Vale : 06/27/2017 Approval of Corporate Restructuring Proposal by the Extraordinary Shareholders' Meeting

Resolution

Type of share

Approved

Rejected

Abstained

Total Voting

i. Voluntary conversion of class "A" preferred shares issued by Vale into common shares at the ratio of 0.9342 common shares to each class "A" preferred share classe A

PN

827,724,778

385,722,490

97,374,940

1,310,822,208

ii. Amendment of Vale's By-Laws to adapt them, as much as

possible, to the rules of the "Novo Mercado" special listing segment of BM&FBOVESPA S.A. - Bolsa de Valores Mercadorias e Futuros

stock exchange, as well as to implement certain adjustments and improvements.

PN

1,265,330,362

43,532,697

1,959,149

1,310,822,208

iii. Pursuant to articles 224, 225, 227 and 264 of Law 6,404/1976, the Instrument of Filing and Justification of Merger of Valepar S.A., Vale's controller, into the Company, including rendering of Valepar's assets to Vale as a result of the transaction.

PN

826,781,971

385,603,869

98,436,368

1,310,822,208

iv. Ratify the appointment of KPMG Auditores Independentes, a

specialized company nominated by the boards of Vale and Valepar to appraise Valepar's shareholders' equity, for the purposes of its

merger into the Company

PN

824,907,301

385,621,472

100,293,435

1,310,822,208

v. Appraisal Report of Valepar's shareholders' equity, prepared by the specialized company mentioned above.

PN

824,962,259

385,632,074

100,227,875

1,310,822,208

vi. Merger of Valepar into the Company, with an issuance of 1,908,980,340 new common shares of Vale to replace 1,716,435,045 common shares and 20,340,000 preferred shares

issued by Vale currently held by Valepar, which will be cancelled as a result of such merger

PN

826,738,839

385,663,815

98,419,554

1,310,822,208

vii. As a result of item vi, the consequent amendment of the head paragraph of Art 5. of the Company's By-Laws.

PN

922,316,455

385,608,571

2,897,182

1,310,822,208

Resolution

Type of share

Approved

Rejected

Abstained

Total Voting

i. Voluntary conversion of class "A" preferred shares issued by Vale into common shares at the ratio of 0.9342 common shares to each class "A" preferred share classe A

ON

666,710,882

32,281,769

1,924,416,394

2,623,409,045

ii. Amendment of Vale's By-Laws to adapt them, as much as

possible, to the rules of the "Novo Mercado" special listing segment of BM&FBOVESPA S.A. - Bolsa de Valores Mercadorias e Futuros

stock exchange, as well as to implement certain adjustments and improvements.

ON

2,596,404,143

24,296,283

2,708,619

2,623,409,045

iii. Pursuant to articles 224, 225, 227 and 264 of Law 6,404/1976, the Instrument of Filing and Justification of Merger of Valepar S.A., Vale's controller, into the Company, including rendering of Valepar's assets to Vale as a result of the transaction.

ON

660,623,310

31,780,628

1,931,005,107

2,623,409,045

iv. Ratify the appointment of KPMG Auditores Independentes, a

specialized company nominated by the boards of Vale and Valepar to appraise Valepar's shareholders' equity, for the purposes of its

merger into the Company

ON

657,730,113

31,739,838

1,933,939,094

2,623,409,045

v. Appraisal Report of Valepar's shareholders' equity, prepared by the specialized company mentioned above.

ON

659,705,734

31,864,315

1,931,838,996

2,623,409,045

vi. Merger of Valepar into the Company, with an issuance of 1,908,980,340 new common shares of Vale to replace 1,716,435,045 common shares and 20,340,000 preferred shares

issued by Vale currently held by Valepar, which will be cancelled as a result of such merger

ON

661,509,060

31,853,178

1,930,046,807

2,623,409,045

vii. As a result of item vi, the consequent amendment of the head paragraph of Art 5. of the Company's By-Laws.

ON

2,583,209,212

31,855,032

8,344,801

2,623,409,045