VALE: ROADMAP TO A TRUE CORPORATION
Teleconference with Investors February 20th, 2017
This presentation may include statements that present Vale's expectations about future events or results. All statements, when based upon expectations about the future, involve various risks and uncertainties. Vale cannot guarantee that such statements will prove correct. These risks and uncertainties include factors related to the following:
the countries where we operate, especially Brazil and Canada; (b) the global economy; (c) the capital markets; (d) the mining and metals prices and their dependence on global industrial production, which is cyclical by nature; and (e) global competition in the markets in which Vale operates. To obtain further information on factors that may lead to results different from those forecast by Vale, please consult the reports Vale files with the U.S. Securities and Exchange Commission (SEC), the Brazilian Comissao de Valores Mobiliarios (CVM), and the French Autorite des Marches Financiers (AMF), and in particular the factors discussed under "Forward Looking Statements" and "Risk Factors" in Vale's annual report on Form 20-F.
Vale: Roadmap to a True Corporation
Controlling Shareholders' Corporate Transaction Proposal Aiming at a New Corporate Governance to Vale
Expiration of Valepar's Current Shareholders' Agreement
Expiration of Valepar's New Shareholders' Agreement
Expiration of Vale's New Shareholders' Agreement
May 9th, 2017
November 10th, 2017 (renewable for 6 months)
November 9th, 2020 (with no renewal provision)
1 Execution of the Transaction
2 Transition Period
3 Target Governance
Defined Control (Valepar holding 54% of ON shares)
Valepar's New Shareholders' Agreement
No Defined Control (Control Block
Conversion of PN shares into ON shares (voluntary)
Vale's New Shareholders' Agreement (20% of ON shares)
No Defined Control
No Shareholders' Agreement
BM&FBovespa's Novo Mercado Segment
Formal Migration to BM&FBovespa's Novo Mercado Segment As Soon As Possible
3
Proposed Corporate Transaction Structure
The proposed transaction consists of a series of indivisible and interdependent components, being the effectiveness of each individual component subject to the successful performance of all other components
1
Voluntary Conversion of Preferred Shares into Common Shares
2
Change of Vale's Bylaws
3
Valepar Merge into Vale
Conversion rate of 0.9342 ON for each PN, based on the last 30 days' VWAP
In line with the rules of BM&FBovespa's Novo Mercado listing segment
Valepar Shareholders to become direct shareholders of Vale
Increase in the number of shares held by Valepar Shareholders by 10% (dilution of 3% for other shareholders)
4
Vale SA published this content on 20 February 2017 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 20 February 2017 10:22:12 UTC.
Vale S.A. is one of the world's leading metallurgy and mining groups. Revenues break down by family of products as follows:
- ferrous minerals and metals (80,2%): ferrous minerals (85.1% of revenues; 254 Mt sold in 2020), ferrous mineral granules (13.2%; 31.2 Mt), iron alloys and manganese (0.7%; 1.4 Mt), and other (1%);
- non-ferrous minerals and metals (17.9%): nickel, precious metals, and cobalt (69.7% of revenues; 211 Kt of nickel sold) and copper (30.3%; 247 Kt);
- coal (1.2%): metallurgical coal (2.9 Mt sold) and thermal coal (3 Mt);
- other (0.7%).
Revenues are distributed geographically as follows: Brazil (7.3%), the United States (2.6%), Americas (1.5%), China (57.8%), Japan (5.5%), Asia (8.2%), Europe (13.3%) and Middle East/Africa/Oceania (3.8%).
VALE S.A. 
