Appreciation of the managements’ report, and analysis, discussion and vote on the financial statements for the fiscal year ending on December 31, 2010;

Proposal to the destination of profits of the said fiscal year and approval of the investment budget for Vale, pursuant to article 196 of the Brazilian Corporate Law;

Appointment of the members of the Board of Directors;

Appointment of the members of the Fiscal Council; and

Establishment of the remuneration of the Senior Management and Fiscal Council members.

Proposal for a capital increase, through capitalization of reserves, without the issuance of shares, and the consequent change of the head of Article 5 of Vale ´s By-Laws.

by the majority of shareholders, the present written minutes were approved in a summarized form as well as the respective publication of the same, omitting the signatures of the present shareholders, pursuant to article 130, §§1^st and 2^nd, of Law #6,404/76;

by the majority of the shareholders, the dissension and the voting abstentions forms of the Federal Union, the funds managed by Argucia Capital Management and Banco do Brasil, have been received by the Panel and were duly noted, the Management Report and the Financial Statements, as well as of the External Auditors Report by PricewaterhouseCoopers Auditores Independentes, all related to the fiscal year ending on December 31, 2010, with favorable opinions issued by the Fiscal Council, the Accounting Committee, and the Board of Directors dated as of February 24, 2011;

by the majority of the shareholders, the dissension and the voting abstentions forms of the Federal Union, the funds managed by Argucia Capital Management and Banco do Brasil, and Danilo Chammas, have been received by the Panel and were duly noted, the proposal by the Executive Officers Board, with favorable opinion by the Board of Directors and the Fiscal Council, both issued on February 24, 2011, to allocate the earnings from the year ending on December 31, 2010, as follows:

 

 

 

 

Organic growth

 

 

 

the appointment of the following shareholders as members to the Board of Directors was approved, for a term of until the 2013 Ordinary General Shareholders Meeting is held, as follows:

ratifying the election, according to the process of direct election by the combination of employees for the purposes set out subparagraph §5^th of Article 11 of Vale ´s By-Laws of Messrs. Paulo Soares de Souza, Brazilian, married, electrician, bearer of the identity card #3479023 issued by SSP/MG, enrolled at the General Taxpayer Registry under #541.150.276-49, resident and domiciled at Rua Antonio Germano Barbosa nº 185, Bela Vista, Itabira, MG; and Raimundo Nonato Alves Amorim, Brazilian, married, technician, bearer of the identity card #4.318.638 issued by SSP/PA, enrolled at the General Taxpayer Registry under #147.611.573-72, resident and domiciled at Rua Eldorado nº 789, Bairro Maranhão, in the City of Parauapebas, PA, as Director and Alternate, respectively;

by the majority of the shareholders, the dissension and the voting abstentions forms of the Federal Union, Caixa Econômica Federal, the funds managed by Argucia Capital Management and Banco do Brasil, Danilo Chammas, Clarice Cassab, and Karina Kato, have been received by the Panel and were duly noted by the majority of the shareholders, the appointment of the following nominees indicated by Valepar:

the appointment of the Fiscal Council members, whose term shall last until the 2012 Ordinary General Shareholders’ Meeting is held, as follows:

Mr. Antonio Henrique Pinheiro Silveira, Brazilian, married, economist, bearer of the identity card #114.703.65-51 issued by SSP/BA, enrolled at the General Taxpayer Registry under #010.394.107-07; with commercial address at Esplanada dos Ministérios, Bloco P, Sala 309, in the City of Brasília, DF; and Mr. Marcus Pereira Aucélio, Brazilian, married, engineer, bearer of the identity card # 814.379 issued by SSP/DF, enrolled at the General Taxpayer Registry under #393.486.601-87, with commercial address at Esplanada dos Ministérios, Ministério da Fazenda, Bloco P, Anexo A, 1º andar, Ala A, sala 101, in the City of Brasília, DF as member and respective alternate, as indicated by Federal Union and adhesion of Caixa Econômica Federal;

Appointed by the majority of the voting shareholders, the dissension and the voting abstentions forms of the Federal Union, Caixa Econômica Federal, the funds managed by Argucia Capital Management and Banco do Brasil, Danilo Chammas, Clarice Cassab, Leandro Uchoas Ribeiro, and Karina Kato, have been received by the Panel and were duly noted, as follows: Mr. Arnaldo José Vollet, Brazilian, married, mathematician, bearer of the identity card # 9.208.006-8 issued by DETRAN/RJ, enrolled at the General Taxpayer Registry under #375.560.618-68, with commercial address at Praia de Botafogo nº 501, 4º andar, Botafogo, in the City of Rio de Janeiro, RJ; Mr. Marcelo Amaral Moraes, Brazilian, married, bachelor in Economics, bearer of the identity card # 07.178.889-7 issued by IFP/RJ, enrolled at the General Taxpayer Registry under #929.390.077-72, with commercial address at Avenida Paulista n° 1.450, 9º andar, in the City of São Paulo, SP; and Mr. Aníbal Moreira dos Santos, Brazilian, married, accountant technician, bearer of the identity card #010912/O-6 issued by CRC/RJ, enrolled at the General Taxpayer Registry under #011.504.567-87, resident and domiciled at Rua Getúlio das Neves nº 25, apto. 204, in the City of Rio de Janeiro, RJ, as effective members of the Fiscal Council, and Mr. Cícero da Silva, Brazilian, married, accountant, bearer of the identity card #221.710 issued by SSP/MT, enrolled at the General Taxpayer Registry under #045.747.611-72, with commercial address at Rua 15 de Novembro nº 310, 5º andar, sala 503, in the City of Campo Grande, MS; and Oswaldo Mário Pêgo de Amorim Azevedo, Brazilian, married, engineer, bearer of the identity card #190.839 issued by Ministério da Marinha, enrolled at the General Taxpayer Registry under #005.065.327-04, resident and domiciled at Rua Sacopã nº 729, apto. 501, in the City of Rio de Janeiro, RJ, as alternates for the first two members appointed hereby, remaining vacant the alternate position for Mr. Aníbal Moreira dos Santos;

by the majority of the shareholders, the dissension and the voting abstentions forms of the Federal Union, Caixa Econômica Federal, the funds managed by Argucia Capital Management and Banco do Brasil, Danilo Chammas, Clarice Cassab, and Karina Kato, have been received by the Panel and were duly noted, the determination of the annual global remuneration for the Senior Management, Members of the Board of Directors, Advisory Committees and Fiscal Council members for the year 2011, at up to at up to R$108.961.196,00 to be distributed by the Board of Directors;

by the majority of the shareholders, the dissension and the voting abstentions forms of the Federal Union, Caixa Econômica Federal, the funds managed by Argucia Capital Management and Banco do Brasil, Danilo Chammas, Clarice Cassab, and Karina Kato, have been received by the Panel and were duly noted, the determination of the monthly remuneration for each acting member of the Fiscal Council from May 1, 2011, until the holding of the 2012 Ordinary General Shareholders Meeting, at ten per cent of the average remuneration paid to each director. Benefits, allowances and shares in profits not included in that figure, besides the right to reimbursement of traveling and lodging expenses necessary to the performance of their duties. The alternate members will only receive remuneration when substituting for their respective effective members, in case of vacancy, disqualification or absence.