Blueprint
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
December
2017
Vale S.A.
Avenida das
Américas, No. 700 – Bloco 8, Sala 218
22640-100 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 ☒
Form 40-F ☐
(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 ☐
No
☒
(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 ☐
No
☒
(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 ☐
No
☒
(If
“Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b).
82- .)
FREE TRANSLATION FROM PORTUGUESE VERSION
MINUTES OF THE EXTRAORDINARY
SHAREHOLDERS’ MEETING OF VALE S.A. HELD ON DECEMBER 21,
2017
Publicly Held Company
Corporate Taxpayer’s ID (CNPJ/MF)
33.592.510/0001-54
Board of Trade Registration (NIRE) 33.300.019.766
01 - PLACE, DATE AND TIME:
At the office of Vale S.A. (“Vale” or
“Company”), located at Avenida das
Américas, no. 700, 2nd Floor, room 218 (auditorium),
Città America, Barra da Tijuca, Rio de Janeiro, on December 21, 2017 at 9
a.m.
02 - PANEL:
Chairman:
Mr.
Gilmar Dalilo Cezar Wanderley, appointed pursuant to article.
9º, §1º of Vale´s Bylaws
Secretary:
Ms.
Maria Isabel dos Santos Vieira
03 - ATTENDANCE AND QUORUM:
Shareholders representing 88% of the Company’s shares
attended the meeting, as can be verified in the signatures in the
Shareholders Attendance Book and the information contained in the
analytical charts prepared by the registrar and by the Company
itself, pursuant to Article 21-W, items I and II, of CVM
Instruction No. 481/2009, thereby confirming the
required quorum for the Extraordinary Shareholders’
Meeting to occur.
Mr.
Luciano Siani Pires, Executive Director of Vale, Mr. Rodrigo
Carvalho Álvares, representative of Premiumbravo
Auditores Independentes, and Messrs.
Marcelo Amaral Moraes and Marcus Vinicius Dias
Severini, effective members of the
Fiscal Council, pursuant to Article 164 of Law No. 6,404/76, also
were in attendance.
04 - CALL:
The Extraordinary Shareholders’ Meeting was duly convened
through the publication of the Call Notice on November 22, 23 and
24, 2017 in the Official Gazette of the State of Rio de Janeiro,
pages 6, 6 and 6, and on November 18, 19, 20 and 21 (single
edition), 22 and 23, 2017 in the newspaper Valor Econômico
of Rio de Janeiro, pages E4, E3 and
E3, in order to vote on the following matters on the
Agenda:
I.
Proposal to list
Vale’s shares on the “Novo Mercado” special segment of
the B3 S.A. – Brasil, Bolsa, Balcão
(“B3”);
II.
Amendment of
Vale’s By-Laws to reflect the conversion of all class
“A” preferred shares into common shares, as well as to
adapt them to the current rules of the “Novo Mercado,” if the proposal
for listing in item I above is approved, as listed
below:
a.
Include
§§ 1, 2 and 3 to Article 1 to adjust the By-Laws to
comply with the requirements provided for in the Novo Mercado Listing Rules currently in
force ("Novo Mercado
Listing Rules”);
b.
Amend the head
paragraph of Article 5 to reflect the changes in the capital stock
resulting from the conversion of all class “A”
preferred shares into the Company’s common
shares;
c.
Amend §§
1, 2, 3 and 4 of Article 5 to adjust the By-Laws to comply with the
Company’s new reality, with the end of class “A”
preferred shares and to the requirements provided for in the
Novo Mercado Listing
Rules;
d.
Amend §§
5 and 6 of Article 5 to adjust the wording, considering the
conversion of all class “A” preferred shares into
common shares;
e.
Amend §§
1 and 3 of Article 10 to adjust the By-Laws to comply with the
requirements provided for in the Novo Mercado Listing
Rules;
f.
Delete §§
2, 3 and 4 of Article 11 to simplify and clarify the By-Laws, since
such provisions are regulated under Article 141 of Law No.
6,404/76, and there is no need to reproduce them, with the
resulting renumbering of §§ 5 to 14 of said
article;
g.
Amend current
§ 6 of Article 11 of the By-Laws to comply with the
requirements provided for in the Novo Mercado Listing
Rules;
h.
Amend current
§§ 12, 13 and 14 of Article 11 to adjust the references,
in view of the deletion of § 2 of Article 11;
i.
Include section
XXXV of Article 14 to adjust the By-Laws to comply with the
requirements provided for in the Novo Mercado Listing
Rules;
j.
Amend the head
paragraph of Article 15 to adjust the wording;
k.
Include the Sole
Paragraph to Article 30 to adjust the By-Laws to comply with the
requirements provided for in the Novo Mercado Listing
Rules;
l.
Adjust the Sole
Paragraph of Article 36 to clarify the existence of only
special-class preferred shares, after the conversion of all class
“A” preferred shares into common shares;
m.
Amend the title of
Chapter VIII to adjust the By-Laws to comply with the requirements
provided for in the Novo
Mercado Listing Rules;
n.
Amend section II of
Article 42, section II of Article 43 and the head paragraph and
§ 1 of Article 45 to adjust the new business name of
B3;
o.
Amend the head
paragraph of Article 48 to include the reference to the new
articles 52 and 54 of the By-Laws;
p.
Amend Article 51
and include the new Article 52 to adjust Vale’s By-Laws to
comply with the requirements provided for in the Novo Mercado Listing
Rules;
q.
Include Articles 53
and 54 and their respective §§ to adjust Vale’s
By-Laws to comply with the requirements provided for in the
Novo Mercado Listing
Rules;
r.
Amend current
Article 52 to adjust the numbering and adjust Vale’s By-Laws
to comply with the requirements provided for in the Novo Mercado Listing
Rules;
III.
Pursuant to
articles 224, 225 and 227 of Law No. 6,404/1976, approve the
Protocol and Justification of Merger of Balderton Trading Corp.
(“Balderton”), a wholly-owned subsidiary of the
Company;
IV.
Pursuant to
articles 224, 225 and 227 of Law No. 6,404/1976, approve the
Protocol and Justification of Merger of Fortlee Investments Ltd.
(“Fortlee”), a wholly-owned subsidiary of the
Company;
V.
Pursuant to
articles 224, 225, 227 and 229 of Law No. 6,404/1976, approve the
Protocol and Justification of Partial Spin-off of Empreendimentos
Brasileiros de Mineração S.A. (“EBM”), with
Merger of the Spun-off Portion into Vale;
VI.
Ratify the
appointment of Premiumbravo Auditores Independentes, a specialized
company hired to appraise the owners’ equity of Balderton and
Fortlee and the spun-off portion of EBM’s equity, to be
transferred to Vale;
VII.
Approve the
Appraisal Report of Balderton, prepared by the specialized
company;
VIII.
Approve the
Appraisal Report of Fortlee, prepared by the specialized
company;
IX.
Approve the
Appraisal Report of the spun-off portion of EBM’s equity,
prepared by the specialized company;
X.
Approve the merger,
without a capital increase and without the issuance of new shares,
of Balderton into Vale;
XI.
Approve the merger,
without a capital increase and without the issuance of new shares,
of Fortlee into Vale;
XII.
Approve the merger,
without a capital increase and without the issuance of new shares,
of the spun-off portion of EBM’s equity into Vale;
and
XIII.
Ratify the
appointments of a principal member and alternate member of the
Board of Directors made at the meetings of the Board on October 25,
2017, and November 17, 2017, under § 11 of article 11 of the
By-Laws.
All documents required by Law No. 6,404/1976 and by the Brazilian
Securities and Exchange Commission (Comissão de Valores
Mobiliários - CVM)
applicable to the matters on the Agenda were made available to the
Company’s shareholders, on the Company’s investor
relations website and through the CVM’s System for Sending
Periodic and Occasional Information (Sistema de Envio de
Informações Periódicas e Eventuais
- IPE) due to the publication of the
Call Notice of Meeting.
05 - READING OF DOCUMENTS AND PRELIMINARY
CLARIFICATIONS:
In compliance with CVM Instruction No. 481/2009, the Secretary of
the Meeting read the consolidated synthetic summary of votes
released to the market yesterday, as requested by the Chairman of
the Meeting. After the reading, such document remained on the table
for consultation by the shareholders.
The documents related to the matters to be discussed during
the Meeting could also be found on the table, namely: (i) Publications of the Notice of
Meeting;(ii) Manual with information about the
Shareholders’ Meeting (“AGE Manual”);
(iii)
Material about the Novo
Mercado;(iv) Report with detailed information about the origin
and justification for the amendments proposed to the
Company’s By-Laws, as well as the draft of Vale’s
By-Laws, as set forth in Article 11 of CVM Instruction No.
481/2009;(v) Protocol and Justification for Merger of Balderton
into Vale, with the respective exhibits, including the Appraisal
Report;(vi) Protocol and Justification for Merger of Fortlee
into Vale, with the respective exhibits, including the Appraisal
Report;(vii) Protocol and Justification for Partial Spin-off of
EBM, with the respective exhibits, including the Appraisal
Report;(viii) Information required by Article 20-A of CVM
Instruction No. 481/2009 in connection to the mergers of Balderton
and Fortlee and the spun-off portion of EBM;(ix) Good Standing Certificates and Organizational
Documents of Balderton and Fortlee;(x) Extracts of the Minutes of Vale’s Board of
Directors Meeting dated October 25, 2017 and November 17,
2017;(xi) Opinions of Vale’s Fiscal Council dated
October 24, 2017 and November 17, 2017; and (xii) Information about the appraiser pursuant to
Article 21 of CVM Instruction No. 481/2009, including copy of the
service proposals.
The reading of these documents was unanimously waived by the
shareholders, since they are already known by all, after
receiving 2.194.484.944 votes in favor and 245.731.352 abstentions.
06 - DRAWING UP AND PUBLICATION OF THE MINUTES
Pursuant to Article 9, § 2
of the By-Laws, the minutes of this Meeting are drawn up in the
form of a summary of the resolutions taken and will be published
with the omission of the signature of the shareholders in
attendance.
07 - RESOLUTIONS:
After debate, the following resolutions were taken:
7.1.
By majority, the
proposal to list the Company on the Novo Mercado special segment of the B3
S.A. – Brasil, Bolsa, Balcão was approved.
3.803.413.583
votes in favor, 711.419 votes against and 510.123.054 abstentions
were counted.
7.2.
By majority, the
amendment in the Company’s By-Laws to reflect the conversion
of all class “A” preferred shares into common shares,
as voted in the Extraordinary Shareholders’ Meeting and
Special Meeting of Class “A” Preferred Shareholders
held on October 18, 2017, was approved, as well as to adjust the
By-Laws to comply with the current rules of the Novo Mercado. Thus, the following
provisions of the By-Laws will go into force as
follows:
“Article 1 -
(...)
§ 1
- With the
admission of Vale to the special listing segment named Novo
Mercado, of B3 S.A. – Brasil, Bolsa, Balcão
(“B3”) Vale, its shareholders, directors, executive
officers and members of the Fiscal Council are also subjected to
the B3’s Novo Mercado Listing Rules (the “Novo Mercado
Rules”).
§ 2
- Vale, its directors, executive
officers and shareholders shall conform to the Issuer Listing and
Security Trading Admission Rules, including the rules regarding
withdrawal and delisting of trading securities approved for trading
in the exchange and over-the-counter markets managed by
B3.
§ 3 - Where the rights
of the public offerees provided for in these By-Laws conflict with
the provisions of the Novo Mercado Rules, the provisions of the
Novo Mercado Rules will prevail.”
“Article 5 -
Vale’s paid-up capital
amounts to R$77,300,000,000.00 (seventy-seven billion and three
hundred million Reais) divided into 5,284,474,782 (five billion,
two hundred and eighty-four million, four hundred and seventy-four
thousand and seven hundred and eighty-two) book-entry shares, being
R$77,299,999,823.12 (seventy-seven billion, two hundred and
ninety-nine million, nine hundred and ninety-nine thousand, eight
hundred and twenty-three Reais and twelve cents), divided into
5,284,474,770 (five billion, nine two hundred and eighty-four
million, four hundred and seventy-four thousand, seven hundred and
seventy) common shares and R$176.88 (one hundred and seventy-six
Reais and eighty-eight cents), divided into 12 (twelve) special
class preferred (golden) shares, all without nominal
value.
§ 1 - The shares are
common shares and special class preferred shares. Vale may not
issue other preferred shares.
§ 2 - The special class
preferred shares shall belong exclusively to the Federal Government
and will have the rights expressly and specifically attributed to
these shares in the current By-Laws.
§ 3 -
Each common share and special
class preferred shares shall confer the right to one vote in
decisions made at General Meetings, the provisions of § 4
following being observed.
§ 4 - The special class
preferred shares will have the same political rights as the common
shares, except regarding voting for the election of Board Members,
which shall only be attributed to the special class preferred
shares with regard to the provisions set forth in §§ 4
and 5 of Article 141 of Law 6,404/76. Also attributed to the
special class preferred shares is the right to elect and dismiss
one member of the Fiscal Council, and the respective
alternate.
§ 5 -
Holders of special class preferred
shares shall be entitled to receive dividends calculated as set
forth in Chapter VII in accordance with the following
criteria:
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 - Special class
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 10 -
(...)
§ 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 the members of the Board of Directors and the
Executive Board is subject to prior subscription of the Term of
Consent of Administrators in accordance with the provisions of the
Novo Mercado Rules, as well as in compliance with the applicable
legal requirements.
(...)
§ 3 -
The positions of Chairman of the
Board of Directors and Chief Executive Officer, or chief executive
of the Company, may not be held by the same
person.
(...)””
“Article 11
- (...)
§ 2 -
From among the 12 (twelve)
principal 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.
§ 3 - Of the members of
the Board of Directors, at least 20% (twenty percent) shall be
Independent Directors (as defined by the Novo Mercado Rules), and
expressly designated as such in the Minutes of the General Meeting
that elected them. Members of the Board of Directors elected
pursuant to the provisions of §§4 and 5 of Article 141 of
Law 6,404/76 shall also be regarded as Independent Directors. If
the application of the percentage referenced above results in a
fractional number of Directors, the result shall be rounded to in
accordance with the Novo Mercado Rules.
§ 4 - 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.
§ 5 - 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.
§ 6 - 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.
§ 7 - During their
impediments or temporary absences, the members of the Board of
Directors shall be replaced by their respective
alternates.
§ 8 - 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.
§ 9 - If the Board of
Directors is elected under the multiple vote regime, as established
in Article 141 of Law No. 6,404/76, the Chairman of the
shareholders meeting shall inform those shareholders present that
the common shares which elected a member of the Board of Directors,
by means of a separate vote in accordance with §§4 and 5
of Article 141 of Law 6,404/76, 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.
§ 10 - With the
exception of the principal members and their respective alternates
elected by means of separate vote, respectively, by the employees
of the company and by the holders of common and/or preferred
shares, under §§4 and 5 of Article 141 of Law 6,404/76,
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, principal or alternate, elected through the multiple
vote system by the general shareholders meeting, shall imply the
removal of the other members of the Board of Directors also elected
through the multiple vote system, 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.
§ 11 - Whenever,
cumulatively, the election of the Board of Directors is held under
the multiple vote system and the holders of common shares or
special class preferred shares or company employees exercise the
right established in §§ 4 and 5 of Article 141 of Law
6,404/76 and in §2 above, the shareholder or group of
shareholders under vote agreement who hold over 50% (fifty percent)
of common 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 head of Article 11.
“Article 14 -
(...)
and
XXXV.
determining a list of three expert business valuation firms in
order to prepare a valuation report for Vale’s shares in the
event of an OPA (as defined below) for the cancellation of the
company’s registration as a publicly held company, for the
exit from the Novo Mercado or in the OPA provided for in Article 45
of these By-laws.
(...)”
“Article 15
- The Board
of Directors, shall have, for advice on a permanent basis, 5 (five)
technical and advisory committees, denominated as follows:
Personnel Committee, Compliance and Risk Committee, Finance
Committee, Audit Committee and Sustainability
Committee.
(...)”
“Article 30 -
(...)
Sole Paragraph - An
Agreement of Consent of the Members of the Fiscal Council, as
provided for in the terms of the Novo Mercado Rules, as well as the
compliance with the applicable legal requirements, are required
before the members of the Fiscal Council take
office.”
“Article 36 -
(...)
Sole Paragraph - The amount
of the interest, paid or credited in the form of interest on
stockholders' equity in accordance with the prescriptions of
Article 9, § 7 of Law # 9,249 dated December 26, 1995 and of
relevant legislation and regulations, may be ascribed to the
compulsory dividend and to the minimum annual dividend on the
special class preferred shares, such amount for all legal purposes
forming the sum of the dividends distributed by the
company.”
“CHAPTER VIII — SALE
OF CONTROL, CANCELLATION OF THE COMPANY’S REGISTRATION AS A
PUBLICLY HELD COMPANY AND EXIT FROM THE NOVO
MERCADO”
“Article 42 -
(...)
II.
in case of transfer of the control of a company holding Control
over the company, in which case the Selling Controlling Shareholder
shall inform B3 regarding the amount attributed to the company in
this transfer and attach the documents evidencing such
amount.”
“Article 43 -
(...)
II - pay, as indicated
below, the amount equivalent to the difference between the tender
offer price and the amount paid per any share acquired on a stock
exchange in the six (6) months prior to the acquisition of Control,
duly adjusted for inflation until the payment date. Such amount
shall be distributed among all persons who sold the company’s
common shares during the trading sessions in which the Purchaser
made the acquisitions, proportionally to the net daily selling
balance of each, and B3 will take measures to make the distribution
pursuant to its regulations.”
“Article 45 - Any
person, shareholder or Group of Shareholders who acquires or
becomes, or has become, by any means, the holder of an amount equal
to or greater than 25% (twenty-five percent) of the company’s
total issued common shares or of its total capital stock, excluding
shares held in treasury, shall, within thirty (30) days after the
date of acquisition or the event resulting in the ownership of
shares in an amount equal to or greater than the aforementioned
limit, make or request the registration of, as the case may be, a
tender offer for all common shares issued by the company (oferta
pública para aquisição, or “OPA”), in
compliance with applicable CVM and B3 regulations and the terms of
this article.
§ 1 - The OPA shall be
(i) addressed equally to all shareholders holding common shares
issued by the company, (ii) made in an auction to be held at B3,
(iii) launched at the price determined in accordance with the
provisions of § 2 below, and (iv) paid in cash in Brazilian
currency for the acquisition of the company’s common shares
issued in the OPA.
(...)”
“Article 48 - The
appraisal report referred to in Articles 45, 47, 52 and 54 of these
By-laws shall be prepared by a specialized institution or firm with
proven experience and with decisionmaking power independent
from the company, its Administrators and/or the Controlling
Shareholder(s), and the report shall also meet the requirements of
Article 8, §1 of Law No. 6,404/76 and be subject to liability
as set forth in §6 of the same article of Law No.
6,404/76.
(...)”
“Article 51 - Cases
not expressly addressed in these By-laws shall be resolved by the
General Meeting and in accordance with Law No. 6,404/76, in
accordance with the Novo Mercado Rules.”
“Article 52 - In the
event of a proposed exit from the Novo Mercado by Vale, so that the
securities issued by Vale can be admitted for trading outside the
Novo Mercado, or as a result of a corporate restructuring in which
the company resulting from this restructuring does not have its
securities admitted for trading in the Novo Mercado within 120 (one
hundred and twenty) days from the shareholders’ meeting
approving said restructuring, the Controlling Shareholder must
conduct a public offer to acquire the shares belonging to the other
Vale shareholders, at least in the Economic Value to be appraised
in a valuation performed according to the terms of caput and
§1 of Article 48 of these By-laws, complying with the
applicable legal norms.”
“Article 53 - In the
event that there is no Controlling Shareholder, in the case of a
proposed exit from the Novo Mercado by Vale so that the securities
issued by Vale can be admitted for trading outside the Novo
Mercado, or as a result of a corporate restructuring in which the
company resulting from this restructuring does not have its
securities admitted for trading in the Novo Mercado within 120 (one
hundred and twenty) days from the shareholders’ meeting
approving said restructuring, the exit will be subject to the
realization of a public offer to acquire shares in the same
conditions provided for in the article above.
§ 1 - Such general
meeting shall define the person(s) responsible for conducting the
public offer to acquire shares, who, being present at the meeting,
shall expressly assume the obligation to conduct the
offer.
§ 2 -
In the absence of a definition of
those responsible for conducting the public offer to acquire
shares, in the event of a corporate restructuring in which the
company resulting from this restructuring does not have its
securities admitted for trading in the Novo Mercado, the
shareholders voting for such a corporate reorganization shall
conduct such offer.”
“Article 54 -
Vale’s exit from the Novo Mercado as a result of
noncompliance with the obligations of the Novo Mercado Rules is
subject to the realization of a public offer to acquire shares for
at least the Economic Value of the shares, which is to be appraised
in a valuation performed according to the terms of caput and
§1 of Article 48 of these By-laws, complying with the
applicable legal norms.
§ 1 -
The Controlling Shareholder must
conduct the public offer to acquire shares provided for in the
caput of this article.
§ 2 - In the event that
there is no Controlling Shareholder and the exit from the Novo
Mercado referenced in the caput happens as a result of agreement in
a general meeting, the shareholders that voted in favor of the
agreement which resulted in the respective noncompliance must
conduct a public offer to acquire shares as provided for in the
caput.
§ 3 - In the event that
there is no Controlling Shareholder and the exit from the Novo
Mercado referenced in the caput occurs as a result of an
administrative act or fact, the Executive Officers and Directors of
Vale shall call a general shareholder's meeting with the agenda
being a discussion of how to amend the noncompliance with regards
to the obligations provided in the Novo Mercado Rules or, as the
case may be, discuss Vale’s exit from the Novo
Mercado.
§ 4 - In the event that
the general meeting referred to in §3, above, agree on the
exit of the Company from the Novo Mercado, said general meeting
shall define the parties that will be responsible for the
realization of a public offer to acquire shares provided for in the
caput, who, being present at the meeting, shall expressly assume
the obligation to conduct the offer.
“Article 55 - The
company, its shareholders, Administrators and members of the Fiscal
Council and of the Committees undertake to resolve by arbitration
before the Market Arbitration Chamber (Câmara de Arbitragem do
Mercado) any and all disputes or controversies that may arise
between or among them, related to or resulting from, in particular,
the application, validity, effectiveness, interpretation, breach
and its effects of the provisions of Law No. 6,404/76, these
By-laws and the rules issued bythe National Monetary Council, the
Central Bank of Brazil and the CVM, as well as other rules
applicable to the operation of capital markets in general, , other
than those provided for in the Novo Mercado Rules, the Arbitration
Rules, the Sanction Rules and the Novo Mercado Participation
Agreement.”
3.800.741.506
votes in favor, 3.269.143 votes against and 510.237.407 abstentions
were counted.
7.3.
By
majority, pursuant to articles 224, 225 and 227 of Law No.
6,404/1976, the Protocol and Justification of Merger of Balderton,
signed by the administrators of Vale and Balderton, was approved,
which sets forth the terms and conditions of the merger of
Balderton into Vale.
3.791.385.397
votes in favor, 691.478 votes against and 522.171.181 abstentions
were counted.
7.4.
By
majority, pursuant to articles 224, 225 and 227 of Law No.
6,404/1976, the Protocol and Justification of Merger of Fortlee,
signed by the administrators of Vale and Fortlee, was approved,
which sets forth the terms and conditions of the merger of Fortlee
into Vale.
3.791.380.018
votes in favor, 697.554 votes against and 522.170.484 abstentions
were counted.
7.5.
By
majority, pursuant to articles 224, 225, 227 and 229 of Law No.
6,404/1976, the Protocol and Justification of Partial Spin-off of
EBM, signed by the administrators of Vale and EBM, was approved,
which sets forth the terms and conditions of the partial spin-off
of EBM with merger of the spun-off portion into Vale.
3.791.429.868
votes in favor, 637.632 votes against and 522.180.556 abstentions
were counted.
7.6.
By majority, the
ratification of appointment of Premiumbravo Auditores Independentes
(“Premiumbravo”) was approved, a specialized company
with head offices located at Avenida Flamboyants da Pen’nsula
100, Bloco 3 - salas 201 a 204, CNPJ/MF 01.796.259/0001-30 and
registered in the Regional Accounting Board of the State of Rio de
Janeiro (Conselho Regional de
Contabilidade do Estado do Rio de Janeiro - CRC-RJ) under
No. 004216/O-8, referred by the administrators of Vale, Balderton,
Fortlee and EBM to appraise the owner’s equity of Balderton,
Fortlee and the spun-off portion of EBM’s equity, as
applicable, for purposes of their merger into the
Company.
3.790.722.121
votes in favor, 691.043 votes against and 522.834.892 abstentions
were counted.
7.7.
By majority, the
Appraisal Report prepared by Premiumbravo of Balderton’s book
value was approved.
3.791.393.629
votes in favor, 641.557 votes against and 522.212.870 abstentions
were counted.
7.8.
By majority, the
Appraisal Report prepared by Premiumbravo of Fortlee’s book
value was approved.
3.791.404.980
votes in favor, 623.430 votes against and 522.219.646 abstentions
were counted.
7.9.
By majority, the
Appraisal Report prepared by Premiumbravo of the book value of the
spun-off portion of EBM's equity was approved.
3.791.399.901
votes in favor, 633.010 votes against and 522.215.145 abstentions
were counted.
7.10.
By majority, the
merger of the wholly-owned subsidiary Balderton, without the
issuance of new shares and without a change in the capital stock of
Vale, resulting in the transfer of all its equity to Vale, was
approved. As a result of such merger, Balderton will be dissolved
and Vale will be its universal successor, in all its legal or
conventional assets, rights and obligations, under the terms of
current legislation.
3.791.403.914
votes in favor, 253.252 votes against and 522.190.890 abstentions
were counted.
7.11.
By majority, the
merger of the wholly-owned subsidiary Fortlee, without the issuance
of new shares and without a change in the capital stock of Vale,
resulting in the transfer of all its equity to Vale, was approved.
As a result of such merger, Fortlee will be dissolved and Vale will
be its universal successor, in all its legal or conventional
assets, rights and obligations, under the terms of current
legislation.
3.791.408.814
votes in favor, 658.001 votes against and 522.181.241 abstentions
were counted.
7.12.
By majority, the
merger of the spun-off portion of EBM’s equity into the
Company was approved, without the issuance of new shares of Vale,
considering that the common shares issued by Minerações
Brasileiras Reunidas S.A. – MBR which comprise the spun-off
portion mentioned above are indirectly held by Vale, through
Vale’s interest in EBM, and that JFE Steel Corporation, the
only other shareholder of EBM, will not receive common shares
issued by Vale, as described under the EBM Protocol. Thus, the
merger of the spun-off portion of EBM’s equity will not
result in any change to Vale’s capital stock or By-Laws, as
also described under the EBM Protocol. As a result of this
transaction, Vale will remain jointly and severally liable for any
obligations of EBM prior to the partial spin-off, as provided for
in article 233 of Law No. 6,404/1976.
3.791.387.619
votes in favor, 668.097 votes against and 522.192.340 abstentions
were counted.
7.13.
By majority, the
ratification of the following appointments was approved: Mr.
(i) Toshiya Asahi,
Japanese, married, undergraduate degree in metallurgical
engineering, National Registry of Foreigners (Registro Nacional de Estrangeiros -
RNE) No. V140661-A, Individual Taxpayer Number/Ministry of Finance
(Cadastro de Pessoas
F’sicas/Ministério da Fazenda - CPF/MF)
055.107.797-21, with business address at Praia do Flamengo 200, 14
floor, in the City of Rio de Janeiro, State of Rio de Janeiro, as
principal member of the Board of Directors; and (ii) Gilmar Dalilo Cezar
Wanderley, Brazilian, married, economist, I.D. (Instituto Félix Pacheco - IFP/RJ)
No. 091656678, CPF/MF 084.489.987-90 with business address at Praia
de Botafogo, No. 501, 4 floor, in the City of Rio de Janeiro, RJ,
as alternate member of Mr. Marcel Juviniano Barros. The principal
and alternate Members above, who will join the administration term
until the Ordinary Shareholders’ Meeting to be held in 2019,
declare that they are in good
standing, pursuant to Article 147 of Law No. 6,404/76, to perform
their duties;
3.305.365.772
votes in favor, 416.826.339 votes against and 592.055.945
abstentions were counted.
7.14.
It is hereby
recorded that, as a result of the resolutions approved at this
Meeting, the Company’s administrators were authorized to
perform all acts necessary to implement and formalize Vale’s
listing on the Novo Mercado
segment and the mergers of Balderton, Fortlee and the spun-off
portion EBM’s equity and, therefore, they may sign any and
all documents, forms and requirements that may be
required.
7.15.
In addition, the
ratification of item 6.4.2 of the minutes of the Extraordinary
Shareholders’ Meeting held on October 18, 2017 is recorded,
such that “economist” should be understood as
“securities advisor.”
08 - ADJOURNMENT:
After
drawn-up and approved, these minutes were signed by shareholders in
sufficient number to establish the majority needed for approval of
the matters included in the agenda, pursuant to Article 9, § 2
of the Company’s By-Laws.
I
certify that the minutes are a true copy of the original drawn-up
in the book.
Rio de
Janeiro, December 21, 2017.
Maria Isabel dos Santos Vieira
Secretary
Signatures
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
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Date
December 21,
2017
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By:
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/s/
André
Figueiredo
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Director of
Investor Relations
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