Slide 1: On the Way to a New and Better Governance
ON THE WAY TO A NEW AND BETTER GOVERNANCE July 2017
Slide 2: Disclaimer
2 isclaime This announcement may include statements that present Vale's expectations about future events or results. All statements, when based on future expectations, involve various risks and uncertainties. Vale can not guarantee that such statements will be correct. These risks and uncertainties
Slide 3: How Governance work today?
3 How Governance work today?
Slide 4: Procedures of Vale's current governance
4 Procedures of Vale's current governance 49.0% 21.2% 11.5% 18.2% • Control exercised since privatization in 1997 by Valepar with 33.7% of the total Voting Voting Voting Voting capital and 53.8% of the common shares instruction instruction instruction instruction • Existence of several levels of dec
Slide 5: What is the ongoing transformation?
What is the ongoing transformation?
Slide 6: Operation approved in the EGM of June 27
Operation approved in the EGM of June 27 Voluntary Conversion • Conversion rate of 0.9342 ON for of Preferred Shares each PN (based on market prices) into Common Shares • Unification of share classes • Difusion of • Merge of Valepar by Vale with a shareholding Valepar Merge into 10% premium and migr
Slide 7: What are the benefits and points of attention?
What are the benefits and points of attention?
Slide 8: Benefits and points of attention for minority investors in the conversion
Benefits and points of attention for minority investors in the conversion Examples of Benefits Points of attention for migration • Potential valuation of shares Migration to common shares • Increase in the representation of (higher-priced share class), with minority shareholders exchange ratio of 0.
Slide 9: Historical spread between the ON and PN shares of Vale
Historical spread between the ON and PN shares of Vale Historical Spread Valuation of the share in similar transactions ONs vs PNs % valuation, 60 after transaction Média Average Proposal Proposta 20.0% 18.0% 16.0% 22.3 14.0% 12.0% 10.0% 8.0% 6.0% 18.8 4.0% 2.0% 0.0% 30d 30 60d 60 90d 90 6m 6 1 1y a
Slide 10: What to do and what is the timeline?
What to do and what is the timeline?
Slide 11: Implementation Schedule
Implementation Schedule July August Week started in: Week started in : 2 9 16 23 30 11 13 20 27 • 28 June – 11 August: Vale Voluntary • 11 August: End of Conversion Period Conversion Period Required minimum adhesion of 54.09% of the preferred shares until August 11, 2017 to enable the transaction 11
Slide 12: Procedures for voluntary conversion of shares
Procedures for voluntary conversion of shares The shareholder should contact his bank and / or brokerage firm and request the conversion of PN shares before August 11, 2017 13
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