Rio de Janeiro, June 5th, 2017 - Vale S.A. ('Vale' or the 'Company') informs that, in addition to material facts disclosed on February 20, 2017 and May 11, 2017, Valepar S.A. ('Valepar'), as instructed by Valepar's shareholders Litel Participações S.A., Litela Participações S.A., Bradespar S.A., Mitsui & Co., Ltd. and BNDES Participações S.A. - BNDESPAR (together, the 'Shareholders'), clarified that the Shareholders will not renew the shareholders' agreement of Vale ('Vale Agreement'), which will be executed on the date of approval of the merger of Valepar into Vale at a shareholder's meeting of Valepar, with a term ending on November 9, 2020.

In light of this clarification, certain adjustments have been implemented, at the request of Valepar, on article 51 and on paragraph 7 under article 51 of the proposed amended bylaws of Vale and the Report on the proposed amendments, including the origin and the justification of the amendments and the analysis of their legal and economic effects, pursuant to the article 11 of CVM Instruction 481/2009, which are Exhibits VI and VII to the Manual for Participation in the Vale S.A. Extraordinary Shareholders' Meeting convened for June 27, 2017. The purpose of these adjustments is to clarify that the exemption in favor of the Shareholders to the obligation to make a tender offer (OPA), as set forth in article 51 of the proposed bylaws of Vale, will only be effective through the end of the original term of the Vale Agreement, which is November 9, 2020. Therefore, any potential renewal of the Vale Agreement beyond this date would trigger the obligation to make an OPA, if the signatories to the Vale Agreement continue to collectively own more than 25% of the total capital stock or of the common shares of Vale.

For further information, please contact:
+55-21-3485-3900

André Figueiredo: andre.figueiredo@vale.com
Carla Albano Miller: carla.albano@vale.com
Fernando Mascarenhas: fernando.mascarenhas@vale.com
Andrea Gutman: andrea.gutman@vale.com
Bruno Siqueira: bruno.siqueira@vale.com
Claudia Rodrigues: claudia.rodrigues@vale.com
Denise Caruncho: denise.caruncho@vale.com
Mariano Szachtman: mariano.szachtman@vale.com
Renata Capanema: renata.capanema@vale.com

This press release 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: (a) 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 Comissão de Valores Mobiliários (CVM), and the French Autorité des Marchés Financiers (AMF), and in particular the factors discussed under 'Forward-Looking Statements' and 'Risk Factors' in Vale's annual report on Form 20-F.


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Vale SA published this content on 05 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 05 June 2017 12:11:07 UTC.

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