LISTED COMPANY
CORPORATE TAX CODE (CNPJ) No. 33.592.510/0001-54
BOARD OF TRADE REGISTRATION (NIRE) No. 33.300.019.766
EXTRACT OF THE MINUTES OF THE EXTRAORDINARY
BOARD OF DIRECTORS MEETING OF VALE S.A.
On October 28th, 2021, at 9am, met, by videoconference, Messrs. José Luciano Duarte Penido - Presidente ("PCA"), Fernando Jorge Buso Gomes - Vice-Presidente, Eduardo de Oliveira Rodrigues Filho, José Maurício Pereira Coelho, Ken Yasuhara, Lucio Azevedo, Manuel Lino Silva de Sousa Oliveira, Marcelo Gasparino da Silva, Mauro Gentile Rodrigues da Cunha, Murilo Cesar Lemos dos Santos Passos, Rachel de Oliveira Maia, Roberto da Cunha Castello Branco and Roger Allan Downey. Mr. Luiz Gustavo Gouvêa was present as General Governance Secretary of Vale S.A. ("Vale"). Thus, the Board of Directors unanimously approved the following: "SHARE BUYBACK PROGRAM - Upon the favourable opinion of the Financial Committee, the Board of Directors approved, the acquisition, by Vale and/or any of its controlled companies, of up to 200,000,000 common shares issued by Vale, or depositary receipts representing such shares, corresponding to up 4% of the company capital stock, for the purpose of cancellation, subject to the following: (i) Maximum term for acquisition: 18 months, counted from the deliberation of the Board of Directors;
- Price: the acquisition must be carried out on the Stock Exchange (B3 S.A. - Brasil, Bolsa, Balcão e New York Stock Exchange) at market prices as of the respective acquisition dates; and (iii) Intermediary financial institutions: (iii.a) BRADESCO S.A. CTVM, with registered office at Paulista Avenue 1450, 3rd floor, São Paulo, SP, CEP: 01311-920; (iii.b) CITIGROUP GM, with registered office at Paulista Avenue 1111, 14th floor, São Paulo, SP, CEP: 01311-920; (iii.c) Goldman Sachs do Brasil CTVM S.A, with registered office at Leopoldo Couto Magalhães Jr Street 700, 16º floor, São Paulo, SP, CEP: 04542-00; (iii.d) Itaú CV S.A, with registered office at Brigadeiro Faria Lima Avenue 3400, 10th floor, São Paulo, SP, CEP: 04538-132; (iii.e) J. P. Morgan CCVM S.A., with registered office at Brigadeiro Faria Lima Avenue 3729, 13th floor (Parte), São Paulo, SP, CEP: 04538-905; (iii.f) Merrill Lynch S/A CTVM, with registered office at Brigadeiro Faria Lima Avenue 3400, 18th floor, São Paulo, SP, CEP: 04538-132; (iii.g) SANTANDER CCVM S.A., with registered office at Presidente Juscelino Kubitschek Avenue 2041 and 2235, 24th floor, São Paulo, SP, CEP: 04543-011; (iii.h) UBS Brasil CCTVM, with registered office at Brigadeiro Faria Lima Avenue 4440, 7th floor, São Paulo, SP, CEP: 04538-132; (iii.i) XP Investimentos CCTVM, with registered office at Chedid Jafet Avenue 75, Torre Sul, São Paulo, SP, CEP: 04551-060; being right that for the acquisition of American Depositary Receipts on the New York Stock Exchange will be used the brokers from the institutions abovementioned; (iv) authorize the execution of derivative contracts
LISTED COMPANY
CORPORATE TAX CODE (CNPJ) No. 33.592.510/0001-54
BOARD OF TRADE REGISTRATION (NIRE) No. 33.300.019.766
referenced to shares issued by Vale under the buyback program, as well as the terms of Attachment 30-XXXVI of CVM Instruction 480/2009, which constitutes Exhibit I to these minutes (...)."; and "APPOINTMENT OF MEMBER OF THE AUDIT COMMITTEE (EXTRA AGENDA) - With the favourable opinion of the People, Compensation and Governance Committee, the Board unanimously approved the appointment of Mr. Murilo Cesar Lemos dos Santos Passos as a member of the Audit Committee, which is now composed of five members, namely: Manuel Lino Silva de Sousa Oliveira (Coordinator), Mauro Gentile Rodrigues Cunha, Murilo Cesar Lemos dos Santos Passos, Luciana Pires Dias (external specialist) and Sergio Ricardo Romani (external specialist)".I hereby attest that the items above reflects the decisions taken by the Board of Directors.
Rio de Janeiro, October 28th, 2021.
LUIZ GUSTAVO | Assinado digitalmente por LUIZ GUSTAVO |
DN: cn=LUIZ GUSTAVO GARIOLI | |
GARIOLI GOUVEA:00486298710 | |
GARIOLI | GOUVEA:00486298710, c=BR, o=ICP- |
Brasil, ou=Certificado PF A3,
GOUVEA:00486298710 email=luiz.gustavo.gouvea@vale.com
Data: 2021.10.28 18:32:40 -03'00'
Luiz Gustavo Gouvêa
Secretary
LISTED COMPANY
CORPORATE TAX CODE (CNPJ) No. 33.592.510/0001-54
BOARD OF TRADE REGISTRATION (NIRE) No. 33.300.019.766
Annex 30-XXXVI of Instrução CVM no 480/209, as amended
The buyback program at current market prices is an | ||
opportunity to purchase the shares and an important signal | ||
to the market on the attractiveness of Vale's shares, | ||
1. Explain in detail the objective and | conveying the confidence the management has in the de- | |
risking of the company. | ||
economic effects expected from the | ||
transaction; | The expected economic effect is the resulting increase in | |
the participation of remaining shareholders and | ||
amendment of the Bylaw to adjust the number of issued | ||
shares. | ||
2. Inform the number of (i) floating shares | On September 30th, the Company owned: | |
(i) | 5.132.458.410 common shares | |
and (ii) shares currently in treasury; | ||
(ii) | 245.327.821 shares in treasury | |
3. Inform the number of shares that may | Up to 200 million common shares may be repurchased. | |
be repurchased or alienated; | ||
4. Describe the main characteristics of the | The Company may enter into a financial settlement | |
derivative contract. There will be no provision in the | ||
derivatives instruments that the company | ||
contract on the exercise of voting rights of shares issued | ||
may use, if applicable; | ||
by the Company held by the counterparty. | ||
5. Describe, if applicable, agreements or | ||
voting orientation that exists between the | Not applicable | |
company and counterparties on the | ||
transaction; | ||
6. If the trades are concluded outside of | Not applicable | |
organized markets, inform: | ||
a. maximum/minimum price by which | Not applicable | |
shares will be acquired / sold; | ||
b. if the case, the reasons for trades 10% | ||
above / below the ten business-days | Not applicable | |
average price, weighted by volume | ||
7. Inform, if applicable, the impacts that the | There is no expected relevant impact on the control of the | |
program will have on the control of the | company nor its administrative control. | |
company or its administrative control; | ||
8. Identify the counterparties, if known, | ||
and, if related party to the company, as | ||
defined by the accounting rules that | Not applicable | |
regulate this matter, provide the | ||
information required by art.8 of CVM | ||
instruction 481, 12/17/2009; |
LISTED COMPANY
CORPORATE TAX CODE (CNPJ) No. 33.592.510/0001-54
BOARD OF TRADE REGISTRATION (NIRE) No. 33.300.019.766
9. Indicate the destination of the obtained | Not applicable |
proceeds, if applicable; | |
10. Inform the maximum term for settling | The maximum period for settling will be 18 months, |
the authorized transactions; | counting from the approval by the Board of Directors. |
a) BRADESCO S.A. CTVM Av. Paulista 1450, 7° andar, | |
São Paulo, CEP: 01310-100, | |
b) CITIGROUP GM, Av. Paulista 1111, 14º andar (Parte), | |
São Paulo, CEP: 01311-920; c) Goldman Sachs do Brasil | |
CTVM S.A, rua Leopoldo Couto Magalhães Jr 700, 16 | |
andar, São Paulo, CEP: 04542-000 | |
d) ITAU CV S.A, Av. Brigadeiro Faria Lima 3400, 10° | |
andar, CEP: 04538-132; | |
e) J. P. MORGAN CCVM S.A., Av. Brigadeiro Faria Lima | |
11. Nominate the institutions that will be | 3.729, 13º andar (Parte), São Paulo, CEP: 04538-905; |
f) Merrill Lynch S/A CTVM, Av. Brigadeiro Faria Lima, 3400 | |
intermediaries, if applicable; | |
- 18º Andar, CEP 04538-132; | |
g) SANTANDER CCVM S.A, Av. Presidente Juscelino | |
Kubitschek 2041 e 2235, 24º andar, São Paulo, CEP: | |
04543-011; h) UBS Brasil CCTVM, Av. Brigadeiro Faria | |
Lima, 4440 - 7º andar, São Paulo, CEP: 04538-132 e, | |
i) XP Investimentos CCTVM, Av. Chedid Jafet, 75 - Torre | |
Sul, São Paulo, CEP: 04551-060. | |
For the purchase of ADRs in the NYSE, the brokers from | |
the above-mentioned institutions will be used | |
12. Inform the available resources to be | The resources available in profit reserves or capital |
reserves of the financial statement related to the quarter | |
used, as per art. 7º, § 1º, of Instrução CVM | |
ended on September 30th, 2021, will be used, as per art. | |
nº 567, de 09/17/2015. | 7º, § 1º, of ICVM nº 567, de 09/17/2015. |
13. Inform the reasons why the Board of | The Board of Directors members are comfortable due to |
expected cash flow generation for the last quarter of 2021 | |
Directors is comfortable that the | |
and the year 2022, being the repurchase program amount | |
repurchase of shares will not be harmful to | |
compatible with the financial situation of the company and | |
the fulfillment of the obligations to the | |
not harmful to the capacity to fulfil the obligations to the | |
creditors, nor to the payment of mandatory | |
creditors nor the payment of mandatory dividends, fixed or | |
dividends, minimum or fixed | |
minimum. | |
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Vale SA published this content on 28 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 October 2021 00:37:02 UTC.