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United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the

Securities Exchange Act of 1934

For the month of

April 2013

Vale S.A.

Avenida Graça Aranha, No. 26
20030-900 Rio de Janeiro, RJ, Brazil

(Address of principal executive office)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

(Check One) Form 20-F x  Form 40-F o

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1))

(Check One) Yes o  No x

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7))

(Check One) Yes o  No x

(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

(Check One) Yes o  No x

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82-   .)

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VALE S.A.

PUBLICLY LISTED COMPANY

CNPJ 33.592.510/0001-54

ORDINARY AND EXTRAORDINARY GENERAL

SHAREHOLDERS MEETINGS CONVENING NOTICE

Shareholders of Vale S.A. (“Vale or Company”) are hereby invited to convene for the Ordinary and Extraordinary General Shareholders Meetings to be held on April 17, 2013 at 11A.M at Avenida das Américas 700, 2º andar, room 218 (auditorium), Città America, Barra da Tijuca, in the city of Rio de Janeiro, Brazil, for the purpose of discussing and deciding upon the matters set forth in the agenda below:

1. Ordinary General Shareholders Meeting

1.1                              Appreciation of the managements’ report and analysis, discussion and vote on the financial statements for the fiscal year ending December 31, 2012;

1.2                              Proposal for the destination of profits of the said fiscal year;

1.3                              Appointment of the members of the Board of Directors;

1.4                              Appointment of the members of the Fiscal Council; and

1.5                              Establishment of the remuneration of the Senior Management and Fiscal Council members, and ratification of the remuneration paid in the fiscal year of 2012.

2. Extraordinary General Shareholders Meeting

2.1                              Proposal to amend the Company’s By-laws, as follows:

(i)                                    the addition of a sole paragraph to Article 1, the modification of the paragraph 1 of Article 10, the adjustment of the paragraph 1 of Article 11 and the addition of a new paragraph 3 to Article 10, and the adjustment of paragraph 6 of Article 11, in order to adapt the Vale’s By-laws to the mandatory minimum clauses, respectively, on items 1.1, 4.6, 4.3 e 4.5 of the Corporate Governance Level 1 Listing Rules of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros;

(ii)                                renumber paragraphs 3 and 4 of Article 10, pursuant to item (i) above;

(iii)                            to exclude from the caput of Article 11 the obligation of the members of the Board of Directors being shareholders of Vale, in accordance with Law nº 12.431/12;

(iv)                             to include in the sole paragraph of Article 12 the possibility of holding the Board of Directors meeting by  teleconference, videoconference or other means of communication;

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(v)                                 the adjustment of item XXV of Article 14 to replace the term “fixed assets” by “non-current assets” in order to harmonize it with the new denomination given by the Law nº 11.941/09;

(vi)                             to exclude the item IV of Article 24 considering that the Fiscal Council, acting as audit committee for the purpose of the Law Sarbanes-Oxley (Sarbox), already analyzes the annual management report and the financial statements of the Company;

(vii)                         the addition on the caput of Article 29 of the possibility that the Executive Officers may participate in Executive Board Meetings by any means of communication that could ensure the effective participation and the authenticity of the vote;

(viii)                     to exclude from §1º of Article 35 the restriction of the expiry date of the ad negotia power of attorneys to December 31 of each year;

(ix)                             the replacing on the item I of Article 43 of the mention to the Exhaustion Reserve by Tax Incentive Reserve, once that the tax incentive related to that reserve expired in 1996; and

2.2                              The consolidation of the By-laws to reflect the amendments.

According to CVM Rule 165/91 amended by CVM Rule nº 282/98, a shareholder must hold at least 5% (five percent) of the Company’s voting capital in order to request the cumulative voting system.

All documentation pertaining to the matters to be discussed in the Ordinary and Extraordinary General Shareholders Meetings is available to shareholders at Vale’s headquarters, on its website (http://www.vale.com) and at the websites of the Brazilian Securities and Exchange Commission (http://www.cvm.gov.br), of the BM&FBovespa S.A. — Bolsa de Valores, Mercadorias e Futuros, the São Paulo Stock Exchange (www.bmfbovespa.com.br), of the Securities and Exchange Commission of the United States (www.sec.gov) and of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk).

Shareholders who wish to attend the meeting shall present their IDs badges and the proof of their shareholding participation interest to be issued by the depositary financial institution.  Each Shareholder entitled to attend and vote at the meetings is entitled to appoint a proxy or, where permitted, more than one proxy, to attend and vote instead of him. A proxy must be either a Shareholder, a manager (Director or Executive Officer) of Vale, an attorney-at-law registered with the Brazilian Bar Association or a financial institution. Proxies shall be granted pursuant to Article 126 of the Brazilian Corporate Law, being not more than one year prior to the meeting, and, in the event of the issuance in a language other than Portuguese, such documents as well as any corporate documents, if applicable, shall be followed by a Portuguese translation, all duly notarized and consularized.

In order to speed up the meeting constitution process, shareholders who shall be represented by proxy may send the respective power of attorney to our offices 72 (seventy-two) hours in advance of the meeting herein convened.

Rio de Janeiro, March 13th, 2013.

Dan Conrado

Chairman of the Board of Directors

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PROPOSAL FOR THE DESTINATION OF NET INCOME

FOR THE YEAR ENDED DECEMBER 31, 2012

Dear Members of the Board of Directors

The Executive Officers’ Board of Vale S.A. (Vale), in lieu with Article 192 of Law #6,404 (as amended by Laws #10,303 and #11,638) and Articles 41 to 44 of Vale’s Bylaws, hereby presents to the Board of Directors the proposal for the destination of net income incurred in the fiscal year ended December 31, 2012.

The net income for the year, according to the income Statement, amounted to R$9,733,695,883.37 (nine billion, seven hundred thirty-three million, six hundred ninety-five thousand, eight hundred and eighty-three billion reais and thirty-seven cents), accounted as per the norms and pronouncements issued by the Brazilian Securities and Exchange Commission rules (CVM) / Accounting Standards Committee (CPC). The net profits added to the unrealized income reserve, in the amount of R$740,519,589.90 (seven hundred and forty million, five hundred nineteen thousand five hundred and eighty-nine reais and ninety cents) totalizes R$10,474,215,473.27 (ten billion, four hundred seventy-four million, two hundred and fifteen thousand, four hundred and seventy-three reais and twenty-seven cents) for which the following destination is hereby proposed:

I -                                             LEGAL RESERVE

To this reserve must be allocated 5% of net income of the year up to the limit of 20% (twenty percent) of Social Capital by force of Article 193 of Law #6,404 and in the Article 42 of Vale’s Bylaws, that is, R$486,684,794.17 (four hundred eighty-six million, six hundred eighty-four thousand, seven hundred ninety-four reais and seventeen cents).

The allocation to this reserve shall not be recorded in the year in which the balance of the legal reserve, plus the amount of capital reserves (Article 182 of Law #6,404/76) exceeds 30% of the social capital.

II -                                        TAX INCENTIVE RESERVES

Vale is entitled to an income tax reduction on regulated exploitation profits, as defined: (a) Establishment Report #023/2007 issued by the Agência de Desenvolvimento da Amazônia — ADA, currently known as Superintendência de Desenvolvimento da Amazônia - SUDAM (Amazonian Development Institution) related to tax incentives granted to copper extraction in the State of Pará; (b) Report Establishing #105/2009 and Declaration # 10/2009 issued by the Superintendência de Desenvolvimento da Amazônia - SUDAM related to tax incentives granted for the extraction of iron ore in the State of Pará; and (c) Establishmnet Report t #40/2011 issued by the Superintendência de Desenvolvimento da Amazônia - SUDAM related to tax incentives granted to pelletizing plant of São Luiz in the State of  Maranhão.

Vale is also user of the Reinvestment Benefit issued by SUDAM and SUDENE (Northeaster Superintendence) which allows the entity to spend part of the income tax due, reinvesting the money with the aquisition of equipments for the operational plants on de SUDAM and SUDENE areas.

According to tax law (article 545 of Income Tax Regulation) the amount benefited and not payed to ITR is not available to shareholders and must be accounted in a specific reserve in the shareholders’ equity exclusive to increase capital or to absorb losses.

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As mentioned above and exposed on article 195-A, Federal Law#6,404, included by Federal Law #11,638, we propose the amount of R$599,031,296.74 (five hundred ninety-nine million, thirty-one thousand two hundred and ninety-six reais and seventy-four cents) to that Reserve, equal to total tax not withdrawn by Vale due to fiscal benefits mentioned above.

III -                                   DIVIDENDS/INTEREST ON SHAREHOLDERS’ EQUITY

Pursuant to Article 42 of  Vale’s Bylaws, after establishing the legal reserve, the proposed allocation of the remaining amount of the net income at the end of each fiscal year shall be submitted to the Annual Shareholders’ Meeting by  the Board of Directors, considering that the amount of interest paid or accrued as interest on shareholders’ equity, according to Article 9, Paragraph 7 of Law #9,249/95, and the applicable laws and regulations, may be attributed to the mandatory dividend and the minimum annual dividend for preferred shares, which shall integrate the amount of dividends distributed by the company for all legal effects. Pursuant to Article 44 the Bylaw, at least 25% of annual net income, adjusted under the legislation shall be allocated to dividend payments.

The adjusted net income, which for 2012 amounted to R$8,647,979,792.46 (eight billion, six hundred forty-seven million, nine hundred and seventy-nine thousand, seven hundred and ninety-two reais and forty-six cents), equals to net income of the year of R$9,733,695,883.37 (nine billion, seven hundred thirty-three million, six hundred and ninety-five thousand, eight hundred and eighty-three reais and thirty-seven cents), reduced of the amount of the constituted legal reserve of R$486,684,794.17 (four hundred eighty-six million, six hundred eighty-four thousand, seven hundred ninety-four reais and seventeen cents), and the destination to tax incentives reserve of R$599,031,296.74  (five hundred ninety-nine million, thirty-one thousand two hundred and ninety-six reais and seventy-four cents). Thus, the minimum mandatory dividend of 25% of adjusted net income as dividends amounts to R$2,161,994,948.12 (two billion, one hundred and sixty-one thousand million, nine hundred ninety-four thousand, nine hundred forty-eight reais and twelve cents), which corresponds to R$0.419529916  per outstanding common and preferred share.

Persuant to Article 5, Paragraph 5 of Vale’s Bylaws, the holders of preferred classes A and golden shares are  entitled to participate in the dividend to be distributed, calculated in accordance with Chapter VII of Vale’s Bylaws as per the following criteria:

(a)             priority to receive dividends corresponding to (i) at least 3% (three percent) of the shareholders’ equity share value, calculated based on the financial statements used as reference for the payment of dividends or (ii) 6% (six percent) calculated over the part of capital represented by this class of shares, whichever is the higher among them;

(b)             right to participate in the profits distributed, on equal terms with common shares after assured to them a dividend equal to the minimum annual dividend established in accordance with the paragraph “a” above.

On December 31, 2012, the reference value for the minimum annual dividend of preferred shares, based on (a) 6% on preferred capital per outstanding preferred share is R$1,768,512,670.33 (one billion, seven hundred sixty-eight million, five hundred and twelve thousand, six hundred and seventy reais and thirty three cents), corresponding to R$0.898761480 per outstanding share or (b) 3% of the shareholders’ equity per outstanding preferred share, is R$1,907,360,838.32 (one billion, nine hundred and seven million, three hundred sixty thousand, eight hundred and thirty-eight reais and thirty-two cents), corresponding to R$0.969324381, per outstanding preferred share, whichever is higher.

Thus, the net income for the fiscal year is sufficient for the full payment of fixed or minimum dividends. There is no cumulative unpaid portion.

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Considering the total balance of mandatory dividend relative to fiscal year 2012, as noted, the prerogative to pay interest on shareholders’ equity, based on Articles 42, sole paragraph and 45 of Vale’s Bylaws, Vale´s actual financial situation, according to balance sheet related to 2012 and the option by equal shareholders treatment, the Executive Officers Board propose to ratify shareholders’ distribution during 2012, as dividends and interest on stockholders’ equity, in the total gross amount of R$ 9,388,499,388.36(nine billion, three hundred eighty-eight million, four hundred and ninety-nine thousand, three hundred and eighty-two reais and thirty-six cents) , under the terms stated in sequence, considered as advances of profit distribution for the year 2012:

a)        the distribution of interest on shareholders’ equity based on the Executive Officers Board proposal and approved by the Board of Directors, at the meeting held on April 13, 2012, in the total gross amount of R$3,273,899,382.36 (three billion, two hundred and seventy-three million, eight hundred and ninety-nine thousand, three hundred and eighty-two reais and thirty-six cents), equivalent to R$0.642281922 per outstanding common or preferred share, based on March 2012 balance, paid from April 30, 2012.

b)        the distribution of interest on shareholders’ equity based on the Executive Officers Board proposal approved by the Board of Directors, at the meeting held on October 16, 2012 in the total gross amount of R$6,114,600,000.00 (six billion, one hundred and fourteen million six hundred thousand reais), equivalent to total gross value of R$1.186523412 per outstanding common or preferred share, R$3,404,600,000.00 (three billion, four hundred and four million six hundred thousand reais) as dividends and R$2,710,000,000.00 (two billion and seven hundred and ten million reais) based on June 2012 balance, paid from October 31, 2012.

This way, obligatory dividend was fully paid, with no retained-amount.

Attached below is a comparison chart of the net income per share and of the payment to shareholders in the last three years:

Note: Same amounts for all species and classes of shares issued by Vale.

IV -                           SUMMARY

This proposal covers the following allocation of net income for the year 2012:

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Based on the foregoing, we hereby submit to the Board of Directors the present proposal, as resolved by the Executive Officers Board.

Rio de Janeiro, February 26, 2013.

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Annex to the Proposal for earnings distribution relative to the fiscal year ended December 31, 2012

Under Article 9, § 1, II and Annex 9-1-II of CVM Rule No. 481/09, we highlight the following:

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BOARD OF DIRECTOR´S REPORT ON MANAGEMENT REPORT AND ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

The Board of Directors of Vale S.A. (“Vale”), after conducting the analysis of the managements’ report as well as of the financial statements for the fiscal year ended December 31, 2012, unanimously resolved to approve such proposal.

Due to the resolution above, the Board of Directors is favorable to the submission of such documents to the shareholders resolution at the Ordinary General Shareholder Meeting to be held in April, 2013.

Rio de Janeiro, February 27, 2013.

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BOARD OF DIRECTOR’S REPORT ON PROPOSAL FOR THE DESTINATION OF EARNINGS FROM THE FISCAL YEAR ENDED DECEMBER 31, 2012

The Board of Directors of Vale S.A. (“Vale”), after conducting the analysis of the Executive Officer Board’s proposal for the destination of profits earned in the fiscal year ended December 31, 2012, is favorable to the submission of such proposal to the shareholders resolution at the Ordinary General Shareholder Meeting to be held in April, 2013.

Rio de Janeiro, February 27, 2013.

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OPINION OF THE FISCAL COUNCIL ON THE PROPOSAL FOR THE DESTINATION OF EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2012

The Fiscal Council of Vale SA (“Vale”) in carrying out its legal and statutory duties, having examined the Proposal of the Board for the destination of earnings for the year ended 31 December, 2012, is of the opinion that the mentioned information that should be approved by the Annual Stockholders’ General Meeting of the Company.

Rio de Janeiro, February 27th, 2013.

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OPINION OF THE FISCAL COUNCIL ON THE ANNUAL REPORT AND FINANCIAL STATEMENTS OF VALE S.A. FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012.

The Fiscal Council of Vale S.A. (“Vale”), in carrying out its legal and statutory duties, after examining the Company’s Annual Report, Balance Sheet, Statement of Income, Statement of Comprehensive Income, Statement of Cash Flows, Statement of Changes in Stockholders’ Equity, Statement of Added Value and the respective Notes of the Financial Statements relative to the fiscal year ended December 31, 2012 and based on the opinion of the independent auditors, is of the opinion that the mentioned information, examined in accordance with applicable corporate legislation should be approved by the Annual Stockholders’ General Meeting of the Company.

Rio de Janeiro, February 27th, 2013.

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Report from the Controllership Committee on the Management Report and the Financial Statements

The Controllership Committee of Vale SA (“Vale”), under the terms of Article 24, subsection IV, of its By-laws, having examined the Annual Managment Report and Financial Statements for the year ending 2012, recommends the approval of said reports by the Board.

Rio de Janeiro, February 26th, 2013

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MANUAL FOR PARTICIPATION IN THE VALE S.A. SHAREHOLDERS’ ANNUAL AND SPECIAL MEETINGS

I — Notice of Meeting

The Shareholders of Vale S.A. (“Vale”) are hereby called to the Shareholders’ Annual and Special Meetings which will convene, cumulatively, on April 17, 2013, at 11:00 AM, at Avenida das Américas nº 700, 2º andar, Sala 218 (auditory), Città America, Barra da Tijuca, in this City [Rio de Janeiro], in order to deliberate on the following Agenda:

Shareholders’ Annual Meeting

1.1            Evaluation of the management’s annual report and, analysis, discussion, and vote on the financial statements for the fiscal year ending on December 31, 2012;

1.2            Proposal for the destination of profits for the 2012 fiscal year;

1.3            Election of the members of the Board of Directors;

1.4            Election of the members of the Fiscal Council; and

1.5            Establishment of the remuneration of the senior management and members of the Fiscal Council for the year 2013, as well as

the annual global remuneration supplementation for the 2012.

Shareholders’ Special Meeting

2.1                      Proposal to amend the Articles of Incorporation of Vale, in order to:

(i)                                    Include a Sole Paragraph in Article 1, amend §1 of Article 10, amend §1 of Article 11, and include a new § 3 in Article 10, and also amend § 6 of Article 11, in order to adapt the By-Laws of Vale  to the statutory clauses required under items 1.1, 4.6, 4.3, and 4.5, respectively, of the Corporate Governance Level 1 Listing Regulation of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros [São Paulo Stock Exchange];

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(ii)                                renumber paragraphs 3 and 4 of Article 10, in view of the provisions of item (i) above;

(iii)                            exclude from the caption of Article 11 the mandatory requirement for the members of the Board of Directors to be shareholders of Vale, pursuant to the provisions of Law No. 12.431/2012;

(iv)                             include in the Sole Paragraph of Article 12 the possibility of holding Board of Directors’ meetings via teleconference, videoconference, or other means of communication;

(v)                                 amend item XXV of Article 14 to substitute the term “fixed assets” for “non-current assets” in order to adapt it to the new term used under Law No. 11.941/2009;

(vi)                             exclude item IV from Article 24 due to the fact that the Fiscal Council, in the capacity of audit committee, for the purposes of the provisions under the Sarbanes-Oxley Act (Sarbox), already analyzes the annual management report and the financial statements of the company;

(vii)                         include in the caption of Article 29 the possibility of the Executive Directors to participate in the Executive Directors Meetings through any means of communication that can ensure the effective attendance and the authenticity of votes;

(viii)                     exclude from §1 of Article 35 the limitation of validity term of ad negotia powers of attorney to December 31 of each year; e

(ix)                             substitute in item I of Article 43 the term Depletion Reserve for Fiscal Incentive Reserve, since the fiscal incentive related to that reserve has expired in 1996; and

2.2                              Consolidation of the Articles of Incorporation to reflect the amendments approved.

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II — Procedures and Deadlines for participation in the Meetings

In order to participate in the General Meetings of the Company, the shareholders must present an identity document and proof of ownership of Vale’s shares issued by the depositary financial institution. Any shareholder may designate a representative, or more than one depending on the case, through power of attorney, to attend the Shareholders’ Meetings and vote in his or her name. In the event of a proxy, the shareholder must abide by the terms of Article 126 of Law No. 6.404/1976, and it is certain that the representative must have been designated less than one (1) year prior, and must also qualify as a shareholder, senior manager, attorney duly registered with the Brazilian Bar Association, or be a financial institution. In the case of powers of attorney issued in a foreign language, said power of attorney must be accompanied by the company’s by-laws, in the case of a corporation, and the Portuguese translation of said power of attorney, duly notarized and consularized. Under item 5 of this manual, there appears a model of power of attorney to be used as mere reference by the shareholders.

For the purpose of expediting the process of conducting the Meetings, those shareholders represented through a power of attorney may, at their sole and exclusive discretion, send the representative documents seventy-two hours (72) prior to the Meetings, to the following address:

Attn.: Investors Relations Director

Av. Graça Aranha, 26, 12º andar

Centro — Rio de Janeiro — RJ

Regarding the above stated deadline, we point out that the shareholder who appears by the start of the Meetings with the required documents is entitled to participate and vote, even if he or she have not sent them in advance.

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III— The Right to Vote

Pursuant to Article 5 of Vale’s By-Laws, each common share, each class “A” preferred share, and each special class preferred share allows for one vote in the deliberations of the General Meeting, and it is certain that class “A” and special preferred shares have the same political rights than the common shares, except for voting to elect members of the Board of Directors, excluding the provisions of §2º and §3º of Article 11 of the By-Laws, as well as the right to elect and dismiss a member of the Fiscal Council and its respective substitute.

Pursuant to §2 and 3 of Article 11 of the By-Laws, and Article 141 of Law No. 6.404/1976, the majority of the members will have the right to elect and dismiss 1 (one) member and his or her substitute on the Board of Directors in a separate voting session at the general assembly, excluding the controlling shareholder, respectively, holders of: (i) common shares, who represent at least 15% (fifteen percent) of the total number of voting shares; and (ii) preferred shares, who represent at least 10% (ten percent) of the capital stock.

If it is verified that neither the holders of common shares nor holders of preferred shares, respectively, reach the above- required quorum , they will have the option to aggregate their shares in order to jointly elect a Board of Director’s member and his or her substitute; although this hypothesis must comply with a minimum quorum of 10% (ten percent) of the capital stock.

We point out, however, that such prerogatives can only be exercised by shareholders who prove that they have uninterruptedly held their shareholdings, as required, for a minimum period of three (3) months immediately prior to the general meeting that elects the members of the Board of Directors.

IV — Subject matters of the Agenda of the Shareholders’ General and Special Meetings

All documents regarding the agenda of the Vale Shareholders’ General and Special Meetings are available to the shareholders at the main offices of Vale, on the Company’s web site (http://www.vale.com), and on the web sites of the Brazilian Securities and

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Exchange Commission (www.cvm.gov.br), the BM&FBovespa S.A. — São Paulo Stock Exchange (www.bmfbovespa.com.br), the Securities and Exchange Commission (www.sec.gov), and The Stock Exchange of Hong Kong Limited (www.hkex.com.hk).

4.1                               Evaluation of the management’s annual report and analysis, discussion, and vote on the financial statements for the fiscal year ending on December 31, 2012

In order to deliberate on this issue, the following documents will be available to the shareholders: (a) the Annual Management Report, the Financial Statements and the Opinion of the Independent Auditors — PricewaterhouseCoopers Auditores Independentes, which will be published as required by current legislation; (b) the Opinions of the Board of Directors, the Fiscal Committee and the Accounting Committee, the first two dated 02/27/2013 and the last dated 02/28/2013.

4.2                               Proposal for the destination of profits for the 2012 fiscal year

In order to deliberate on this issue, the following documents will be available to the shareholders: (a) the Proposal of the Senior Management for the destination of profits for the fiscal year ended on 12/31/2012; (b) the Attachment to the proposal, pursuant to CVM Instruction No. 481/09 (Attachment 9-1-II); (c) the Opinions of the Board of Directors and the Fiscal Council regarding the destination of profits, the first two of which dated 02/27/2013 and the last one dated 02/26/2013.

4.3                             Election of the members of the Board of Directors of Vale

Pursuant to Article 11 of Vale’s By-Laws, the Board of Directors is composed of eleven members and their respective substitutes, who are shareholders of the company. The mandate term for members of the Board of Directors is two years, and reelection is allowed. The election of the members of the Board of Directors shall comply with the provisions established under current legislation and those under Vale’s By-Laws.

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4.3.1 — Board Members appointed by the controlling shareholder, Valepar S.A.

Pursuant to the terms of Article 10 of CVM Instruction No. 481/2009, the information shown below (items 12.6 to 12.10 of the Referral Form) pertain to the candidates appointed for election / reelection by the controlling shareholder Valepar S.A. for effective and substitute members of the Board of Directors.

*Taxpayer ID number

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*Taxpayer ID number

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Main Professional experience:

Members:

Dan Antonio Marinho Conrado

Chairman of the Board of Directors and Member of the Strategic Committee of Vale since October 2012. His main professional experiences in the last five years include: (i) President of PREVI — Caixa de Previdência dos Funcionários do Banco do Brasil (since June/2012), supplemental pension fund entity; (ii) Chairman of the Board of Directors (since November/2012), and CEO of Valepar S.A. (since October/2012), controlling shareholder of Vale, a private company that operates as parent company; (iii) Substitute Member of the Board of Directors of Aliança do Brasil S.A. (since June/2010), a publicly-held insurance company; (iv) Substitute Member of the Board of Directors of BRASILPREV S.A. (January/ 2010 to March/2010), a publicly-held company of private pension fund; (v) Member of the Board of Directors of FRAS-LE S.A. (since April/2010), a publicly-held company that operates in the production of friction materials; (vi) Substitute Member of the Board of Directors of Mapfre BBSH2 Participações S.A. (since June/2011), a publicly-held insurance company; (vii) Marketing and Communications Director of Banco do Brasil S.A. (in 2009), a publicly-held financial institution, where he also worked as (viii) Distribution Director - São Paulo-SP (2010 to 2011); and (ix) Vice President for Retail, Distribution and Operations (December/2011 to May/2012); (x) Member of the Fiscal Council of Centrais Elétricas de Santa Catarina S.A. - CELESC (April/2000 to April/2002), a publicly-held company that operates in energy distribution; e (xi) Member of the Fiscal Council of WEG S.A. (April/2002 to April/2005), a publicly-held company that operates as engine manufacturer, and as a supplier of industrial electrical systems. He graduated on 12/27/2001 with a Law Degree from the Dom Bosco University, in Mato Grosso do Sul, and on 10/20/1998 obtained an MBA from the COPPEAD Foundation/Federal University of Rio de Janeiro, he also holds an MBA in Business Management from the INEPAD - Instituto de Ensino e Pesquisa em Administração/Federal University of Mato Grosso - UFMT, concluded in December of 2009.

Mário da Silveira Teixeira Júnior

Vice Chairman of the Board of Directors (since 2003), and Member of the Strategic Committee of Vale (since 2006). His main professional experiences include: (i) Vice Chairman of the Board of Directors of Valepar (since 2003), a private company that controls Vale (parent company); (ii) Member of the Board of Directors of Banco Bradesco (since 1999), where he holds the positions of (iii) Member and Coordinator of the Internal Control and Compliance Committee (since 2004), and (iv) Member of the Remuneration Committee (since 2004), and where he also worked as (v) Member and Coordinator of the Auditing Committee (from 2004 to 2009), (vi) Department Director (from 1984 to 1992),

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(vii) Executive Managing Director (from 1992 to 1998), and (viii) Executive Vice President (from 1998 to 1999); (ix) Member of the Board of Directors of Bradesco Leasing — Arrendamento Mercantil (since 1998), a privately-held leasing company where he worked as (x) Director (from 1992 to 1998); (xi) Member of the Board of Directors of Bradespar S.A. (since 2002), the parent company of Valepar; (xii) Member of the Board of Directors of Cidade de Deus — Companhia Comercial de Participações S.A. (since 2002), a holding company of non-financial institutions; (xiii) Diretcor of Nova Cidade de Deus Participações S.A. (since 2002), a holding company of non-financial institutions; (xiv) Director of Telecel Telecomunicações Ltda. (since 2005), a fixed [line] switched telephone service company (STFC); (xv) Director of NCF Participações S.A. (since 2002), a holding company of non-financial institutions; (xvi) Member of the Board of Directors of BBD Participações S.A. (since 2006), a holding company of non-financial institutions; (xvii) Member of the Board of Directors and Coordinator of the Strategic Committee of BSP Park Estacionamentos e Participações S.A. (since 2012), a holding company of non-financial institutions; (xviii) Member of the Board of Directors of Banco Espírito Santo de Investimento (from 2002 to 2009), a privately-held financial institution; (xix) Member of the Board of Directors of Banco BERJ (de 2011 a 2012), a publicly-held financial institution. He also held positions in publicly-held companies: (i) Member of the Board of Directors of Bradespar (2002 and 2000-01), a Valepar shareholder and holding company, where he also held the position of (ii) CEO (from 2001 to 2002); (iii) Member of the Board of Directors of Bradesplan Participações (in 1999, and from 2002 to 2006), a holding company whose capital was privatized in 2006, and where he worked as (iv) Director (1998), and (v) CEO (from 2001 to 2002); (vi) Member of the Board of Directors of CPFL Energia (in 2001, and from 2003 to 2006), a holding company; (vii) Member of the Board of Directors of CPFL Geração de Energia (2001 and 2003-05), a holding company; (viii) Member of the Board of Directors of CPFL (from 1997 to 2000 and from 2001 to 2005), a company that operates in the distribution of electrical energy; (ix) Full Member of the Board of Directors of Cia. Piratininga de Força e Luz (de 2003 a 2005), a company that operates in the distribution of electrical energy; (x) Active Member of the Board of Directors of CSN (from 1996 to 2000), a steel mill; (xi) Member of the Board of Directors of COFAP (from 1996 to 1997), whose capital was privatized in 2002, and operates in the manufacturing of vehicle accessories; (xii) Active Member of the Board of Directors of Tigre S.A. (from 1997 to 1998), whose capital was privatized in 2003, and operates in the manufacturing of plastic piping and accessories for construction; (xiii) Member of the Board of Directors of VBC Energia (from 1997 to 2000, and from 2003 to 2005), whose capital was privatized in 2011, and operates as a holding company, where he also worked as (xiv) Chairman of the Board of Directors (from 2001 to 2003); (xv) Member of the Board of Directors of São Paulo Alpargatas (from 1996 to 1999), a company operating in the preparation and milling of cotton fiber; (xvi) Substitute Member of the Board of Directors of Net Serviços de Comunicação (from 1998 to 2000), which provides cable television services by subscription; (xvii) Member of the Board of Directors of Banco Bradesco BBI (2004), a

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financial institution which was privatized in 2004; (xviii) Substitute Member of the Board of Directors of Rio Grande Energia (from 1997 to 2000), which operates in energy distribution; and (xix) Member of the Board of Directors of Scopus Tecnologia (from 1992 to 1994) (capital was privatized in 1992), a retailer of computer equipment and supplies]. He also held higher management positions in the following companies which are currently extinct: (i) Pevê Prédios; (ii) Banco Baneb; (iii) Banco BCN; (iv) Banco BEA; (v) Banco BEC, (vi) Bancocidade - Leasing Arrendamento Mercantil; (vii) Banco de Crédito Real de Minas Gerais; (viii) Banco Mercantil de São Paulo; (ix) Baneb Leasing; (x) Boavista S.A.; (xi) Pevê Finasa Participações e Prédios; (xii) Finasa Leasing Arrendamento Mercantil; and (xiii) Banco Bradesco de Investimento. He has a degree in Civil Engineer (December/1970), and in Business Management (December/1980), both from the Universidade Presbiteriana Mackenzie [Mackenzie Presbyterian University].

Marcel Juviniano Barros

Member of the Board of Directors of Vale since October 2012, and member of the Executive Development Committee of Vale since February/2013. His main professional experiences include: (i) Director of Pension Funds of PREVI — Caixa de Previdência dos Funcionários do Banco do Brasil (since June/2012), a supplemental pension fund entity; (ii) during his 34 year career, he held several positions at Banco do Brasil S.A., a supplemental pension fund entity where he also worked as Union Auditor; and (iii) Secretary General of the Confederação Nacional dos Trabalhadores do Ramo Financeiro [National Confederation of the Financial Sector Employees], where he coordinated international networks. He has a degree in History from the FESB - Fundação Municipal de Ensino Superior de Bragança Paulista, where he graduated in 1995.

Robson Rocha

Full Member of the Board of Directors of Vale (from 2011) and Member of the Executive Development Committee (since February 2013). He is Vice President of Personnel Management and Sustainable Development of Banco do Brasil S.A. (since 2009), a publicly-held financial institution, where he also worked as Director (2008 to 2009). His main professional experiences include: (i) Vice President of the Board of Directors of CPFL Energia S.A. (from April/2010 to April/2011), a publicly-held parent company in the electrical energy sector; (ii) Member of the Board of Directors of Banco Nossa Caixa S.A. (from May to November of 2009), a financial institution which capital was privatized in 2009; (iii) Director of Banco do Brasil (from May/2008 to April/2009). He graduated with a degree in Business Administration from UNICENTRO — Newton Paiva, in Belo Horizonte, in December of 1998; he also graduated from Basic General Studies for High Executives from the UFMG [Federal University of Minas Gerais] in December of 1997, he has a graduate level degree in Strategic Management from the Federal University of Minas Gerais (UFMG),

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which he completed in December of 2001; he has an MBA in Finance from the Dom Cabral Foundation, from which he graduated in December of 2002, and a Masters Degree in Marketing from the Fundação Ciências Humanas — Pedro Leopoldo [Pedro Leopoldo Human Sciences Foundation], from which he graduated in December of 2001.

Nelson Henrique Barbosa Filho

Full Member of the Board of Directors of Vale (since 2011). His main professional experiences include: (i) Chairman of the Board of Directors of Banco do Brasil S.A. (since 2009), a publicly-held financial institution; (ii) Full Member of the Board of Directors of Brasil Veículos Cia. de Seguros (since 2011), a privately-held insurance company; (iii) Member of the Board of Directors of Brasilcap — Capitalização S.A. (2010 to 2011), a privately-held company which sells capitalization bonds; (iv) Executive Secretary of the [Brazilian] Ministry of the Treasury (since 2011), where he also worked as Secretary for Economic Policy (2008 to 2010), Secretary of Economic Oversight (2007 to 2008), and Deputy Secretary of Economic Policy (2006 to 2007); (v) Member of the Board of Directors of EPE — Empresa de Pesquisa Energética (2007 to 2009), a privately-held company that develops researches for the energy sector; and (vi) Advisor to the President of the Banco Nacional de Desenvolvimento Econômico Social — BNDES, a development bank (2005 to 2006). He graduated in March of 1992 with a degree in Economics from the Federal University of Rio de Janeiro (UFRJ), he has a Master Degree in Economics also from UFRJ, which he concluded in 1995, and a Ph.D. in Economics from the New School for Social Research, in the United States, which he concluded in January of 2002.

Renato da Cruz Gomes

Full Member of the Board of Directors of Vale, and Member of the Governance and Sustainability Committee (since 2001). His main professional experiences include such positions as Director and Full Member of the Board of Directors of Valepar S.A. (since 2001), controlling shareholder, a privately-held company which is Vale’s parent company and controlling shareholder, and Director of Investors Relations of Bradespar S.A. (since 2000), a publicly-held company and shareholder of Valepar S.A., which is also its parent company. He has also worked as senior manager of the following publicly-held companies: (i) Full Member of the Board of Directors of Aracruz Celulose S.A., currently Fibria S.A., a publicly-held company which operates in the production of cellulose from bleached eucalyptus fibers; (ii) Full Member of the Board of Directors of Iochpe-Maxion S.A., a publicly-held company that manufactures parts and accessories for automotive vehicles; (iii) Full Member of the Board of Directors of Bahia Sul Celulose S.A., currently Suzano Celulose S.A., a publicly-held company that produces cellulose and other pulps for paper manufacturers; (iv) Full Member of the Board of Directors of Globo Cabo S.A., currently Net Serviços de Comunicação S.A., a publicly-held company that provides cable television

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services by subscription, and (v) Substitute Member of the Board of Directors of Latasa Alumínio S.A., currently Rexam Beverage Can South America S.A., a company that was privatized and manufactures metallic packaging. He graduated in 1976 with a degree in Engineering from the Federal University of the State of Rio de Janeiro (UFRJ), and completed his graduate studies in Corporate Management at the Sociedade de Desenvolvimento Empresarial (SDE/IBMEC).

Fuminobu Kawashima

Full Member of the Board of Directors of Vale (since 2011). His main professional experiences include: (i) Representative Director, Executive Vice President of Mitsui & Co., Ltd. (since 2012), a publicly-held company and shareholder of Valepar S.A., which operates in foreign trading, where he also worked as Representative Director, Senior Managing Officer (from June/2011 to March/2012), Executive Director responsible for maritime and aerospace operations (2010 to 2011), Executive Director responsible for the energy operations (2007 to 2010), General Manager of Energy Operations (2005 to 2007), and General Manager of Natural Gas and Energy (from May to September of 2005). He also acted as Member of the Board of Directors of the following privately-held companies: (i) Japan Australia LNG (MIMI) Pty Ltd. (from 2005 to 2007), that operates in the oil and gas industry; (ii) Mitsui Oil Co., Ltd. (de 2007 a 2009), that sells petroleum products; and (iii) Kyokuto Petroleum Industries, Ltd. (2007 a 2009), an oil refinery. He graduated in Economics from the Hitotsubashi University, in Japan, in March of 1976, and concluded his graduate studies in Economic Development at the Keble College, Oxford, in June of 1980.

Oscar Augusto de Camargo Filho

Full Member of the Board of Directors of Vale (since 2003), Member of the Strategic Committee (since 2006) and Member of the Executive Development Committee (since 2003). His main professional experiences include: (i) Active Member of the Board of Directors of Valepar S.A. (since 2003), which is Vale’s controlling shareholder and a privately-held company that operates as Vale’s holding; and (ii) Partner of CWH Consultoria Empresarial (since 2003), a consulting company. He has also worked in senior management for the following publicly-held companies: (i) Chairman of the Board of Directors of MRS Logística S.A. (from 1996 to 2003), a publicly-held railway cargo transportation company; and (ii) CEO and Member of the Board of Directors of Caemi Mineração e Metalurgia S.A. (1996 to 2003), a public-held mining and steel mill company that merged with Vale in 2006. In December of 1963 de graduated with a Law Degree from the University of São Paulo (USP), and concluded his graduate studies in International Marketing at Cambridge University, in September of 1970.

Luciano Galvão Coutinho

Full Member of the Board of Directors (since 2007) and Member of the Strategic Committee of Vale (since 2009), a position he previously held (from 2005 to 2006). His

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main professional experiences include: (i) President of Banco Nacional de Desenvolvimento Econômico e Social — BNDES (since 2007), a development bank; (ii) Member of the Board of Directors of Petróleo Brasileiro S.A. — PETROBRAS (2009 to 2011), a publicly-held company of oil and gas prospection, and refinery and production of oil products; (iii) Partner of LCA Consultores (1995 to 2007), a consulting company; (iv) Partner of Macrotempo Consultoria (1990 to 2007), a consulting company; (v) Member of the Board of Directors of Ripasa S.A. Celulose e Papel (2002 to 2005), a publicly-held company that manufactures cellulose and paper. He was also (i) Member of the Board of Directors of Guaraniana, currently Neoenergia S.A., (2003 to 2004) a publicly-held holding company that operates in the electric energy sector; (ii) Member of the International Advisory Board of the Dom Cabral Foundation (since 2009), an educational institution focused on the development of executives, entrepreneurs, and companies; (iii) Member of the Board of Trustees of the Fundação Nacional da Qualidade (2009 to 2011), an entity focused on the development of the foundations of excellence in management; and (iv) Member of the Board of Directors of the Fundo Nacional de Desenvolvimento Científico e Tecnológico (since 2007), a financial assistance entity. In June of 1969, he graduated with a degree in Economics from the University of São Paulo (USP); in June of 1970, he concluded his Masters in Economics at the Instituto de Pesquisas Econômicas [Economic Research Institute]; and in January of 1975, he obtained his doctoral degree in Economics from Cornell University.

Substitute Members:

Marco Geovanne Tobias da Silva

Substitute Member of the Board of Directors of Vale (since 2011). His main professional experiences in the last 5 years include: (i) Active Member of the Board of Directors of Valepar S.A. (since 2011), a privately-held company which is Vale’s controlling shareholder and holding company; (ii) Manager of Investors Relations of Banco do Brasil S.A. (1999 to 2010), a publicly-held financial institution; (iii) Shareholdings Director of PREVI - Caixa de Previdência dos Funcionários do Banco do Brasil (since 2010), a supplemental pension fund entity; (iv) Member of the Fiscal Council of the Companhia de Energia Elétrica da Bahia — Coelba (2002 to 2010), publicly-held company that distributes and sells electric energy; e (v) Chairman of the Board of Directors of Neoenergia S.A. (since 2011), publicly-held company which is also a holding in the electric energy sector. In June of 1990, he graduated from the University of Brasilia with a degree in Economics, and in March of 1997, he obtained his MBA in Marketing from COPPEAD/Federal University of Rio de Janeiro.

Sandro Kohler Marcondes

Substitute Member of the Board of Directors of Vale (since April/2011), where he also acted as Full Member of the Board of Directors (from April of 2007 to March of 2011). His

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main professional experiences include: (i) Member of the PREVI Fiscal Council — Banco do Brasil Employees’ Pension Fund (since 2012), a complementary pension institution; (ii) Substitute Member of the Board of Directors of Valepar S.A. (since 2009), a privately-held company, which is the holding and controlling shareholder of Vale; (iii) Director of Banco do Brasil S.A. (since 2005), a financial institution; (iv) Permanent Member of the CASSI Deliberative Council — Banco do Brasil Employees’ Assistance Fund (since 2012), an insurance plan operator; (v) Alternate Member of the Administrative Council for the Patagonia Bank S.A. (from 2011 to 2012), an open capital financial institution; (vi) Director of BB Leasing S.A. Arrendamento Mercantil (since 2005), a privately-held leasing company; (vii) Chairman of the Board of Directors of Banco do Brasil A.G., Viena (2008 to 2009), a subsidiary of Banco do Brasil S.A. in Austria; (viii) Member of the Board of Directors of BB Securities Ltd London (since 2005), a securities brokerage company operating abroad; (ix) Full Member of the Board of Directors BB Securities LLC New York (since 2005), a securities brokerage company operating abroad; (x) Member of the Deliberative Council of BBTur Viagens e Turismo Ltda., a corporate travel agency (since 2005); He graduated with a degree in Business Administration from the Universidade Estadual Centro Oeste, PR, and in April of 1994 he completed his Master’s in Business Administration from the Fundação Getulio Vargas (FGV) in São Paulo.

Francisco Ferreira Alexandre

Candidate to Substitute Member of the Board of Directors of Vale. His main professional experiences include: (i) Director Superintendent of Brasil Foods Previdência Privada - BFPP (since 2013), a pension fund; (ii) Administrative Director of PREVI — Fundo de Previdência dos Funcionários do Banco do Brasil (2003 to 2003), a supplemental pension fund entity; (iii) Vice Chairman of the Board of Directors of Empresas Perdigão S.A. (2003 to 2009), an industry that produces food from animal protein; (iv) Vice-President of the Board of Directors of BRF — Brasil Foods S.A. (from 2009 to 2011); and (v) Member of the Board of Directors of Kepler Weber S.A. (2011 to 2013), a company that produces storage structures and transports for agricultural products. In December of 1992, he graduated with a Law Degree from the Centro de Ensino Superior de Alagoas — CESMAC; in March of 1994, he obtained a degree in Civil Engineering from the Federal University of Alagoas (UFAL); he completed his graduate studies in Economics and People Management at the Catholic University (PUC) of São Paulo (July/2002); he has an MBA in Corporate Finance from IAG/PUC of Rio de Janeiro (December/2004); and has conclude his AMP — Advanced Management Program at the Harvard Business School in October/2009.

Hayton Jurema da Rocha

Candidate to Substitute Member of the Board of Directors of Vale. His main professional experiences include: (i) President of the healthcare plan operator CASSI — Caixa de Assistência de Funcionários do Banco do Brasil (from 2010 to 2011); (ii) State

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Superintendent for Alagoas (1995), Pernambuco (from 1996 to 1998), Bahia (from 1999 to 2000_, the Federal District *2003 to 2005), of Banco do Brasil S.A., a publicly-held financial institution, where he has also worked as Director of Personnel Management (2000 to 2002), and where he currently holds the position of Director of Marketing and Communications (since 2012); (iv) Member of the Fiscal Committee of WEG S.A. (since 2010). In 1983, he graduated from the Federal University of Alagoas with a degree in Economic Sciences; in 1997, he concluded his graduate studies Lato Sensu with an MBA in Business Management from the Federal University of Pernambuco; and in January of 2006, he concluded his graduate studies with a Specialization in Marketing from the Pontifícia Universidade Católica (Catholic University) of Rio de Janeiro.

Luiz Carlos de Freitas

Substitute Member of the Board of Directors and Member of the Accounting Committee of Vale (since 2007), having held the position of substitute board member from April/2003 to September/2003. His main professional experiences include: (i) Substitute Member of the Board of Directors of Valepar S.A. (since 2005), a privately-held company which is Vale’s controlling shareholder and holding company; and (ii) Superintendent of Bradespar S.A. (from 2000 to 2007), a privately-held company which is a shareholder and holding company of Valepar S.A. In 1990, he graduated from the School of Economic and Administrative Sciences of Osasco with a degree in Accounting Sciences.

Luiz Mauricio Leuzinger

Substitute Member of the Board of Directors of Vale (since May/2012), where he held the same position in 2003. He still holds the same positions as Member of the Finance Committee (since May/2007), and Member of the Executive Development Committee (since May/2012). His main professional experiences include: (i) CEO of Bradespar S.A. (since 2012), a privately-held company which is a shareholder and holding company of Valepar S.A., where he also held the position of (ii) Director (from 2003 to 2007); (iii) Member of the Board of Directors of Valid Soluções e Serviços de Segurança em Meios de Pagamento e Identificação S.A. (since 2006), current name of American Banknote S.A., a publicly-held company that produces graphic materials in general, plastic and magnetic cards, and provides related and unrelated services; (iv) Member of the Board of Directors of Companhia Paulista de Força e Luz (from 2000 to 2006), a publicly-held company that operates in electric energy distribution; (v) Member of the Board of Directors of Companhia Piratininga de Força e Luz (from 2003 to 2006), a publicly-held company that operates in electric energy distribution; (vi) Member of the Board of Directors of CPFL Energia S.A. (from 2000 to 2006), a publicly-held company that operates as a holding in the energy sector; (vii) Member of the Board of Directors of CPFL Geração de Energia S.A. (from 2000 to 2006), a publicly-held company that operates in electric energy distribution;

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(viii) Chairman of the Board of Directors of Rio Grande Energia S.A. (de 2004 a 2006), a publicly-held company that operates in electric energy distribution, where he has also acted as (ix) Member of the Board of Directors (from 2000 to 2006); and (x) CEO (from 1997 to 1998); and (xi) Member of the Board of Directors of VBC Energia S.A. (from 2000 to 2006), current name of Serra da Mesa Energia S.A., a former publicly-held company which was privatized in 2011, and operates as a holding company in the energy sector. On 12/01/1965, he graduated from the Escola Nacional de Engenharia [National School of Engineering] (currently the Federal University of Rio de Janeiro — UFRJ) with a degree in Electric Engineering. On 07/01/1968, he concluded his specialization in Economic Engineering and his Masters in Electric Engineering from the Illinois Institute of Technology, in Chicago, USA.

Hajime Tonoki

Substitute Member of the Board of Directors of Vale (since 2009). His main professional experiences include: (i) Full Member of the Board of Directors and Executive Vice President of Mitsui & Co. (Brasil) S.A. (since 2009), a privately-held trading company; (ii) General Manager of the International Department of the Strategy and Planning Corporate Division of Mitsui & Co., Ltd. (from 2008 to 2009), a publicly-held trading company, a stakeholder of Valepar S.A.; and (iii) Director of the Steel Products Department of Mitsui Brasileira Imp. e Exp. S.A. (from 2004 to 2008), a privately-held trading company. In March/1983, he graduated from the Keio University School of Economics with a degree in Economics.

Eduardo de Oliveira Rodrigues Filho

Substitute Member of the Board of Directors of Vale (since 2011) and Member of the Finance Committee (since 2011). His main professional experiences include: (i) Substitute Member of the Board of Directors of Valepar S.A. (from April/2008 to January/2012), a privately-held company which is Vale’s controlling shareholder and holding company; (ii) Managing Partner of CWH Consultoria Empresarial (since 2008), a consulting company; (iii) Commercial Director of Rio Tinto Brasil Ltda. (purchased by Vale in 2009, currently Mineração Corumbaense Reunida S.A.), a privately-held mining company (from 1994 to 2008). In December of 1978, he graduated from the Catholic University of Rio de Janeiro with a degree in Civil Engineering, and in October of 2000, he concluded his graduate studies in Transportation Planning at the University of Westminster.

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Caio Marcelo de Medeiros Melo

He is candidate to be Substitute Member of the Board of Directors of Vale. His main professional experiences include: (i) Member of the Board of Directors of Valepar (since 2008), a privately-held company which is Vale’s controlling shareholder and holding company; (ii) Superintendent of the Capital Market Department of Banco Nacional de Desenvolvimento Econômico e Social — BNDES, a development bank, where he entered as economist in 1998; (iii) Member of the Board of Directors of Vale (from May 2007 to August 2007), and later acted as substitute member (from August 2007 to May 2008); (iv) Member of the Board of Directors of Vale Soluções em Energia S.A. (since 2011), privately-held company in the energy sector, working as substitute member (from February 2011 to April 2012); (v) Substitute Member of the Board of Directors of América Latina Logística S.A. (from 2011 to 2013), publicly-held trading company in the logistic sector, working as member of the Board of Directors (from 2007 to 2009); (vi) Member of the Board of Directors of Lupatech S.A. (since 2012),  working as substitute member (from 2007 to 2009), publicly-held trading company that develops energy products and performs flow control and steel activities; (vii) Member of the Board of Directors of Aços Villares S.A. (from 2003 to 2004 and from 2006 to 2008), a publicly-held steel mill; (viii) Member (from April 2009 to April 2010) and substitute member (from January to April 2007) of the Board of Directors of Telemar Participações S.A., and (ix) Substitute Member of the Board of Directors of Tele Norte Leste Participações S.A. (from 2007  to 2010), both publicly-held trading company in the telephone sector; (x) Substitute Member of the Board of Directors of CTX Participações S.A. (from 2009 to 2010), publicly-held trading company acting as holding; (xi) Member of the Fiscal Council of Tupy S.A (from 2000 to 2001), publicly-held trading company in the sector of cast projects for the automotive industry; (xii) Member of the Fiscal Council of Acesita S.A. (from 2004 to 2005 and from 2006 to 2007), publicly-held trading company of steel mining; (xiii) Member of the Board of Director of Klabin S.A. (from 2007 to 2008), publicly-held trading company of the paper sector; (xiv) Member of the Fiscal Council of Usinas Siderúrgicas de Minas Gerais S.A. (from 2006 to 2010), publicly-held trading company of steel mining He graduated from the University of Brasília with a degree in Economics in 1997.

Statements

Judicial and administrative convictions (including criminal convictions). All candidates, both individually and for all legal purposes, state that during the past five (5)  years they have not been convicted of any crimes, or convicted in any administrative proceedings of the Brazilian Securities and Exchange Commission, or convicted in a final sentence in judicial or administrative proceedings which would have resulted in their suspension or inability to practice any professional or commercial activity.

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Marital relationship, stable union, or family relationship up to second degree of kinship. All candidates, both individually and for all legal purposes, state that there is no marital relationship, stable union, or kinship up to the second degree between them, and (i) the officers of Vale; (ii) the officers of direct or indirect subsidiaries of Vale; (iii) the direct or indirect controlling shareholders of Vale; and (iv) the officers of the companies that control Vale directly or indirectly.

Subordination, Service Rendering, or Control Relationships. All candidates, both individually and for all legal purposes, state that, during the past three (3) fiscal years, there hasn’t been any relationship of subordination, service rendering or control between them and (i) a company directly or indirectly controlled by Vale; (ii) Vale’s direct and indirect controlling shareholders; or (iii) relevant suppliers, clients, debtors or creditors of Vale, its subsidiaries or its holding companies.

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4.3.2                     Appointed by the Employees of Vale

The direct voting process used by all Vale employees, to elect one member of the Company’s Board of Directors and his or her respective substitute, has been conducted by an Electoral Council specifically created for that purpose.

All employees were invited to run as candidates, and five (5) election alliances were formed. The elections took place on February 26, 27, and 28, 2013, and after the votes were counted and the results confirmed, the “National Unity” alliance, composed by Mr. João Batista Cavaglieri and Mr. Eduardo Fernando Jardim Pinto, full member and substitute, respectively, had the highest number of votes.

The information below (items 12.6 to 12.10 of the reference [check] form) pertain to the members chosen by the employees, whose election must be approved at the Shareholders’ General Meeting, pursuant to § 5 of Article 11 of the BY-Laws.

*Taxpayer ID number

Main professional experiences:

João Batita Cavaglieri

President of Sindicato dos Trabalhadores em Empresas Ferroviárias dos Estados do Espírito Santo e Minas Gerais — SINDFER (Union of Railway Employees of the States of Espirito Santo and Minas Gerais)  (since 2002). His main professional  experience includes (i) Financial Director of SINDFER (from 1996 to 2001); (ii) Effective Member of the Board of Directors of Vale (from 2007 to 2009); and (iii) employee of Vale (October 1973 to May 1996), where he worked in different roles in the maintenance area of the Railway Vitória-Minas.

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Eduardo Fernando Jardim Pinto

He was a Permanente Member of Vale’s Administrative Council (from 2005 to 2007, and from 2009 to 2011). His main professional experiences include the position of (i) President of the Railroad Worker’s Union in the States of Maranhão, Pará, and Tocantins (since 2007); (ii) President of the STEFEM, a union organization (since 1993); (iii) Vale Machinist (from 1983 to 1993). He graduated from Law School at the São Luis College in July 2006.

Declarações

Judicial and administrative convictions (including criminal convictions). All candidates, both individually and for all legal purposes, state that during the past  five (5) years they have not been convicted of any crimes, or convicted in any administrative proceedings of the Brazilian Securities and Exchange Commission, or convicted in a final sentence in judicial or administrative proceedings which would have resulted in their suspension or inability to practice any professional or commercial activity.

Marital relationship, stable union, or family relationship up to second degree of kinship. All candidates, both individually and for all legal purposes, state that there is no marital relationship, stable union, or kinship up to the second degree between them, and (i) the officers of Vale; (ii) the officers of direct or indirect subsidiaries of Vale; (iii) the direct or indirect controlling shareholders of Vale; and (iv) the officers of the companies that control Vale directly or indirectly.

Subordination, Service Rendering, or Control Relationships. All candidates, both individually and for all legal purposes, state that, although they are employees of Vale, they have been assigned to the aforementioned unions pursuant to current legislation and, therefore, during the past three (3) fiscal years, there hasn’t been any relationship of subordination, service rendering or control between them and (i) a company directly or indirectly controlled by Vale; (ii) Vale’s direct and indirect controlling shareholders; or (iii) relevant suppliers, clients, debtors or creditors of Vale, its subsidiaries or its holding companies.

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4.3.3                   Other Nominations

In the event that the holders of common or preferred shares issued by Vale, individually do not reach quorum, pursuant to §2 and §3 of Article 11 of the By-Laws, and Article 141 of Law No. 6.404/1976, or even if such quorum is reached, they have no intention of nominating a member of the Board of Directors, the controlling shareholder Valepar S.A. proposes to nominate Mr. José Mauro Mettrau Carneiro da Cunha for the position of active member of the Board of Directors of Vale, and to keep vacant the position of substitute member.

Therefore, pursuant to Article 10 of CVM Instruction No. 481/2009, the information is presented below (items 12.6 to 12.10 of the Reference [Check] Form):

Main professional experiences:

José Mauro Mettrau Carneiro da Cunha

Full Member of the Board of Directors of Vale (since 2010). His main professional experiences include: (i) Chairman of the Board of Directors of (a) Oi S.A. (from 2009 to 2013), where he is also a Permanent Member of the Administrative Council and President (since 2013), (b) Tele Norte Leste Participações S.A. (“TNL”) (from 2007 to 2012), (c) Telemar Norte Leste S.A. (from 2007 to 2012), (d) Oil S.A. (from 200 to 2012), (e) Tele Norte Celular Participações S.A. (from 2008 to 2012), all publicly-held telephone companies; (ii) Chairman of the Board of Directors of (a) Coari Participações S.A. (from 2007 to 2012) and (b) Dommo Empreendimentos Imobiliários (since 2007, previously named Calais Participações S.A., both publicly-held holding companies. He is also (iii) active member of the Board of Directors of Santo Antonio Energia S.A. (since 2008), a privately-held hydroelectric energy company, and (iv) substitute member of the Board of

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Directors of Telemar Participações S.A, a publicly-held telephone company (since 2008); (v) Chairman of the Board of Directors of TNL PCS S.A. (from 2007 to 2012), a telephone company; and (vi) active member of the Board of Directors of Log-In Logística Intermodal S/A (from 2007 to 2012), a publicly-held intermodal transportation company, of which Vale holds 31.3% of the capital stock; and (vii) active member of the Board of Directors of Lupatech S/A (from 2006 to 2012), a publicly-held company which develops energy products and operates in flow control and in the steel industry. In addition to the above-mentioned companies, he was also (viii) active member of the Board of Directors of  the following publicly-held companies: (a) Braskem S.A (from 2007 to 2010), a petrochemical company of which he was previously Vice President of Strategic Planning (from 2003 to 2005); (b) LIGHT Serviços de Eletricidade S/A (from 1997 to 2000), electric energy provider; (c) Aracruz Celulose S.A. (from 1997 to 2002), paper factory; (d) Politeno Indústria e Comércio S/A (from 2003 to 2004), petrochemical company; (e) BANESTES S.A. - Banco do Estado do Espírito Santo (from 2008 a 2009), financial institution; and (f) TNL (from 1999 to 2003), where he was later a substitute member of the Board of Directors (2006). In December of 1971, he graduated from the Catholic University of Petrópolis, RJ, with a degree in Mechanical Engineering, having also participated in the Executive Program in Management at Anderson School, University of California, in December of 2002.

Statements

Judicial and administrative convictions (including criminal convictions). The candidate stated, for all legal purposes, that during the past  five (5) years he has not been convicted of any crimes, or convicted in any administrative proceedings of the Brazilian Securities and Exchange Commission, or convicted in a final sentence in judicial or administrative proceedings which would have resulted in their suspension or inability to practice any professional or commercial activity.

Marital relationship, stable union, or family relationship up to second degree of kinship. The candidate stated, for all legal purposes, that there is no marital relationship, stable union, or kinship up to the second degree between him, and (i) the officers of Vale; (ii) the officers of direct or indirect subsidiaries of Vale; (iii) the direct or indirect controlling shareholders of Vale; and (iv) the officers of the companies that control Vale directly or indirectly.

Subordination, Service Rendering, or Control Relationships. The candidate declared, for all legal purposes, that during the past three (3) fiscal years, there hasn’t been any relationship of subordination, service rendering or control between him and (i) a company directly or indirectly controlled by Vale; (ii) Vale’s direct and indirect controlling

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shareholders; or (iii) relevant suppliers, clients, debtors or creditors of Vale, its subsidiaries or its holding companies.

4.4 — Election of the Members of the Fiscal Council

Pursuant to Article 36 of the By-Laws of Vale, the Fiscal Council is a permanent body composed of three to five active members and their respective substitutes, who remain in office until the first General Shareholders’ Meeting after their election. The election of the Fiscal Council members shall comply with the provisions of current legislation and the By-Laws of Vale.

Pursuant to the provisions of Article 10 of CVM Instruction No. 481/2009, below is information (items 12.6 to 12.10 of the Reference [Check] Form) pertaining to the candidates nominated for election/reelection by the shareholder Valepar S.A. for active and substitute members of the Fiscal Council.

*Taxpayer ID number

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(1) No one has been nominated as a substitute for Ms. Aníbal Moreira dos Santos.

*Taxpayer ID number

Main professional experiences:

Active Members

Arnaldo José Vollet

Active Member of the Fiscal Council of Vale (since 2011). His main professional experiences include: (i) Executive Director of BB DTVM (from 2002 to 2009), a privately-held securities brokerage firm; (ii) Director of Finances and Investors Relations of Companhia de Energia Elétrica da Bahia — Coelba (from 2000 to 2002), a publicly-held electric energy distribution and sale company; (iii) Member of the Fiscal Council of Telesp Celular — Participações (from 1999 to 2000), a publicly-held telecommunications company; (iv) Member of the Fiscal Council of CELPE — Cia de Eletricidade de Pernambuco (from 2004 to 2009), a publicly-held electric energy distribution company; (v) Member of the Board of Directors of Guaraniana, currently Neoenergia S.A (from 2002 to 2003), a publicly-held holding company operating in the energy sector; (vi) Substitute Member of the Board of Directors of CEMIG — Cia de Energia de Minas Gerais (from 2003 to 2005), a publicly-held energy generation and distribution company; (vii) Member of the Board of Directors of Pronor Petroquímica S.A. (from 1997 to 1998), a publicly-held company which was privatized in May of 2011, and operates in the production, processing, commerce, import, export and sales of chemical and petrochemical products; and (viii) Member of the Board of Directors of Nitrocarbono S.A. (from 1997 to 1998), a publicly-held company

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which merged with Braskem S.A. 2003, and used to operate in the production of basic and intermediate organic products, petrochemicals, and coal and ethanol products. In December of 1975, he graduated from the University of São Paulo (USP) with a degree in Mathematics, and in June of 1992, completed his Executive MBA in Finance at the Instituto Brasileiro de Mercado de Capitais (IBMEC/RJ).

Marcelo Amaral Moraes

Active Member of the Fiscal Council of Vale (since 2004), where he also acted as Substitute Member (2003). His main professional experiences include: (i) Investment Manager at Bradespar S.A. (from 2000 to 2006), a publicly-held company and shareholder of Valepar S.A., which is also its parent company; (ii) Substitute Member of the Board of Directors of Net Serviços de Comunicação S.A., a provider of cable television services by subscription (from 2004 to 2005); (iii) Executive Director of Stratus Investimentos Ltda. (from 2006 to 2010), a private equity management firm; and (iv) Executive Director of Capital Dynamics Investimentos Ltda. (since January/2012), a private equity management firm; and (v) Visiting Member of the Board of Directors of Infinity Bio-Energy S.A. (from April 2011 to March 2012). In January of 1991, he graduated from the Federal University of Rio de Janeiro with a degree in Economics, in November of 1993 he completed his MBA at COPPEAD/UFRJ, and in November of 2003, he completed his studies in Corporate Law and Arbitrage at the Fundação Getúlio Vargas (FGV).

Aníbal Moreira dos Santos

Active Member of the Fiscal Council of Vale since 2005, where he also acted as Substitute Member from April to July of 2005. His main professional experiences include: (i) Manager of Comptroller Department of Caemi Mineração e Metalurgia S.A. (“Caemi”) (from 1981 to 2003), a publicly-held mining company which merged with Vale in 2006; (ii) Director of several privately-held stock companies controlled by Caemi abroad; (iii) Substitute Member of the Board of Directors (from 1998 to 2003) of privately-held stock companies Minerações Brasileiras Reunidas S.A. — MBR, a privately-held mining company, and Empreendimentos Brasileiros de Mineração S.A. — EBM, a privately-held holding company; and (iv) Active Member of the Fiscal Council of Log-In Logística Intermodal S.A., since April of 2009, a publicly-held intermodal transportation company, of which Vale holds 31.3% of the total capital stock. Graduated in April of 1962 from the Fundação Getúlio Vargas School of Commerce with a degree in Accounting.

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Substitute Members

Valeriano Durval Guimarães Gomes

Candidate to Substitute Member of the Fiscal Council of Vale. His main professional experiences include: (i) Full Member of the Deliberative Council of the Associação dos Antigos Funcionários do Banco do Brasil [Association of Banco do Brasil Former Employees] (desde 2011); (ii) Managing Partner of Barbosa Guimarães Consultoria Econômico-Financeira Ltda. (since 2007), a firm specialized in economic projects and financial  consulting; (iii) Substitute Member of the Board of Directors of Neoenergia S.A. (from 2007 to 2010), a publicly-held company that operates as a holding in the electric energy sector; (iv) Substitute Member of the Board of Directors of Nitrocarbono S.A. (from 2002 to 2003), a publicly-held company that operates with oils, fuels, petroleum, and oil products; (v) Substitute Member of Pronor Petroquímica S.A. (from 2002 to 2004), a publicly-held company operating in the production, processing, commerce, import, export, and sales of chemical and petrochemical products. He graduated in 1978 from University Estácio de Sá with a degree in Economic Sciences; in January of 1998 he completed his IAG Masters in Finance — Capital Market at the Catholic University (PUC) of Rio de Janeiro, and in 2001 he completed his specialization in Economic Outlook at the Federal University of Rio de Janeiro.

Oswaldo Mário Pêgo de Amorim Azevedo

Substitute Member of the Fiscal Council of Vale (since 2005), where he also served as Active Member of the Fiscal Council (2004 to 2005), and worked as an Engineer in the industrial sourcing area (Pelletizing) (1964 to 1976). His main professional experiences in the last 5 years include: (i) Member of the Special Consulting Board of the Sindicato das Empresas de Seguros Privados, de Capitalização e de Resseguros do Rio de Janeiro e Espírito Santo [Union of Private Insurance, Capitalization and Reinsurance Companies in Rio de Janeiro and Espírito Santo] (since 2005); (ii) Director of Sul América Cia. de Seguros Gerais (from 2008 to 2012), a privately-held insurance company; (ii) Ombudsman of the Conglomerado Sul America Seguros, an insurance company (from 2005 to 2012), where he also served as (iii) Vice President of Institutional Relations and Overseas Branches (from 1990 to 2010); (iv) Director (from 1980 to 1990); and (v) Deputy Director (from 1976 to 1980); (vi) Vice President of the Federação Nacional das Empresas de Seguros Privados e de Capitalização [National Federation of Private Insurance and Capitalization Companies] (2004 to 2007); (vii) Vice Presidente of the Sindicato das Empresas de Seguros Privados, de Capitalização e de Resseguros do Rio de Janeiro [Union of Private Insurance, Capitalization, and Reinsurance Companies of Rio de Janeiro] (from 2007 to 2012), where he had already served as President (from 1989 to 1992 and from 2001 to 2004); (viii) Substitute Member of the Board of Directors of BrasilVeículos Cia. de Seguros (2006 to 2010) and (ix) BrasilSaúde Cia de Seguros (from 2006 to 2010), both

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privately-held insurance companies; (x) Vice President of Sul América S.A., a publicly-held assets and shareholdings management company (from 2006 to 2007); (xi) Director and (xii) Vice President of Sul America Cia. Nacional de Seguros, an insurance company which was privatized in 2008 (from 1980 to 2010); (xiii) Director and Vice President of Nova Ação Participações S.A., a publicly-held company that manages assets and mainly financial investments (from 2006 to 2010); he was also (i) Director and (ii) Vice President of Sul América Terrestres, Marítimos e Acidentes Cia. de Seguros, an insurance company which was privatized and later purchased by Sul America Cia. Nacional de Seguros (from 1980 to 1998); (ii) Director of Sul América Cia. de Seguros S.A., a publicly-held insurance company with main offices located in Lima, Peru (from 1996 to 2003); (iv) Director of Corcovado S.A., a real estate company with main offices located in Lima, Peru, which was privatized in 2004 (from 2003 to 2009); and (v) Director da Sul América Capitalização S.A., a privately-held company that negotiates with commercialization bonds (from 1987 to 1998). In January of 1964, he graduated from the Catholic University of Rio de Janeiro (PUC) with a degree in Industrial and Production Engineer.

Statements

Judicial and administrative convictions (including criminal convictions). All candidates, both individually and for all legal purposes, stated that during the past five (5) years they have not been convicted of any crimes, or convicted in any administrative proceedings of the Brazilian Securities and Exchange Commission, or convicted in a final sentence in judicial or administrative proceedings which would have resulted in their suspension or inability to practice any professional or commercial activity.

Marital relationship, stable union, or family relationship up to second degree of kinship. All candidates, both individually and for all legal purposes, stated that there is no marital relationship, stable union, or kinship up to the second degree between them, and (i) the officers of Vale; (ii) the officers of direct or indirect subsidiaries of Vale; (iii) the direct or indirect controlling shareholders of Vale; and (iv) the officers of the companies that control Vale directly or indirectly.

Subordination, Service Rendering, or Control Relationships. All candidates, both individually and for all legal purposes, stated that, during the past three (3) fiscal years, there hasn’t been any relationship of subordination, service rendering or control between them and (i) a company directly or indirectly controlled by Vale; (ii) Vale’s direct and indirect controlling shareholders; or (iii) relevant suppliers, clients, debtors or creditors of Vale, its subsidiaries or its holding companies.

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Confirmation of Independence

The candidates to election/reelection for active/substitute members of the Fiscal Council, individually confirmed their independent status for the purposes of section 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and are eligible to be reelected as independent members of the Fiscal Council.

4.5                               Establishment of the remuneration of the Senior Management and Fiscal Council members, and ratification of the remuneration paid in the fiscal year of 2013, as well as the supplementation of the annual global remuneration established for the fiscal year of 2012.

The proposal for the remuneration of Senior Management is made available pursuant to Item 13 of CVM Instruction No. 480/09.

4.6                               Proposal to amend the By-Laws of Vale

For the deliberation on this issue, the By-Laws of Vale are available, highlighting the amendments proposed and their respective alternatives.

MODELO DE PROCURAÇÃO (“POWER OF ATTORNEY”)

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[LOCAL/PLACE], [DATA/DATE].

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BY-LAWS

VALE S.A.

CHAPTER I - NAME, PURPOSE, HEAD OFFICE AND DURATION

Article 1 — Vale S.A., referred to in abbreviated form as Vale, is a joint-stock company governed by the present By-Laws and by applicable legislation.

Proposal to include a sole paragraph to Article 1 to provide that Vale, its shareholders, directors, executive officers and members of the Fiscal Council are subjected to the Corporate Governance Level 1 Listing Rules.

Sole Paragraph - Vale, its shareholders, directors, executive officers and members of the Fiscal Council are also subjected to the Corporate Governance Level 1 Listing Rules of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (“Level 1 Listing Rules”).

Article 2 - The purpose of the company is:

I.                          the exploitation of mineral deposits in Brazil and abroad by means of extraction, processing, industrialization, transportation, shipment and commerce of mineral assets;

II.                     the building and operation of railways and the exploitation of own or third party rail traffic;

III.                  the building and operation of own or third party marine terminals, and the exploitation of nautical activities for the provision of support within the harbor;

IV.                 the provision of logistics services integrated with cargo transport, comprising generation, storage, transshipment, distribution and delivery within the context of a multimodal transport system;

V.                        the production, processing, transport, industrialization and commerce of all and any source and form of energy, also involving activities of production, generation, transmission, distribution and commerce of its products, derivatives and subproducts;

VI.                   the carrying-on, in Brazil or abroad, of other activities that may be of direct or indirect consequence for the achievement of its corporate purpose, including research, industrialization, purchase and sale, importation and exportation, the exploitation,

Av. Graça Aranha, 26, 15º, 20005-900  Rio de Janeiro  RJ  Brasil  Tel.: (21) 3814-4566 Fax.: (21) 3814-4493

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industrialization and commerce of forest resources and the provision of services of any kind whatsoever;

VII.              constituting or participating in any fashion in other companies, consortia or associations directly or indirectly related to its business purpose.

Article 3 - The head office and legal venue of the company shall be in the city of Rio de Janeiro, State of Rio de Janeiro, the company being empowered for the better realization of its activities to set up branch offices, subsidiary branch offices, depots, agencies, warehouses, representative offices or any other type of establishment in Brazil or abroad.

Article 4 - The term of duration of the company shall be unlimited.

CHAPTER II - CAPITAL AND SHARES

Article 5º - The paid-up capital amounts to R$75,000,000,000.00 (seventy-five billion Reais) corresponding to 5,365,304,100 (five billion, three hundred and sixty-five million, three hundred and four thousand and one hundred) shares, being R$45,524,788,827.91 (forty-five billion, five hundred and twenty-four million, seven hundred and eighty-eight thousand, eight hundred and twenty-seven Reais and ninety-one cents), divided into 3,256,724,482 (three billion, two hundred and fifty-six million, seven hundred and twenty-four thousand, four hundred and eighty-two) common shares and R$29,475,211,172.09 (twenty-nine billion, four hundred and seventy-five million, two hundred and eleven thousand, one hundred and seventy-two Reais and nine cents), divided into 2,108,579,618 (two billion, one hundred and eight million, five hundred and seventy-nine thousand, six hundred and eighteen) preferred Class “A” shares, including 12 (twelve) golden shares, all without nominal value.

§ 1   -   The shares are common shares and preferred shares. The preferred shares comprise class A and special class.

§ 2   -   The special class preferred share shall belong exclusively to the Federal Government. In addition to the other rights which are expressed and specifically attributed to these shares in the current By-Laws, the special class shares shall possess the same rights as the class A preferred shares.

§ 3 - Each common, class A preferred share and special class shares shall confer the right to one vote in decisions made at General Meetings, the provisions of § 4 following being observed.

§ 4 - The preferred class A and special shares will have the same political rights as the common shares, with the exception of voting for the election of Board Members, excepting the provisions set forth in §§ 2 and 3 of Article 11 following, and also the right to elect and dismiss one member of the Fiscal Council, and its respective alternate.

§5 - Holders of class A preferred and special class shares shall be entitled to receive dividends calculated as set forth in Chapter VII in accordance with the following criteria:

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a) priority in receipt of dividends specified in § 5 corresponding to: (i) a minimum of 3% (three percent) of the stockholders’ equity of the share, calculated based on the financial statements which served as reference for the payment of dividends, or (ii) 6% (six percent) calculated on the portion of the capital formed by this class of share, whichever higher;

b) entitlement to participate in the profit distributed, on the same conditions as those for common shares, once a dividend equal to the minimum priority established in accordance with letter “a” above is ensured; and

c) entitlement to participate in any bonuses, on the same conditions as those for common shares, the priority specified for the distribution of dividends being observed.

§6 - Preferred shares shall acquire full and unrestricted voting rights should the company fail to pay the minimum dividends to which they are entitled during 3 (three) consecutive fiscal years, under the terms of §5 of Article 5.

Article 6 - The company is authorized to increase its paid-up capital up to the limit of 3,600,000,000 (three billion, six hundred million) common shares and 7,200,000,000 (seven billion, two hundred million) Preferred Class “A” shares. Within the limit authorized in this article, the Company, as a result of deliberation by the Board of Directors, may increase its paid-up capital independently of reform to its bylaws, through the issue of common and/or preferred shares.

§ 1 - The Board of Directors shall determine the conditions for issuance, including the price and the period of time prescribed for paying up.

§ 2 - At the option of the Board of Directors the preemptive right in the issuance of shares, bonds convertible into shares and subscription bonuses, the placement of which on the market may be by sale on the stock exchange or by public subscription as per the prescriptions set forth in Law no. 6.404/76, may be rescinded.

§ 3 - Provided that the plans approved by the General Meeting are complied with, the company shall be entitled to delegate the option of share purchase to its administrators and employees, with shares held in Treasury or by means of the issuance of new shares, the shareholders’ preemptive right being excluded.

Article 7 - The special class share shall possess a veto right regarding of the following subjects:

I.                          change of name of the company;

II.                     change of location of the head office;

III.                  change of the corporate purpose with reference to mineral exploitation;

IV.                   the winding-up of the company;

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V.                      the sale or cessation of the activities of any part or of the whole of the following categories of the integrated iron ore systems of the company: (a) mineral deposits, reserves and mines; (b) railways; (c) ports and marine terminals;

VI.                 any alteration of the rights assigned to the types and classes of the shares issued by the company in accordance with the prescriptions set forth in the present By-Laws;

VII.            any alteration of the present Article 7 or of any of the other rights assigned to the special class share by the present By-Laws.

CHAPTER III - GENERAL MEETING

Article 8 - The ordinary Shareholders’ General Meeting shall be held within the first four months following the end of the fiscal year and, extraordinarily, whenever called by the Board of Directors.

§ 1 - An extraordinary Shareholders’ General Meeting shall be competent to discuss the subjects specified in Article 7.

§ 2 - The holder of the special class share shall be formally requested by the company to attend for the purpose of discussing the subjects specified in Article 7 by means of personal correspondence addressed to its legal representative, a minimum period of notice of 15 (fifteen) days being given.

§ 3 - Should the holder of the special class share be absent from the General Meeting called for this purpose or should it abstain from voting, the subjects specified in Article 7 shall be deemed as having been approved by the holder of the said special class.

Article 9 - At an Ordinary or Extraordinary General Meeting, the chair shall be taken by the Chairman, or in his absence by the Vice-Chairman of the Board of Directors of the company, and the Secretary of the Board of Directors shall act as secretary, as per § 14 of Article 11.

Sole Paragraph - In the case of temporary absence or impediment of the Chairman or Vice-Chairman of the Board of Directors, the General Meeting of Shareholders shall be chaired by their respective alternates, or in the absence or impediment of such alternates, by an Officer specially appointed by the Chairman of the Board of Directors.

CHAPTER IV - ADMINISTRATION

Article 10 - The Board of Directors and the Executive Board shall be responsible for the administration of the company.

§1 -                        The members of the Board of Directors and the Executive Board shall take office by means of signing the Minute Book of the Board of Directors or the Executive Board, as the case may be.

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Proposal to adjust §1 of Art. 10 to provide that the investiture of the administrators is subject to a prior execution of the Term of Consent of the Corporate Governance Level 1 Listing Rules of Bovespa:

§1 -                         The members of the Board of Directors and the Executive Board shall take office by means of signing the Minute Book of the Board of Directors or the Executive Board, as the case may be, provided that the investiture of such administrators is subject to prior subscription of the Term of Consent of Administrators in accordance with the provisions of the Level 1 Listing Rules, as well as in compliance with the applicable legal requirements..

§2 -                        The term of office of the members of the Board of Directors and the Executive Board shall be extended until their respective successors have taken office.

Proposal to include a new §3 of Art. 10 to prevent the cumulation of the positions of Chairman of the Board of Directors and Chief Executive Officer:

§3 -                 The positions of Chairman of the Board of Directors and Chief Executive Officer may not be held by the same person.

§3 -                        The General Meeting shall fix the overall amount for the remuneration of the administrators, benefits of any kind and allowances being included therein, taking into account the responsibilities of the administrators, the time devoted to the performance of their duties, their competence and professional repute and the market value of their duties. The Board of Directors shall apportion the fixed remuneration among its members and the Executive Board.

Proposal to renumerate the former §3 of Art. 10:

§4 -                 The General Meeting shall fix the overall amount for the remuneration of the administrators, benefits of any kind and allowances being included therein, taking into account the responsibilities of the administrators, the time devoted to the performance of their duties, their competence and professional repute and the market value of their duties. The Board of Directors shall apportion the fixed remuneration among its members and the Executive Board.

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§4 -                        The Board of Directors shall be supported by technical and consultant bodies, denominated Committees, regulated as set forth in Section II - Committees hereinafter.

Proposal to renumerate the former §4 of Art. 10:

§5 -                 The Board of Directors shall be supported by technical and consultant bodies, denominated Committees, regulated as set forth in Section II - Committees hereinafter.

SECTION I - BOARD OF DIRECTORS

Subsection I - Composition

Article 11 - The Board of Directors, a joint decision-making body, shall be elected by the General Meeting and shall be formed of 11 (eleven) effective members and their respective alternates, all being shareholders in the company, and one of whom shall be the Chairman of the Board and another shall be the Vice-Chairman.

Proposal to adjust the caput of Art. 11 to exclude the obligation of the members of the Board of Directors being shareholders of Vale:

Art. 11 - The Board of Directors, a joint decision-making body, shall be elected by the General Meeting and shall be formed of 11 (eleven) effective members and their respective alternates, and one of whom shall be the Chairman of the Board and another shall be the Vice-Chairman.

§1 -                        The term of office of the members of the Board of Directors shall be 2 (two) years, their re-election being permitted.

Proposal to amend §1 of Art. 11 to provide that the term of office of the members of the Board of Directors is unified:

§1 - The unified term  of office of the members of the Board of Directors shall be 2 (two) years, their re-election being permitted.

§2 -                         Under the terms of Article 141 of Law # 6,404/76, 1 (one) member and his alternate of the Board of Directors, may be elected and removed, by means of a separate

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vote at the general meeting of shareholders, excluding the controlling shareholder, by the majority of holders, respectively, of:

I - common shares representing at least 15% (fifteen percent) of the total shares with voting rights; and

II - preferred shares representing at least 10% (ten percent) of share capital.

§3 -                        Having ascertained that neither the holders of common shares or preferred shares have respectively formed the quorum required in sections I and II of §2 above, they shall be entitled to combine their shares to jointly elect a member and an alternate to the Board of Directors, and in such hypothesis the quorum established in section II of §2 of this Article shall be observed.

§4 -                        The entitlement set forth in §2 of this Article may only be exercised by those shareholders who are able to prove uninterrupted ownership of the shares required therein for a period of at least 3 (three) months, immediately prior to the general shareholders meeting which elected the members of the Board of Directors.

§5 -                        From among the 11 (eleven) effective members and their respective alternates of the Board of Directors, 1 (one) member and his alternate shall be elected and/or removed, by means of a separate vote, by the employees of the company.

§6 -                        The Chairman and the Vice-Chairman of the Board of Directors shall be elected among the members thereof during a Meeting of the Board of Directors to be held immediately after the General Meeting which has elected them.

Proposal to adjust §6 of Art. 11 to prevent the cumulation of the positions of Chairman of the Board of Directors and Chief Executive Officer:

§6 - The Chairman and the Vice-Chairman of the Board of Directors shall be elected among the members thereof during a Meeting of the Board of Directors to be held immediately after the General Meeting which has elected them, subject to Art. 10, §3.

§7 -                        In the case of impediment or temporary absence, the Vice-Chairman shall replace the Chairman, and during the period of such replacement the Vice-Chairman shall have powers identical to those of the Chairman, the alternate of the Chairman being nevertheless entitled to exercise the right to vote in his capacity as a member of the Board of Directors.

§8 -                        Should a vacancy occur in the office of Chairman or Vice-Chairman, the Board of Directors shall elect the respective alternates in the first Meeting to be held after the vacancy.

§9 -                         During their impediments or temporary absences, the members of the Board of Directors shall be replaced by their respective alternates.

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§10 -                 Should a vacancy occur in the office of a member of the Board of Directors or of an alternate, the vacancy shall be filled by nomination by the remaining members of an alternate who shall serve until the next General Meeting, which shall decide on his election. Should vacancies occur in the majority of such offices, a General Meeting shall be convened in order to proceed with a new election.

§11 -                 Whenever the Board of Directors is elected under the multiple vote regime, as established in Article 141 of Law # 6,404/1976, the Chairman of the shareholders meeting shall inform those shareholders present that the share which elected a member of the Board of Directors, by means of a separate vote in accordance with §§2 and 3 of Article 11, may not participate in the multiple vote regime and, evidently, may not participate in the calculation of the respective quorum. Once the separate vote has been held, then the ratio may be definitively defined in order to proceed with the multiple vote.

§12-                    With the exception of the effective members and their respective alternates, elected by means of separate vote, respectively, by the employees of the company and by the holders of preferred shares, under section II, §2 of Article 11, whenever the election for the Board of Directors is held under the multiple vote regime, the removal of any member of the Board of Directors, effective or alternate, by the general shareholders meeting, shall imply in the removal of the other members of the Board of Directors, and consequently a new election shall be held; in other cases of vacancy, in the absence of an alternate, the first general shareholders meeting shall elect the whole Board.

§13 -                 Whenever, cumulatively, the election of the Board of Directors is held under the multiple vote system and the holders of common shares or preferred shares or company employees exercise the right established in §§ 2, 3 and 5 above, the shareholder or group of shareholders under vote agreement who hold over 50% (fifty percent) of shares with voting rights, shall be ensured the right to elect officers in a number equal to those elected by the other shareholders, plus one, irrespective of the number of officers established in the caption of Article 11.

§14 -                 The Board of Directors shall have a Secretary, appointed by the Chairman of the Board of Directors, who shall necessarily be an employee or administrator of the company, in whose absence or impediment shall be replaced by another employee or administrator as designated by the Chairman of the Board of Directors.

Subsection II — Workings

Article 12 - The Board of Directors shall meet on an ordinary basis once a month and extraordinary whenever called by the Chairman or, in his absence, by the Vice-Chairman of the Board or by any 2 (two) members acting together.

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Sole Paragraph - The meetings of the Board of Directors shall be held at the Company’s headquarters, but, under exceptional circumstances, may be held at a different location.

Proposal to amend the sole paragraph of Art. 12 to allow that the meetings of the Board of Directors to be held by teleconference, videoconference or other means of communication:

Sole Paragraph - The meetings of the Board of Directors shall be held at the Company’s headquarters, but, under exceptional circumstances, may be held at a different location, being permitted to participate by teleconference, videoconference or other means of communication that could ensure effective participation and authenticity of vote.

Article 13 - Meetings of the Board of Directors shall only be held with the presence of and decisions shall only be taken by the affirmative vote of a majority of its members.

§1 -                        The minutes of the meetings of the Board of Directors shall be recorded in the Book of Minutes of Meetings of the Board of Directors which, after having been read and approved by the officers present at the meetings, shall be signed in a number sufficient to constitute the majority necessary for approval of the subjects examined.

§2 -                        The Secretary shall be responsible for the recording, distribution, filing and safeguard of the respective minutes of the meetings of the Board of Directors, as well as for the issuance of abstracts of the minutes and certificates of approvals of the Board of Directors.

Subsection III — Responsibilities

Article 14 - The Board of Directors shall be responsible for:

I.                                      electing, evaluating and at any time removing the Executive Officers of the company, and assigning functions to them;

II.                                 distributing the remuneration established by the general shareholders meeting among its members and those of the Executive Board;

III.                            assigning the functions of Investor Relations to an Executive Officer;

IV.                             approving the policies relating to selection, evaluation, development and remuneration of members of the Executive Board;

V.                                  approving the company’s human resources general policies as submitted to it by the Executive Board;

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VI.                             establishing the general guidance of the business of the company, its whollyowned subsidiary companies and controlled companies;

VII.                        approving the strategic guidelines and the strategic plan of the company submitted annually by the Executive Board;

VIII.                   approving the company’s annual and multi-annual budgets, submitted to it by the Executive Board;

IX.                            monitoring and evaluating the economic and financial performance of the company, and may request the Executive Board to provide reports with specific performance indicators;

X.                                 approving investments and/or divestiture opportunities submitted by the Executive Board which exceed the limits established for the Executive Board as defined by the Board of Directors;

XI.                            issuing opinions on operations relating to merger, split-off, incorporation in which the company is a party, as well as share purchases submitted by the Executive Board;

XII.                       with the provisions set forth in Article 2 of the present By-Laws being complied with, making decisions concerning the setting-up of companies, or its transformation into another kind of company, direct or indirect participation in the capital of other companies, consortia, foundations and other organizations, by means of the exercise of rights withdrawal, the exercise of non-exercise of rights of subscription, or increase or sale, both direct and indirect, of corporate equity, or in any other manner prescribed by law, including but not limited to, merger, split-off and incorporation in companies in which it participates;

XIII.                  approving the corporate risks and financial policies of the company submitted by the Executive Board;

XIV.                     approving the issuance of simple debentures, not convertible into share and without collateral submitted by the Executive Board;

XV.                        approving the accounts of the Executive Board, substantiated in the Annual Report and the Financial Statements, for subsequent submission to the Ordinary General Meeting;

XVI.                   approving the employment of profit for the year, the distribution of dividends and, when necessary, the capital budget, submitted by the Executive Board, to the later direction to the appreciation of the Ordinary Shareholders Meeting;

XVII.              selecting and removing external auditors of the company, based on the Fiscal Council’s recommendation, in accordance with section (ii) of §1º of Article 39;

XVIII.         appointing and removing the person responsible for the internal auditing and for the Ombud of the company, who shall report directly to the Board of Directors;

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XIX.                  approving the policies and the annual audit plan of the company submitted by the person responsible for internal auditing, as well as to acknowledge the respective reports and determine the adoption of necessary measures;

XX.                       overseeing the management of the company by the Executive Officers and examining at any time, the books and documents of the Company, requesting information about contracts signed or about to be signed, and about any other actions, in order to ensure the financial integrity of the Company;

XXI.                  approving alterations in corporate governance rules, including, but not limited to, the process of rendering of accounts and the process of disclosure of information;

XXII.             approving policies of employee conducts based on ethical and moral standards described in the Code of Ethics of the Company, to be observed by all administrators and employees of the Company, its subsidiaries and controlled companies;

XXIII.        approving policies to avoid conflicts of interests between the Company and its shareholders or its administrators, as well as the adoption of the measures considered necessary in the event such conflicts arise;

XXIV.         approving policies of corporate responsibility of the Company, mainly those related to: the environment, health and labor safety, and social responsibility of the Company, submitted by the Executive Board;

XXV.              establishing criteria for the Executive Board in relation to the purchase of, sale of and placing of liens on fixed assets and for the constitution of encumbrances, the provisions set forth in Article 7 of the present By-Laws being complied with;

Proposal to adjust item XXV of Art. 14 to replace the term “fixed assets” by “non-current assets”, pursuant to Law nº 11.941/09:

XXV.                establishing criteria for the Executive Board in relation to the purchase of, sale of and placing of liens on non-current assets and for the constitution of encumbrances, the provisions set forth in Article 7 of the present By-Laws being complied with.

XXVI.         approving the provision of guarantees in general, and establishing criteria for the Executive Board in relation to the contracting of loans and financing and for the signing of other contracts;

XXVII.  establishing criteria for the Executive Board in relation to the signing of commitments, waiving of rights and transactions of any nature, except for the waiver of its preemptive rights in the subscription and purchase of shares, under section XII of Article 14;

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XXVIII. approving any matters which are not the competence of the Executive Board, under the terms of the present By-Laws, as well as matters whose limits exceed the criteria established for the Executive Board, as established in Article 14;

XXIX.   approving any reformulation, alteration, or amendment of shareholders’ agreements or consortia contracts, or of agreements among the shareholders or among the consortia parties of companies in which the company participates, as well as approving the signing of new agreements and/or consortia contracts that address subjects of this nature;

XXX.     authorize the negotiation, signing or alteration of contracts of any kind of value between the company and (i) its shareholders, either directly or through intermediary companies (ii) companies which directly or indirectly participate in the capital of the controlling shareholder or which are controlled, or are under joint control, by companies which participate in the capital of the controlling shareholder, and/or (iii) companies in which the controlling shareholder of the company participates, and the Board of Directors may establish delegations, with standards and procedures, which meet the requirements and nature of the operations, without prejudice of keeping the aforementioned group duly informed of all company transactions with related parties;

XXXI.   expressing its opinion regarding any matter to be submitted to the General Meeting of Shareholders;

XXXII.  authorizing the purchase of shares of its own issuance for maintenance in treasury, cancellation or subsequent sale;

XXXIII. approving the recommendations submitted by the Fiscal Council of the Company in the exercise of its legal and statutory attributions.

§1 -                         The Board of Directors shall be responsible for appointing, as submitted by the Executive Board, the persons who shall form part of the Administrative, Consulting and Audit bodies of those companies and organizations in which the company participates, directly or indirectly.

§2 -         The Board of Directors may, at its discretion, delegate the assignment mentioned in the prior paragraph to the Executive Board.

SECTION II - COMMITTEES

Article 15 - The Board of Directors, shall have, for advice on a permanent basis, 5 (five) technical and advisory committees, denominated as follows: Executive Development Committee, Strategic Committee, Finance Committee, Accounting Committee and Governance and Sustainability Committee.

§1 -         The Board of Directors, at its discretion, may also establish, for its consulting support, other committees to fulfill consultant or technical tasks, other than those permanent committees as set forth in the caption of this Article.

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§2 - The members of the committees shall be remunerated as established by the Board of Directors, and those members who are administrators of the company shall not be entitled to additional remuneration for participating on the committees.

Subsection I — Mission

Article 16 - The mission of the committees shall be to provide support to the Board of Directors, which includes the follow up of the activities of the Company, in order to increase the efficiency and quality of its decisions.

Subsection II — Composition

Article 17 - The members of the committees shall have proven experience and technical skills in relation to matters that are the object of the respective committee’s responsibility and shall be subject to the same legal duties and responsibilities as the administrators.

Article 18 - The composition of each committee shall be defined by the Board of Directors.

§1 - The members of the committees shall be appointed by the Board of Directors and may belong to company administration bodies or not.

§2 - The term of management for the members of the committees shall begin as of their appointment by the Board of Directors, and termination shall coincide with the end of the management term of the members of the Board of Directors, and reappointment shall be permitted.

§3 - During their management, members of the committees may be removed from office by the Board of Directors.

Subsection III — Workings

Article 19 - Standards relating to the workings of each committee shall be defined by the Board of Directors.

§1 - The committees established within the company shall not have decision making power and their reports and proposals shall be submitted to the Board of Directors for approval.

§2 - The committees’ reports do not constitute a necessary condition for the presentation of matters for scrutiny and approval by the Board of Directors.

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Subsection IV — Responsibilities

Article 20 - The main duties of the committees are set forth in Article 21 and subsequent articles, whereas their detailed duties shall be defined by the Board of Directors.

Article 21 - The Executive Development Committee shall be responsible for:

I -                      issuing reports on the human resources general policies of the Company submitted by the Executive Board to the Board of Directors;

II -                 analyzing and issuing reports to the Board of Directors on the restatement of remuneration of members of the Executive Board;

III -              submitting and ensuring up-to-dateness of the performance evaluation methodology of the members of the Executive Board; and

IV -               issuing reports on health and safety policies proposed by the Executive Board.

Article 22 - The Strategic Committee shall be responsible for:

I -                      issuing reports on the strategic guidelines and the strategic plan submitted annually by the Executive Board;

II -                 issuing reports on the company’s annual and multi-annual investment budgets submitted by the Executive Board to the Board of Directors;

III -            issuing reports on investment and/or divestiture opportunities submitted by the Executive Board to the Board of Directors; and

IV -             issuing reports on operations relating to merger, split-off, incorporation in which the company and its controlled subsidiaries are a party, and on share purchases submitted by the Executive Board to the Board of Directors.

Article 23 - The Finance Committee shall be responsible for:

I -                      issuing reports on the corporate risks and financial policies and the internal financial control systems of the Company; and

II -                 issuing reports on the compatibility between the remuneration level of shareholders and the parameters established in the annual budget and financial scheduling, as well as its consistency with the general policy on dividends and the capital structure of the company.

Article 24 - The Accounting Committee shall be responsible for:

I -                      recommending the appointment of the person responsible for the internal auditing of the Company to the Board of Directors;

II -                 issuing reports on the policies and the Company’s annual auditing plan submitted by the employee responsible for internal auditing, and on its execution;

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III -            tracking the results of the Company’s internal auditing, and identifying, priorizing, and submitting actions to be accompanied by the Executive Board to the Board of Directors; and

IV -             analyzing the Annual Report, as well as the Financial Statements of the company and making recommendations to the Board of Directors.

Proposal to exclude item IV of Art. 24, considering that such assignment is up to the Fiscal Council, acting as audit committee for the purpose of the Law Sarbanes-Oxley (Sarbox):

IV -                                     analyzing the Annual Report, as well as the Financial Statements of the company and making recommendations to the Board of Directors.

Article 25 - The Governance and Ethics Committee shall be responsible for:

I -                                 evaluating the efficiency of the company’s governance practices and the workings of the Board of Directors, and submitting improvements;

II -                             submitting improvements to the code of ethics and in the management system in order to avoid conflicts of interests between the company and its shareholders or company administrators; and

III -                         issuing reports on potential conflicts of interest between the company and its shareholders or administrators, and

IV -                          issuing reports on policies related to the Company’s institutional social responsibilities, such as environmental-related issues and the Company’s social responsibilities, proposed by the Executive Board.

SECTION III - EXECUTIVE BOARD

Subsection I — Composition

Article 26 - The Executive Board, which shall be the executive management body of the company, shall consist of 6 (six) to 11 (eleven) members, one of whom shall be the Chief Executive Officer and the others Executive Officers.

§1 - The Chief Executive Officer shall submit to the Board of Directors the names of candidates for the Executive Board with renowned knowledge and specialization in the subject of responsibility of the respective operational area, and may also at any time submit to the Board of Directors a motion to remove.

§2 - The Executive Officers shall have their individual duties defined by the Board of Directors.

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§3 - The management term of the members of the Executive Board shall be 2 (two) years, and re-election shall be permitted.

Subsection II — Workings

Article 27 - The Chief Executive Officer and other members of the Executive Board shall continue in their respective official capacities when physically distant from headquarters realizing their respective duties on business-related travel. In the case of a permanent vacancy, or an impairment which temporarily impedes an officer from performing his respective duties, or a temporary absence or leave due to extraordinary circumstances, the respective procedures for replacing the Chief Executive Officer and other Executive Officers shall be as follows:

§1º -                      In the case of an impairment which temporarily impedes the Chief Executive Officer from performing his respective duties, the Chief Financial Officer shall assume, in addition to his own legal, statutory, and regulatory rights and responsibilities, the legal, statutory, and regulatory responsibilities of Chief Executive Officer, provided that the Board of Directors ratifies such replacement. In the case of the Chief Executive Officer’s temporary absence or leave due to extraordinary circumstances, the Chief Executive Officer shall designate his own substitute, who shall assume all legal, statutory, and regulatory rights and responsibilities of the Chief Executive Officer.

§2º -                      In the case of an impairment which temporarily impedes an Executive Officer from performing his respective duties or in the case of an Executive Officer’s temporary absence or leave due to extraordinary circumstances, such Executive Officer shall be replaced, in accordance with the Chief Executive Officer’s nomination, by any of the other Executive Officers, and such nominated Executive Officer shall assume, in addition to his own legal, statutory, and regulatory rights and responsibilities, the legal, statutory, and regulatory responsibilities of the temporarily impaired or absent Executive Officer, excluding voting rights at Executive Board meetings,  for the duration of the temporarily impaired or absent Executive Officer’s term.

§3º -                      Should there be a permanent vacancy in the position of Executive Officer, the Chief Executive Officer shall select a substitute officer and submit such officer’s name to the  Board of Directors who shall appoint such substitute officer to complete the remaining term of the vacant executive officer.

§4º -                      Should there be a permanent vacancy in the position of the Chief Executive Officer, the Chief Financial Officer shall replace the Chief Executive Officer and shall assume the duties, rights, and responsibilities of both the Chief Executive Officer and the Chief Financial Officer, until the Board of Directors holds an election to fill the position of Chief Executive Officer.

Article 28 - In respect of the limits established for each Executive Officer, the decisions on matters affecting his specific operational area, provided that the matter does not affect the

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operational area of another Executive Officer, shall be taken by himself or in conjunction with the Chief Executive Officer, in matters or situations pre-established by the latter.

Article 29 - The Executive Board shall meet on an ordinary basis once each fifteen days and extraordinarily whenever called by the Chief Executive Officer or his substitute; and Executive Board members may participate in ordinary or extraordinary meetings in person, by teleconference, videoconference, or other means of communication.

Proposal to adjust the caput of Art. 29 to harmonize it with the text proposed for the meetings of the Board of Directors:

Art. 29 - The Executive Board shall meet on an ordinary basis once each fifteen days and extraordinarily whenever called by the Chief Executive Officer or his substitute, and Executive Board members may participate in ordinary or extraordinary meetings in person, by teleconference, videoconference, or other means of communication that could ensure effective participation and authenticity of the vote.

Sole Paragraph - The Chief Executive Officer shall convene an extraordinary meeting of the Executive Board by virtue of the request of at least 3 (three) members of the Executive Board;

Article 30 - The meetings of the Executive Board shall only begin with the presence of the majority of its members.

Article 31 - The Chief Executive Officer shall chair the meetings of the Executive Board in order to priorize consensual approvals amongst its members.

§1 -                        When there is no consent among members of the Board, the Chief Executive Officer may (i) withdraw the issue from the agenda, (ii) attempt to form a majority, with the use of his casting vote or, (iii) in the interests of the company and by grounded presentation, decide individually on the matters raised for joint approval, including those listed in Article 32, and in respect of the exceptions stated in §2 following;

§2 -                        Decisions relating to annual and multi-annual budgets and to the strategic plan and the Annual Report of the company shall be taken by majority vote, considered to be all Executive Officers, provided that the favorable vote of the Chief Executive Officer is included therein.

§3 -                        The Chief Executive Officer shall inform the Board of Directors the utilization of the prerogative concerning item (iii), §1 stated above, in the first Board of Directors meeting which succeed the corresponding decision.

Subsection III — Responsibilities

Article 32 - The Executive Board shall be responsible for:

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I -                                  approving the creation and elimination of Executive Departments subordinated to each Executive Director;

II -                             preparing and submitting to the Board of Directors the company’s general policies on human resources, and executing the approved policies;

III -                        complying with and ensuring compliance with the general guidelines and business policies of the Company laid down by the Board of Directors;

IV -                         preparing and submitting, annually, to the Board of Directors, the company’s strategic guidelines and the strategic plan, and executing the approved strategic plan;

V -                              preparing and submitting the Company’s annual and multi-annual budgets to the Board of Directors, and executing the approved budgets;

VI -                         planning and steering the company’s operations and reporting the company’s economic and financial performance to the Board of Directors, and producing reports with specific performance indicators;

VII -                    identifying, evaluating and submitting investment and/or divestiture opportunities to the Board of Directors which exceed the limits of the Executive Board as defined by the Board of Directors, and executing the approved investments and/or divestitures;

VIII -      identifying, evaluating and submitting to the Board of Directors operations relating to merger, split-off, incorporation in which the company is a party, as well as share purchases, and conducting the approved mergers, split-offs, incorporations and purchases;

IX -                        preparing and submitting the company’s finance policies to the Board of Directors, and executing the approved policies;

X -                             submitting to the Board of Directors the issuance of simple debentures, not convertible into shares and without collateral;

XI -                        defining and submitting to the Board of Directors, after the drawing up of the balance sheet, the employment of profit for the year, the distribution of company dividends and, when necessary, the capital budget;

XII -                   preparing in each fiscal year the Annual Report and Financial Statements to be submitted to the Board of Directors and the General Meeting;

XIII -                adhere to and encourage adhesion to the company’s code of ethics, established by the Board of Directors;

XIV -                 preparing and submitting to the Board of Directors the company’s policies on corporate responsibility, such as the environment, health, safety and social responsibility, and implementing the approved policies;

XV -                    authorizing the purchase of, sale of and placing of liens on fixed and non fixed assets including securities, the contracting of services, the company being the

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provider or receiver of such, being empowered to establish standards and delegate powers, all in accordance with the criteria and standards established by the Board of Directors;

XVI -               authorizing the signing of agreements, contracts and settlements that constitute liabilities, obligations or commitments on the company, being empowered to establish standards and delegate powers, all in accordance with the criteria and standards established by the Board of Directors;

XVII -          propose to the Board of Directors any reformulation, alteration, or amendment of shareholders’ agreements or of agreements among the shareholders of companies in which the company participates, as well as suggesting the signing of new agreements and consortia contracts that address subjects of this nature;