and controlled companies, as well as acting as a guardian of
the company’s commitments related to human rights;
XXIV. approving policies to avoid conflicts of interests between the Company and
its shareholders or its administrators, as well as the adoption of the
measures considered necessary in the event such conflicts arise;
XXV. approving policies of corporate responsibility of the Company, mainly
those related to: the environment, health and labor safety, and social
responsibility of the Company, submitted by the Executive Board;
XXVI. establishing criteria for the Executive Board in relation to the purchase of,
sale of and placing of liens on non-current assets and for the constitution
of encumbrances, the provisions set forth in Article 7 of the present By-
Laws being complied with.
XXVII. establishing criteria for the Executive Board for the provision of guarantees
in general and contracting of loans and financing and for the signing of
other contracts;
XXVIII. establishing criteria for the Executive Board in relation to the signing of
commitments, waiving of rights and transactions of any nature, except for
the waiver of its preemptive rights in the subscription and purchase of
shares, under section XII of Article 14;
XXIX. approving any matters which are not the competence of the Executive
Board, under the terms of the present By-Laws, as well as matters whose
limits exceed the criteria established for the Executive Board, as
established in Article 14;
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XXX. approving any reformulation, alteration, or amendment of shareholders'
agreements or consortia contracts, or of agreements among the
shareholders or among the consortia parties of companies in which the
Company participates, as well as approving the signing of new
agreements and/or consortia contracts that address subjects of this
nature;
XXXI. authorizing the negotiation, signing or alteration of contracts of any kind of
value between the Company and (i) its shareholders, either directly or
through intermediary companies (ii) companies which directly or indirectly
participate in the capital of the controlling shareholder or which are
controlled, or are under joint control, by companies which participate in the
capital of the controlling shareholder, and/or (iii) companies in which the
controlling shareholder of the Company participates, and the Board of
Directors may establish delegations, with standards and procedures,
which meet the requirements and nature of the operations, without
prejudice of keeping the aforementioned group duly informed of all
Company transactions with related parties, observing the provisions of
Paragraph 3 below;
XXXII. expressing its opinion regarding any matter to be submitted to the General
Meeting of shareholders;
XXXIII. authorizing the purchase of shares of its own issuance for maintenance in
treasury, cancellation or subsequent sale;
XXXIV. approving the recommendations submitted by the Fiscal Council of the
Company in the exercise of its legal and statutory attributions; and
XXXV. preparing and disclosing a substantiated opinion on any tender offer to
purchase the Company’s shares, disclosed fifteen (15) days before the
publication of the tender offer notice, which opinion shall address, at least:
(a) the benefit and opportunity of the tender offer with respect to the
interest of Vale and all of Vale’s shareholders, including with respect to the
price and liquidity of the securities owned by them; (b) the strategic plans
disclosed by the offeror in relation to the Company; (c) alternatives to
accepting the tender offer available in the market; (d) other matters that
the Board of Directors deems appropriate, as well as any information
required by applicable rules of the Brazilian Securities and Exchange
Commission (Comissão de Valores Mobiliários—CVM). The opinion
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referred to above must include a substantiated opinion in favor of or
against acceptance of the tender offer for share purchase, advising that it
is each shareholder’s responsibility to make a final decision about such
acceptance.
§ 1 - The Board of Directors shall be responsible for appointing, as submitted by
the Executive Board, the persons who shall form part of the administrative, advisory
and audit bodies of those companies and organizations in which the Company
participates, directly or indirectly.
§ 2 - The Board of Directors may, at its discretion, delegate the assignment
mentioned in the prior paragraph to the Executive Board.
§3 - Transactions with related parties shall be made at arm’s length conditions,
considering market conditions, and members of the Board of Directors whose
interests may be in conflict with the company’s interests shall be excluded from
participating in the decision-making process.
SECTION II - COMMITTEES
Article 15 - The Board of Directors, shall have, on a permanent basis, 7 (seven) advisory
committees, denominated as follows: Personnel, Compensation and Governance
Committee, and Operational Excellence and Risk Committee, Finance Committee, Audit
Committee, Nomination Committee, Sustainability Committee and Innovation Committee.
§ 1 - The Board of Directors, at its discretion, may also establish, for its consulting
support, other committees to fulfill tasks beyond those set forth for the
permanent committees as set forth in the head paragraph of this Article.
§ 2 - The members of the committees shall be remunerated as established by the
Board of Directors, observing the provisions of Article 10, §4 above.
§ 3 – The coordinator of each advisory committee must be a member of the Board
of Directors.
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Subsection I – Mission
Article 16 - The mission of the committees shall be to provide support to the Board of
Directors, which includes the follow up of the activities of the Company, in order to increase
the efficiency and quality of its decisions.
Subsection II – Composition
Article 17 - The members of the committees shall have proven experience and technical
skills in relation to matters that are the object of the respective committee's responsibility
and shall be subject to the same legal duties and responsibilities as the administrators.
Article 18 - The composition of each committee shall be defined and removed by the Board
of Directors.
§ 1 - The members of the committees shall be appointed by the Board of
Directors and may belong to such body, prohibiting participation of Vale’s
Executive Officers and with due regard to applicable legal and regulatory
provisions, in particular the provisions of Article 20 below with respect to
the appointment of members of the Audit Committee.
§ 2 - The term of management for the members of the committees shall begin
upon signing the instrument of investiture, and termination shall coincide
with the end of the unified management term of the members of the Board
of Directors, and reappointment shall be permitted.
Subsection III – Workings and Responsibilities
Article 19 - Standards relating to the workings and responsibilities of the committees shall
be defined by the Board of Directors and the specific Internal Rules of each Committee; the
provisions of Subsection IV below shall be observed with respect to the Audit Committee.
§ 1 - The committees established within the Company shall not have decision
making power and their reports and proposals shall be submitted to the
Board of Directors for approval.
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§ 2 - Except if required by applicable legislation or regulations, the committees’
reports do not constitute a necessary condition for the presentation of
matters for scrutiny and approval by the Board of Directors.
Subsection IV – Audit Committee
Article 20 - The Audit Committee, the advisory board tied to the Board of Directors, is
comprised of at least three (3) members, respecting the following requirements:
I - the members of the Audit Committee must be independent members;
II - at least one (1) member must also be an independent director of the
Company;
III - at least one (1) member must not be a member of the Company’s Board of
Directors;
IV - at least one (1) member must have recognized experience in corporate
accounting matters, under the terms of the applicable regulations and will be
given the title of Financial Specialist at the time of his appointment; and
V - the following are not allowed to be members of the Audit Committee: officers
of the Company, officers of its controlled companies, of its controlling
shareholder, of associated companies or of companies under common
control.
§1 - The same member of the Audit Committee may accumulate the characteristic
set forth in item IV of the head paragraph with one of the characteristics set
forth in items II and III of the head paragraph of this Article.
§2 - To be considered independent, the member of the Audit Committee must
obey the independence criteria set forth in applicable regulations and
legislation and in the Internal Rules of the Audit Committee.
§3 - The duties of the Audit Committee Coordinator shall be defined in its Internal
Rules, approved by the Board of Directors.
Article 21 - The Audit Committee is responsible for, among other matters:
I - providing its opinion and assistance to the Board of Directors in the hiring,
compensation and removal of independent auditor services and other services
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that may be provided by the Company’s external auditors;
II - evaluating and monitoring the quality and integrity of quarterly information,
intermediary statements and financial statements;
III - supervising the work of internal audit, the area of internal controls and the area
responsible for preparing the Company’s financial statements;
IV - monitoring the quality and integrity of the internal control mechanisms and the
information and measurements disclosed based on adjusted accounting data
and non-accounting data that add elements that were not foreseen in the
structure of the usual reports on financial statements;
V - evaluating and monitoring the Company’s risk exposure;
VI - evaluating, monitoring and recommending to management the correction or
improvement of the Company’s internal policies, including the Policy on
Related Party Transactions;
VII - ensuring that the Company has procedures to be used to receive, process
and handle accusations, complaints and information about (a) non-
compliance with legal and normative provisions applicable to the Company, in
addition to internal regulations and codes, (b) accounting issues, (c) internal
controls, and (d) audit matters; as well as ensuring specific procedures to
protect the whistleblower’s identity and the confidentiality of the information;
VIII - supervising and evaluating the work of the external auditors, in order to
evaluate their independence, the quality of services provided and the
suitability of services provided related to the needs of the Company, and telling
the Company’s management at any point to retain compensation of the
external auditors; and
IX - mediate any disagreements between management and internal and external
auditors regarding the Company’s financial statements, problems or
difficulties found by the auditors during the audit process, and disagreements
with management regarding accounting principles and related matters.
Article 22 - For adequate performance of its duties, the Audit Committee may decide to
engage services of lawyers, consultants and analysts, as well as other resources that may
be necessary for the performance of its duties, observing the budget proposed by the Audit
Committee and approved by the Board of Directors.
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SECTION III - EXECUTIVE BOARD
Subsection I – Composition
Article 23 - The Executive Board, which shall be the executive management body of the
Company, shall consist of 6 (six) to 11 (eleven) members, one of whom shall be the Chief
Executive Officer and the others Executive Officers.
§ 1 - The Chief Executive Officer shall submit to the Board of Directors the
names of candidates for the Executive Board with renowned knowledge
and specialization in the subject of responsibility of the respective
operational area, and may also at any time submit to the Board of Directors
a motion to remove.
§ 2 - The Executive Officers shall have their individual duties defined by the
Board of Directors.
§ 3 - The management term of the members of the Executive Board shall be 3
(three) years, and re-election shall be permitted.
Subsection II – Workings
Article 24 - The Chief Executive Officer and other members of the Executive Board shall
continue in their respective official capacities when physically distant from headquarters
realizing their respective duties on business-related travel. In the case of a permanent
vacancy, or an impairment which temporarily impedes an officer from performing his
respective duties, or a temporary absence or leave due to extraordinary circumstances, the
respective procedures for replacing the Chief Executive Officer and other Executive Officers
shall be as follows:
§ 1 - In the case of an impairment which temporarily impedes the Chief
Executive Officer from performing his respective duties, the Chief
Financial Officer shall assume, in addition to his own legal, statutory, and
regulatory rights and responsibilities, the legal, statutory, and regulatory
responsibilities of Chief Executive Officer, provided that the Board of
Directors ratifies such replacement. In the case of the Chief Executive
Officer’s temporary absence or leave due to extraordinary circumstances,
the Chief Executive Officer shall designate his own substitute, who shall
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assume all legal, statutory, and regulatory rights and responsibilities of the
Chief Executive Officer.
§ 2 - In the case of an impairment which temporarily impedes an Executive
Officer from performing his respective duties or in the case of an Executive
Officer’s temporary absence or leave due to extraordinary circumstances,
such Executive Officer shall be replaced, in accordance with the Chief
Executive Officer’s nomination, by any of the other Executive Officers, and
such nominated Executive Officer shall assume, in addition to his own
legal, statutory, and regulatory rights and responsibilities, the legal,
statutory, and regulatory responsibilities of the temporarily impaired or
absent Executive Officer, excluding voting rights at Executive Board
meetings, for the duration of the temporarily impaired or absent Executive
Officer’s term.
§ 3 - Should there be a permanent vacancy in the position of Executive Officer,
the Chief Executive Officer shall select a substitute officer and submit such
officer’s name to the Board of Directors who shall appoint such substitute
officer to complete the remaining term of the vacant executive officer.
§ 4 - Should there be a permanent vacancy in the position of the Chief
Executive Officer, the Chief Financial Officer shall replace the Chief
Executive Officer and shall assume the duties, rights, and responsibilities
of both the Chief Executive Officer and the Chief Financial Officer, until the
Board of Directors holds an election to fill the position of Chief Executive
Officer.
Article 25 - In respect of the limits established for each Executive Officer, the decisions on
matters affecting his specific operational area, provided that the matter does not affect the
operational area of another Executive Officer, shall be taken by himself or in conjunction
with the Chief Executive Officer, in matters or situations pre-established by the latter.
Article 26 - The Executive Board shall meet on an ordinary basis once every fifteen days
and extraordinarily whenever called by the Chief Executive Officer or his substitute, and
Executive Board members may participate in ordinary or extraordinary meetings in person,
by teleconference, videoconference, or other means of communication that could ensure
effective participation and authenticity of the vote.
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Sole Paragraph - The Chief Executive Officer shall convene an extraordinary meeting of
the Executive Board by virtue of the request of at least 3 (three) members of the Executive
Board;
Article 27 - The meetings of the Executive Board shall only begin with the presence of the
majority of its members.
Article 28 - The Chief Executive Officer shall chair the meetings of the Executive Board in
order to prioritize consensual approvals amongst its members.
§ 1 - When there is no consent among members of the Board, the Chief
Executive Officer may (i) withdraw the issue from the agenda, (ii) attempt
to form a majority, with the use of his casting vote or, (iii) in the interests
of the Company and by grounded presentation, decide individually on the
matters raised for joint approval, including those listed in Article 29, and
in respect of the exceptions stated in § 2 below;
§ 2 - Decisions relating to annual and multi-annual budgets and to the strategic
plan and the Annual Report of the Company shall be taken by majority
vote, considered to be all Executive Officers, provided that the favorable
vote of the Chief Executive Officer is included therein.
§ 3 - The Chief Executive Officer shall inform the Board of Directors the
utilization of the prerogative concerning item (iii), § 1 stated above, in the
first Board of Directors meeting which succeed the corresponding
decision.
Subsection III – Responsibilities
Article 29 - The Executive Board shall be responsible for:
I - approving the creation and elimination of Executive Departments
subordinated to each Executive Director;
II - preparing and submitting to the Board of Directors the Company's general
policies on human resources, and executing the approved policies;
III - complying with and ensuring compliance with the general guidelines and
business policies of the Company laid down by the Board of Directors,
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protecting the safety of people and the environment in all places where the
Company operates;
IV - preparing and submitting to the Board of Directors, the Company's
purpose, strategic guidelines and the strategic plan, in the case of the latter
two, on an annual basis, considering socioenvironmental issues and
executing the approved strategic plan;
V - preparing and submitting the Company's annual and multi-annual budgets
to the Board of Directors, and executing the approved budgets;
VI - planning and steering the Company's operations and reporting the
Company's economic and financial performance, as well as Vale’s
performance in its sustainability initiatives, to the Board of Directors, and
producing reports with specific performance indicators;
VII - identifying, evaluating and submitting investment and/or divestiture
opportunities to the Board of Directors which exceed the limits of the
Executive Board as defined by the Board of Directors, and executing the
approved investments and/or divestitures;
VIII - identifying, evaluating and submitting to the Board of Directors operations
relating to merger, split-off, incorporation in which the Company is a party,
as well as share purchases, and conducting the approved mergers, split-
offs, incorporations and purchases;
IX - preparing and submitting the Company's finance policies to the Board of
Directors, and executing the approved policies;
X - submitting to the Board of Directors the issuance of simple debentures,
not convertible into shares and without collateral;
XI - defining and submitting to the Board of Directors, after the drawing up of
the balance sheet, the employment of profit for the year, the distribution of
Company dividends and, when necessary, the capital budget;
XII - preparing in each fiscal year the Annual Report and Financial Statements
to be submitted to the Board of Directors and the General Meeting;
XIII - adhering to and encourage adhesion to the Company's code of conduct,
established by the Board of Directors;
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XIV - preparing and submitting to the Board of Directors the Company's policies
on corporate responsibility, such as the environment, health, safety and
social responsibility, and implementing the approved policies;
XV - authorizing the purchase of, sale of and placing of liens on fixed and non-
fixed assets including securities, the contracting of services, the Company
being the provider or receiver of such, being empowered to establish
standards and delegate powers, all in accordance with the criteria and
standards of the Executive Board established by the Board of Directors;
XVI - authorizing the signing of agreements, contracts and settlements that
constitute liabilities, obligations or commitments on the Company, being
empowered to establish standards and delegate powers, all in accordance
with the criteria and standards of the Executive Board established by the
Board of Directors;
XVII - proposing to the Board of Directors any reformulation, alteration, or
amendment of shareholders’ agreements or of agreements among the
shareholders of companies in which the Company participates, as well as
suggesting the signing of new agreements and consortia contracts that
address subjects of this nature;
XVIII - authorizing the opening and closing of branch offices, subsidiary branch
offices, depots, agencies, warehouses, representative officer or any other
type of establishment in Brazil or abroad;
XIX - authorizing the undertaking of commitments, waiver of rights and
transactions of any nature, liens on securities being excepted, under the
terms of section XII of Article 14, being empowered to establish
standards and delegate powers in accordance with the criteria and
standards of the Executive Board established by the Board of Directors;
XX - establishing and informing the Board of Directors on the individual limits of
the Executive Officers, in respect of the limits of the Executive Board
jointly, as established by the Board of Directors;
XXI - establishing, based on the limits fixed for the Board of Directors for the
Executive Board, the limits throughout the whole of the Company's
administrative organization hierarchy.
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§ 1 - The Executive Board shall be empowered to lay down voting guidelines to
be followed at the General Meetings by its proxies in the companies,
foundations and other organizations in which the Company participates,
directly or indirectly, the investment plans and programs of the Company
approved by the Board of Directors, as well as the respective budgets
being complied with, the limit of responsibility being observed as regards,
among others, indebtedness, the sale of assets, the waiver of rights and
the reduction of corporate equity investments.
§ 2 - The Executive Board shall nominate, for decision by the Board of
Directors, persons who shall form part of the administrative, consultant and
audit bodies of those companies and organizations in which the Company
participates directly or indirectly.
Article 30 - The responsibilities of the Chief Executive Officer are to:
I - take the chair at meetings of the Executive Board;
II - exercise executive direction of the Company, with powers to coordinate and
supervise the activities of the other Executive Officers, exerting his best
efforts to ensure faithful compliance with the decisions and guidelines laid
down by the Board of Directors and the General Meeting;
III - coordinate and supervise the activities of the business areas and units that
are directly subordinated to him;
IV - select and submit to the Board of Directors the names of candidates for
Executive Officer posts to be elected by the Board of Directors, and also to
propose the respective removal;
V - coordinate the decision-making process of the Executive Board, as provided
for in Article 28 of Subsection II – Workings;
VI - nominate, whom among the Executive Officers shall substitute an Executive
Officer in case of an impairment that temporarily impedes an officer from
performing his respective duties or temporary absence or leave, in
compliance to Article 24 of Subsection II – Workings;
VII - keep the Board of Directors informed about the activities of the Company;
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VIII - together with the other Executive Officers, prepare the annual report and
draw up the balance sheet.
Article 31 - The Executive Officers are to:
I - organize the services for which they are responsible;
II - participate in meetings of the Executive Board, contributing to the definition
of the policies to be followed by the Company and reporting on matters of the
respective areas of supervision and coordination;
III - comply with and ensure compliance with the policy and general guidance of
the Company's business laid down by the Board of Directors, each Executive
Officer being responsible for his business units and specific area of activities;
IV - contract the services described in Article 22, in compliance with
determinations of the Audit Committee.
Article 32 - The Company shall be represented as plaintiff or defendant in courts of law or
otherwise, including as regards the signature of documents constituting responsibility for
this, by 2 (two) members of the Executive Board, or by 2 (two) proxies established in
accordance with § 1 of this Article, or by 1 (one) proxy jointly with an Executive Officer.
§ 1 - Except when otherwise required by law, proxies shall be appointed by a
power of attorney in the form of a private instrument in which shall be
specified the powers granted and the term of validity of powers of attorney.
§ 2 - The Company may, moreover, be represented by a single proxy at the
General Meetings of shareholders of the companies, consortia and other
organizations in which it participates or for acts arising out the exercise of
powers specified in a power of attorney "ad judicia" or: (a) at agencies at
any level of government, customs houses and public service
concessionaires for specific acts for which a second proxy is not necessary
or not permitted; (b) for signing of contract instruments in solemnity or at
which the presence of a second proxy is not possible; (c) for signing of
documents of any kind which imply in an obligation for the company whose
monetary limits shall be established by the Executive Board.
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§ 3 - In the case of commitments assumed abroad, the Company may be
represented by a single member of the Executive Board, or by an attorney
in-fact with specific and limited powers according to the present By-Laws.
§ 4 - Summons and judicial or extrajudicial notifications shall be made in the
name of the Executive Officer responsible for Investor Relations, or by proxy
as established in § 1 of this Article.
CHAPTER V - FISCAL COUNCIL
Article 33 - The Fiscal Council, a permanently functioning body, shall be formed of 3 (three)
to 5 (five) principal members and an equal number of alternates, elected by the General
Meeting, which shall fix their remuneration.
Sole Paragraph – The investiture of the members of the Fiscal Council shall be conditional
on the prior signature of a term of investiture, which shall include their subjection to the
arbitration clause referred to in Article 53, as well as to meeting the applicable legal
requirements.
Article 34 - The members of the Fiscal Council shall carry out their duties until the first
Ordinary General Meeting to be held following their election, their re-election being
permitted.
Article 35 - In their absence or impediment, or in cases of vacancy of office, the members
of the Fiscal Council shall be replaced by their respective alternates.
Article 36 – The Fiscal Council shall be responsible to exercise the functions attributed to it
by the applicable prevailing legislation, in these By-Laws, and as regulated by its own
Internal Rules to be approved by its members.
Sole Paragraph - The members of the Fiscal Council shall provide, within at least 30 (thirty)
days before the Shareholders’ General Meeting is held, their analysis of the management
report and the financial statements.
CHAPTER VI - COMPANY PERSONNEL
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Article 37 - The Company shall maintain a social security plan for its employees
administered by a foundation established for this purpose, in compliance with the provisions
of prevailing legislation.
CHAPTER VII - FISCAL YEAR AND DISTRIBUTION OF PROFITS
Article 38 - The fiscal year of the company shall coincide with the calendar year, thus
finishing on December 31, when the balance sheets shall be prepared.
Article 39 - After the constitution of the legal reserve, the employment of the remaining
portion of the net profit verified at the end of each financial year (which shall coincide with
the calendar year) shall, on the motion of the Administration, be submitted to the decision of
the General Meeting.
Sole Paragraph - The amount of the interest, paid or credited in the form of interest on
stockholders' equity in accordance with the prescriptions of Article 9, § 7 of Law No. 9,249
dated December 26, 1995 and of relevant legislation and regulations, may be ascribed to
the compulsory dividend and to the minimum annual dividend on the special-class preferred
shares, such amount for all legal purposes forming the sum of the dividends distributed by
the Company.
Article 40 - The proposal for distribution of profit shall include the following reserves:
I. Tax Incentive Reserve, to be constituted in accordance with the fiscal
legislation in force;
II. Investments Reserve, in order to ensure the maintenance and development
of the main activities which comprise the Company's purpose, in an amount
not greater than 50% (fifty percent) of distributable net profit up to a maximum
of the Company's share capital.
Article 41 - At least 25% (twenty-five percent) of the net annual profit, adjusted as per the
law, shall be devoted to the payment of dividends.
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Article 42 - At the proposal of the Executive Board, the Board of Directors may determine
the preparation of the balance sheets in periods of less than a year and declare dividends
or interest on stockholders' equity on account of the profit verified in these balances as well
as to declare for the account of accrued profits or profit reserves existing in the latest annual
or semi-annual balance sheet.
Article 43 - The dividends and interest on stockholders' equity mentioned in the Sole
Paragraph of Article 39 shall be paid at the times and at the places specified by the
Executive Board, those not claimed within 3 (three) years after the date of payment reverting
in favor of the Company.
CHAPTER VIII — SALE OF CONTROL AND EXIT FROM THE NOVO MERCADO
Article 44 - The direct or indirect sale of control of the Company, whether through a single
transaction or through a series of transactions, shall be undertaken pursuant to the condition
that the purchaser of control undertakes to conduct a tender offer to purchase common
shares, the object of which is shares issued by the Company and owned by the other
common shareholders of the Company, in compliance with the terms and conditions
provided for under applicable law, regulations in effect and the Novo Mercado Listing Rules,
so as to ensure them equal treatment as that given to the selling controlling shareholder.
Article 45 - For the purposes of these By-Laws, the following capitalized terms will have the
following meanings:
“Group of Shareholders” means a group of persons tied together by a voting agreement
with any person (including, without limitation, any individual or legal entity, investment
fund, condominium, securities portfolio, rights agreement or other form of organization,
resident, domiciled or headquartered in Brazil or abroad), or which represents the same
interest as the shareholder, which may subscribe for and/or acquire shares of the
Company. Among the examples of a person representing the same interest as the
shareholder, which may subscribe for and/or acquire shares of the Company, is any
person (i) who is directly or indirectly controlled or managed by such shareholder, (ii)
who controls or manages, in any way, the shareholder, (iii) who is directly or indirectly
controlled or managed by any person who directly or indirectly controls or manages such
shareholder, (iv) in which the controller of such shareholder holds, directly or indirectly,
an equity interest equal to or greater than thirty percent (30%) of the capital stock, (v) in
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which such shareholder holds, directly or indirectly, an equity interest equal to or greater
than thirty percent (30%) of the capital stock, or (vi) who directly or indirectly holds an
equity interest equal to or higher than thirty percent (30%) of the shareholder’s capital
stock.
“Economic Value” means the value of the Company and of its shares as may be
determined by a valuation firm using recognized methodology or based on other criteria
as may be defined by the CVM.
Article 46 - Any person, shareholder or Group of Shareholders who acquires or becomes,
or has become, by any means, the holder of an amount equal to or greater than 25% (twenty-
five percent) of the Company’s total issued common shares or of its total capital stock,
excluding shares held in treasury, shall, within thirty (30) days after the date of acquisition
or the event resulting in the ownership of shares in an amount equal to or greater than the
aforementioned limit, make or request the registration of, as the case may be, a tender offer
for all common shares issued by the Company (oferta pública para aquisição, or “OPA”), in
compliance with applicable CVM and B3 regulations and the terms of this Article.
§ 1 - The OPA shall be (i) addressed equally to all shareholders holding common
shares issued by the Company, (ii) made in an auction to be held at B3,
(iii) launched at the price determined in accordance with the provisions of § 2
below, and (iv) paid in cash in Brazilian currency for the acquisition of the
Company’s common shares issued in the OPA.
§ 2 - The minimum purchase price in the OPA of each common share issued by
the Company shall be equal to the greater of:
(i) the Economic Value determined in an appraisal report;
(ii) 120% of the weighted average unit price of the common shares issued by the
company during the period of 60 (sixty) trading sessions prior to the OPA;
and
(iii) 120% of the highest price paid by the purchasing shareholder during the 12
(twelve) months before the purchasing shareholder attained a significant
equity interest.
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§ 3 - The OPA referred to in the head paragraph of this Article shall not exclude
the possibility of another shareholder of the Company or, as the case may be,
the Company itself, formulating a competing OPA, pursuant to the applicable
regulations.
§ 4 - The person, shareholder or Group of Shareholders shall be required to
comply with any standard requests or requirements of the CVM and B3 related
to the OPA, within the deadlines set forth in the applicable regulation.
§ 5 - Any person, shareholder or Group of Shareholders that purchases or
becomes the holder of other rights, including usufruct or trustee rights, related to
the shares issued by the Company in an amount equal to or greater than 25%
(twenty-five percent) of the total common shares issued by the Company or of
the total capital stock, excluding the shares held in treasury, shall be equally
required to, within no later than 60 (sixty) days from the date of such purchase or
the event resulting in the ownership of such rights related to shares in an amount
equal to or higher than 25% (twenty-five percent) of the total common shares
issued by the Company or of the total capital stock, excluding the shares held in
treasury, make or request the registration, as the case may be, of an OPA, as
described in this Article 46.
§ 6 - The obligations set forth in Article 254-A of Law No. 6,404/76 and in Article
44 hereof shall not exempt the person, shareholder or Group of Shareholders
from performing the obligations included in this Article.
§ 7 - The provisions of this Article 46 are not applicable if a shareholder or Group
of Shareholders becomes the holder of an amount exceeding 25% (twenty-five
percent) of the total common shares issued by the company or of the total capital
stock, excluding the shares held in treasury, as a result of (a) the merger of
another company into Vale, (b) the merger of shares of another company into
Vale or (c) the subscription of Vale’s shares, made in a single primary issuance
approved at a General Meeting of the Company convened by the Board of
Directors, and which proposal of capital increase has determined the issue price
of the shares based on an Economic Value obtained from an economic and
financial appraisal report of the Company prepared by an expert institution or firm
with proven experience in the appraisal of publicly held companies.
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§ 8 - Involuntary increases of equity interest resulting from the retirement of
treasury stock, repurchase of shares or reduction of the Company’s capital stock
through the retirement of treasury stock shall not be included in the calculation of
the percentage set forth in the head paragraph of this article.
§ 9 - If the CVM regulation applicable to the OPA set forth in this article provides
for the adoption of a criterion for determining the OPA acquisition price of each
share issued by the Company that results in an acquisition price higher than the
acquisition price established under § 2 above, the acquisition price in the OPA
set forth in this article shall be that determined pursuant to the terms of the CVM
regulation.
Article 47 - In the event that any person, shareholder or Group of Shareholders fails to
comply with the obligation of making a tender offer in accordance with the rules, proceedings
and provisions set forth in this Chapter (the “Defaulting Shareholder”), including with respect
to compliance with the deadlines for making and requesting registration of such offering, or
compliance with potential requests by CVM:
(i) the Board of Directors of the Company shall convene an Extraordinary
Shareholders’ Meeting, in which the Defaulting Shareholder shall not be
entitled to vote, to decide upon the suspension of the exercise of the rights of
the Defaulting Shareholder, in accordance with Article 120 of Law No.
6,404/76; and
(ii) in addition to the obligation of making a tender offer under the terms set forth
herein, the Defaulting Shareholder shall be required to cause the acquisition
price of each of the Company’s common shares in such tender offer to be
fifteen percent (15%) higher than the minimum acquisition price determined
for such tender offer.
Article 48 - The Company shall not register any transfer of common shares to the purchaser
or to any person(s) who acquire(s) control until such person(s) have complied with the
provisions set forth in these By-Laws, subject to the provisions of Article 46.
Article 49 - No shareholders’ agreement that provides for the exercise of control may be
filed at the Company’s headquarters unless the signatories thereof have complied with the
provisions set forth in these By-Laws, subject to the provisions of Article 46.
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Article 50 - Cases not expressly addressed in these By-Laws shall be resolved by the
General Meeting and in accordance with Law No. 6,404/76, respecting the Novo Mercado
Listing Rules.
Article 51 - Vale’s exit from the Novo Mercado, whether by voluntary act, mandatory act or
due to corporate reorganization, shall observe the rules in the Novo Mercado Listing Rules.
Article 52 - Without prejudice to the provisions of the Novo Mercado Listing Rules, the
voluntary exit from the Novo Mercado shall be preceded by a tender offer that observes the
procedures set forth in regulations of the CVM for tender offers for cancellation of registration
as a publicly-held company and the following requirements:
(i) The offering price must be fair, and the request for a new appraisal of the
Company shall be possible, as set forth in Law No. 6,404/76;
(ii) Shareholders owning more than 1/3 (one third) of the shares in circulation shall
accept the tender offer or expressly agree with the exit from the segment without
selling shares.
§ 1 - For the purposes of this Article 52, shares in circulation shall be considered to be only
those shares whose owners expressly agree with the exit from the Novo Mercado or enable
the auction of the tender offer, as set forth in the regulations of the CVM applicable to tender
offers of publicly-held companies to cancel their registration.
§ 2 - The voluntary exit from the Novo Mercado may occur independently of holding the
tender offer mentioned in this article, in the case waiver is approved by the General Meeting,
under the Novo Mercado Listing Rules.
CHAPTER IX — ARBITRATION
Article 53 - The Company, its shareholders, administrators and members of the Fiscal
Council and of the Committees undertake to resolve by arbitration before the Market
Arbitration Chamber (Câmara de Arbitragem do Mercado), under its regulations, any and all
disputes or controversies that may arise between or among them, related to or resulting from
their condition as issuer, shareholders, administrators and members of the Fiscal Council,
in particular, arising from the application, validity, effectiveness, interpretation, breach and
its effects of the provisions of Law No. 6,385/76, Law No. 6,404/76, these By-Laws and the
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rules issued by the National Monetary Council, the Central Bank of Brazil and the CVM, as
well as other rules applicable to the operation of capital markets in general, in addition to
those in the Novo Mercado Listing Rules, other regulations of B3 and Participation
Agreement Rules of the Novo Mercado.
CHAPTER X - PROHIBITION OF CONTRIBUTIONS TO POLITICAL MOVEMENTS
Article 54 - Vale and its controlled companies in Brazil or abroad are prohibited from making,
directly or indirectly through third parties, any contribution to political movements, including
those organized as parties, and to their representatives or candidates.
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Signatures
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Vale S.A.
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(Registrant)
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By:
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/s/ Ivan Fadel
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Date: March 22, 2021
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Head of Investor Relations
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