Vale : 09/06/2017 Vale clarifies on the election of members to the Board of Directors

1. Nomination of candidates to members of the Board of Directors.

As disclosed in the Notice to the Market dated August 24, 2017, the Company intends to call an Extraordinary Shareholders Meeting, to be held on October 18, 2017, for the election of effective and alternate members to the Board of Directors ('Meeting').

Any shareholder may nominate to the election up to two candidates to effective members and their relevant alternate members, although in order for such candidates to be included in the remote voting bulletin of the Meeting the shareholders shall observe the deadlines and requirements provided by CVM Rule No. 481/09. As a result, up to 35 days in advance to the expected date of the Meeting, that is, until September 13, 2017, holders of at least 0.5% of the total number of common shares or preferred shares of the Company may request the inclusion of candidates in the remote voting bulletin. Shareholders who exercise such right must inform if their nomination relates to the majority election or to a potential separate election, subject to the requirements provided in the Corporate Law.

Candidates nominated after the deadline provided above will not be included in the remote voting bulletin and, in accordance with CVM recommendations, the Company will grant publicity to such nominations by releasing a Notice to Shareholders.

The Company was informed by the parties of the shareholders' agreement signed on August 14, 2017 that they do not intend to nominate any candidate to the vacant seats of the Board of Directors.

2. Majority election proceeding.

Candidates nominated to the seats of effective and alternate members of the Board of Directors will be voted in a majority election process in which only holders of common shares of the Company will be entitled to vote, according to Vale's By-laws. The two candidates that receive the higher number of votes in the Meeting will be elected to the Board of Directors, together with their alternate members, provided that, in case of a separate voting process as described in item 3 below, only one effective member and its relevant alternate member will be elected through the majority voting.

3. Separate election proceeding by non-controlling holders of common and preferred shares.

Corporate Law grants the right to elect one effective member and one alternate member to the Board, in a separate voting, to non-controlling holders of (i) common shares representing at least 15% of the voting capital, and (ii) preferred shares without, or with limitations to, the right to vote representing at least 10% of the share capital. Given that as a result of the voluntary conversion of preferred shares into common shares completed on August 11, 2017 ('Voluntary Conversion'), preferred shares that remained outstanding represent less than 6% of the share capital of Vale, such shareholders will not have the right to elect alone one member in a separate voting under the rule of the Corporate Law.

However, if neither the holders of common shares nor the holders of preferred shares reach the percentages mentioned above, these shareholders will have the right to aggregate their shares in order to elect one member in a separate voting under article 141, §5º of the Corporate Law.

The right to elect a member in a separate voting will be granted only to shareholders who prove their holdings continuously for 3 consecutive months, provided that the Company will consider for such purposes that common shares resulting from the Voluntary Conversion are shares held continuously by their holders.

If shareholders elect one member to the Board of Directors in a separate voting, they will not be able to participate in the majority voting for the remaining seat with the shares that they have used in the separate voting process, in order to avoid such shares voting twice. In addition, shares that are used in the majority voting process may not be used in the separate election proceeding.

4. Other information on the election.

Other information regarding the nomination and election of members to the Board of Directors will be included in the remote voting bulletin, in the call notice and in the Shareholders Participation Manual for the Meeting, which will be released at the time the Meeting is called and which will be available to shareholders of the Company in its Investors Relations website (www.vale.com/investors), in the Brazilian Securities Commission website (www.cvm.gov.br) according to CVM Rule No. 481/09, and in B3's website (http://www.b3.com.br/).