NOTICE TO SHAREHOLDERS ORDINARY AND ... - vale.com · Audit Committee Member on 2013 at CELESC. Member of the International Ethics Standard Board for Accountants – IESBA – NYC

NOTICE TO SHAREHOLDERS

ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING

NOMINATION OF CANDIDATES FOR THE FISCAL COUNCIL BY MINORITY SHAREHOLDER

VALE S.A. (“Vale” or “Company”) informs that it received from Geração Futuro L. Par Fundo de

Investimento em Ações, VIC DTVM S.A., Victor Adler, Alaska Black Master FIA – BDR Nível I, Alaska

Black Institutional FIA, Alaska Range FIM and José Pais Rangel, as minority shareholders of Vale,

the appointment of the following candidates for Vale’s Fiscal Council:

i) ROBERT JUENEMANN, as candidate for effective member of the Fiscal Council of Vale

to run for the separate election by the holders of common shares issued by Vale, at

the Ordinary and Extraordinary Shareholders Meetings to be held, cumulatively, on

April 13, 2018, under the terms of Vale Bylaws and current legislation;

ii) PATRÍCIA VALENTE STIERLI, as candidate for alternate member of the Fiscal Council of

Vale to run for the separate election by the holders of common shares issued by Vale,

at the Ordinary and Extraordinary Shareholders Meetings to be held, cumulatively, on


The aforementioned minority shareholders submitted to Vale the clearing declarations,

curriculums and information provided for in the items 12.5 to 12.10 of the Reference Form of the

referred candidates in accordance to the Annex I.

DECLARATION

I, Robert Juenemann, Brazilian, single, lawyer, enrolled with CPF/MF under nº.

427.077.100-06, bearer of the identity card no. 30,039, issued by OAB/RS, domiciled

at Rua André Puente, 238, Independência, Porto Alegre/RS, Postal Code: 90035-150,

Brazil, under the form of art. 2 of CVM Instruction 367/02, declare under the

penalties of the law that, if elected to the position of Member of Audit Committee of

VALE S.A,, I will be able to sign the Instrument of Investiture referred to therein by

stating that: (i) I am not prevented by a special law, or condemned for bankruptcy,

prevarication, bribe or bribery, concussion, embezzlement, against the popular

economy, public faith or property, or criminal penalty , even if temporarily, access to

public offices, as provided in paragraph 1 of article 147 of Law no. 6,404 / 76; (ii) I am

not convicted of the temporary suspension or disqualification imposed by the Brazilian

Securities Commission, which makes me ineligible for positions as a publicly-held

company, as established in paragraph 2 of article 147 of Law no. 6,404 / 76; (iii) to the

best of my knowledge, I meet the requirement of unblemished reputation provided by

paragraph 3 of art. 147 of Law no. 6,404/76; and (iv) I do not hold a position in a

company that may be considered a competitor of the company, and I do not have nor

represent an interest conflicting with that of the company, in the form of items I and II

of paragraph 3 of art. 147 of Law 6404/76.

I declare, finally, under the penalties of the law, under the terms of art. 10 of ICVM

481/09 (with wording given by ICVM nº 561/15) and under the terms of items 12.9

and 12.10 of the Reference form in Annex 24 of ICMV 552/14, does not have any

marital relationship, stable union or kinship until the second degree with VALE S.A,

managers, its subsidiaries and its controllers, as well as, not having a subordination,

service or control relationship, in the last three fiscal years, with a controlled company,

indirect or direct controller , supplier, customer, debtor or creditor of VALE S.A..

Porto Alegre, March 30th, 2018.

Robert Juenemann

CPF 427.077.100-06

Vale S.A.

ITEMS 12.5 TO 12.10 OF THE REFERENCE FORM

Candidate nominated to the Fiscal Council

12.5 Cadastral data and professional experience:

Name Date of Birth Age Profession

Robert Juenemann 22/10/1965 52 Lawyer

CPF or Passaport (PAS) Occupied Elective

Charge Election Date Date of Possession

426.077.100-06 Fiscal Counselor 13/04/2018

Prazo do Mandato

Other Positions and Functions in the

Company Indication if Elected by Controller

AGO 2018 Not applicable No

Indicação se é Membro Independente Number of Consecutive Mandates

Yes

Professional experience

Robert Juenemann is a lawyer. Graduated at the Law School at Pontifícia Universidade Católica do Rio Grande do Sul – PUC/RS in 1988. Masters in Civil Process at PUC/RS and Masters in Strategic Planning at ESPM/RS.

Founding Partner of Robert Juenemann Advocacia Empresarial e Familiar, a law firm acting in corporate, tax, labour, real estate and family law, as well as corporate governance, with special dedication to fulfill the family business and succession needs.

Certified mediator by CEDR – Center for Effective Dispute Resolution – London, UK.

Board Member at IBGC – Brazilian Institute for Corporate Governance.

Audit Committee Member at Eletrobrás in 2013 and 2014, as well as in 2015 as a Deputy Audit Committee Member.

Audit Committee Member in 2015 at Eternit S.A.

Audit Committee Member on 2013 at CELESC.

Member of the International Ethics Standard Board for Accountants – IESBA – NYC – 2016 a 2018.

Member of GGC – Corporate Governance Group.

Co-writer of the Legal Guide for Administrators and Board Members issued by IBGC.

Member of the group that revised the Code of Best Practices of Corporate Governance at IBGC – 2015-2016.

Lecturer and speaker of the subjects Shareholders Responsibilities, Shareholders Agreements for Family Businesses, Family Law Property Regimes on Family Law.

Speaks Portuguese, English, French, German, Italian and Spanish.

Declaration of Eventual Convictions

Robert Juenemann, does not have any criminal conviction, any conviction in an administrative proceeding of the CVM, nor any conviction that has been res judicata, in the judicial or administrative sphere, that has suspended or disqualified the practice of professional or commercial activity.

12.6 Percentage of Participation in Council Meetings in the last financial year, carried

out by the respective body that took place after the inauguration:

Counselor Participation in Meetings (%)

Robert Juenemann Not applicable

12.7 Information mentioned in item 12.5 in relation to members of statutory

committees, as well as audit, risk, financial and compensation committees, even if such

committees or structures are statutory:

Not applicable, as currently the board member does not participate in any committee.

12.8 Information on acting as a member of statutory committees, as well as audit, risk,

financial and compensation committees:


12.9. Information on the existence of a marital relationship, stable union or kinship up to the third degree between:

a. Company's administrators There is no relationship of relationship between the directors of administration indicated among themselves. b. (i) managers of the Company and (ii) managers of direct or indirect subsidiaries of the

Company There is no of relationship between the appointed board members and the administrators and directors of companies controlled directly or indirectly by the Company. c. (i) managers of the Company or its subsidiaries, direct or indirect and (ii) direct or

indirect controllers of the Company

There is no relationship between the appointed directors and the Company's controlling shareholders. d. (i) managers of the Company and (ii) managers of the Company's direct and indirect

controlling companies There is no relationship of relationship between the appointed board members and the administrators and fiscal councilors of the Company's direct or indirect controlling companies.

12.10. Information on relationships of subordination, service rendering or control maintained in the last 3 fiscal years between the Company's managers

a. company directly or indirectly controlled by the Company

Not applicable, since there are no relationships of subordination, service provision or control maintained between the appointed Board Member (other than those related to the exercise of the attributions of their respective positions in the Company), the Company and the Company's controlling shareholders. b. direct or indirect controller of the Company Not applicable, since there are no relationships of subordination, service provision or control maintained between the appointed Board Member (other than those related to the exercise of the attributions of their respective positions in the Company), the Company and the Company's controlling shareholders. c. if relevant, supplier, customer, debtor or creditor of the Company, its subsidiary or

controlling companies or controlled companies of any of these persons Not applicable, since there are no relationships of subordination, service provision or control maintained between the Board Member indicated (other than those related to the exercise of the attributions of their respective positions in the Company), the Company, its subsidiaries or controlling shareholders.

______________________________________

Robert Juenemann

Resume

Name: Robert Juenemann

Date of Birth: October 22nd, 1965

Address: Rua André Puente, 238

Bairro Independência

Porto Alegre – RS – 90035-150

Educational Background

1. Graduated from Law School at PUC/RS – Pontifícia Universidade Católica do Rio

Grande do Sul in 1998 – Porto Alegre - RS;

2. Postgraduated in Civil Processo Law at PUC/RS – Pontifícia Universidade Católica do

Rio Grande do Sul in 1995 – Porto Alegre - RS;

3. Postgraduated in Marketing and Strategic Planning at ESPM – Escola Superior de

Propaganda e Marketing in 1995 – Porto Alegre - RS;

4. Certified Mediator from CEDR – Center for Effective Dispute Resolution – London, UK,

in 2011;

5. Attended the Director´s College 2012 Brazil from Rock Center for Corporate

Governance – Stanford University.

Professional Activities

1. Robert worked as an associate lawyer for many years in some Law firms that acting in

the fields of commercial, family, tax and civil Law.

2. Robert founded his Law firm named Robert Juenemann Advocacia Empresarial e

Familiar in 1999 (www.robertjuenemann.com.br), and specialized in the fields of

commercial, tax, civil and family Law as well as corporate governance with special

attention to family enterprises.

3. In recent years, Robert has been acting with corporations and been very active with

issues such board member activities, directors responsibility and other corporate

matters.

Pro Bono Activities

1. Robert is now in his second two year term of leadership of the Capítulo Sul (Southern

Chapter) of IBGC – Brazilian Institute of Corporate Governance, that acts in Rio Grande

do Sul, Brazil´s southernmost state.

2. He is also a member of the Legal Committee of IBGC and was also co-author of the

publication Practical Guide of Legal Responsibility for Managers and Directors.

3. Lecturer on several courses and presentations regarding corporate governance at IBGC

and other institutions as well as in universities.

DECLARATION

I, Patrícia Valente Stierli, Brazilian, divorced, administrator, bearer of identity card

RG 4.589.089, SSP/SP, enrolled with CPF/MF under nº. 010.551.368-78, resident and

domiciled at Rua Itacema 246 apto 32, São Paulo, SP- CEP: 04530050, Brazil, in the

form of art. 2 of CVM Instruction 367/02, declare under the penalties of the law that,

if elected to the position of Alternate Fiscal Counselor of VALE S.A,, I will be able to

sign the Term of Possession referred to therein by stating that: (i) I am not impeded by

a special law, or condemned for bankruptcy, prevarication, bribe or bribery, concussion,

embezzlement, against the popular economy, public faith or property, or criminal

penalty , even if temporarily, access to public offices, as provided in paragraph 1 of

article 147 of Law no. 6,404 / 76; (ii) I am not convicted of the temporary suspension

or disqualification imposed by the Brazilian Securities Commission, which makes me

ineligible for positions as a publicly-held company, as established in paragraph 2 of

article 147 of Law no. 6,404 / 76; (iii) to the best of my knowledge, complying with the

unqualified reputation requirement established by paragraph 3 of article 147 of Law

6,404 / 76; and (iv) I do not hold a position in a company that may be considered a

competitor of the company, and I do not have nor represent an interest conflicting

with that of the company, in the form of items I and II of paragraph 3 of art. 147 of

Law 6404/76.








São Paulo, March 30th, 2018.

Patrícia Valente Stierli

CPF 010.551.368-78

Vale S.A.





Patrícia Valente Stierli 19/05/1956 61 Administrator



010.551.368-78

Alternate Fiscal Counselor 13/04/2018

Prazo do Mandato



AGO 2018 Not applicable No

Indicação se é Membro Independente Number of Consecutive Mandates

Yes

Professional experience Professional Qualifications: Board Member (Conselho Fiscal) Bardella S.A Indústrias Mecânicas S.A

since April 2015; Member of the Audit Committee of Eletrobras since 2017 until 2019; Board Member

Pettenati S.A Indústria Têxtil S.A October 2015-2016; Director Banco Fator S.A. January 2014- July

2015; Director Far -Fator Administração de Recursos Ltda. February 2010 January 2015, as head of

Asset Management; Financial Vice President Sadefem Equipamentos e Montagem S.A January 2005 -

February 2008; Controller Rede Zacharias de Pneus S. June 2000 / January 2005. Education:

Graduated in Business Administration EAESP Fundação Getulio Vargas 1978; MBA in Finance EAESP

Fundação Getulio Vargas 1984; Controller Course EAESP Fundação Getulio Vargas (GVPEC) 2000;

Board Member Certification IBGC 2015 e 2016 ( Conselheiro Fiscal e Administração); Certificate as

Portfolio Manager by CVM, Banco Central and ANBIMA; Executive Education Program Curso sobre

Governança Corporativa IBGC March/June 2014; Executive EducationProgram Pension Funds and

Money Management The Wharton School of The University of Pensylvania 1995.


Patricia Valente Stierli, does not have any criminal conviction, any conviction in an administrative proceeding of the CVM, nor any conviction that has been res judicata, in the judicial or administrative sphere, that has suspended or disqualified the practice of professional or commercial activity.




Patricia Valente Stierli









a. Company's administrators There is no relationship of relationship between the directors of administration indicated among themselves. b. (i) managers of the Company and (ii) managers of direct or indirect subsidiaries of the

Company There is no of relationship between the appointed board members and the administrators and directors of companies controlled directly or indirectly by the Company. c. (i) managers of the Company or its subsidiaries, direct or indirect and (ii) direct or

indirect controllers of the Company There is no relationship between the appointed directors and the Company's controlling shareholders. d. (i) managers of the Company and (ii) managers of the Company's direct and indirect

controlling companies There is no relationship of relationship between the appointed board members and the administrators and fiscal councilors of the Company's direct or indirect controlling companies.



Not applicable, since there are no relationships of subordination, service provision or control maintained between the appointed Board Member (other than those related to the exercise of the attributions of their respective positions in the Company), the Company and the Company's controlling shareholders. b. direct or indirect controller of the Company Not applicable, since there are no relationships of subordination, service provision or control maintained between the appointed Board Member (other than those related to the exercise of the attributions of their respective positions in the Company), the Company and the Company's controlling shareholders.

c. if relevant, supplier, customer, debtor or creditor of the Company, its subsidiary or

controlling companies or controlled companies of any of these persons Not applicable, since there are no relationships of subordination, service provision or control maintained between the Board Member indicated (other than those related to the exercise of the attributions of their respective positions in the Company), the Company, its subsidiaries or controlling shareholders.

______________________________________


Curriculum Vitae - CV

Personal Details


Nationality: Brazilian and Suisse

Address : Rua Itacema # 246

São Paulo- SP/ Brazil

Zip Code 04530050

e-mail [email protected]

mobile phone + 55 11 975690969

Professional Qualifications

• Board Member (Conselho Fiscal) Bardella S.A Indústrias Mecânicas S.A since April

2015.

• Board Member Pettenati S.A Indústria Têxtil S.A October 2015-2016.

• Director Banco Fator S.A. January 2014- July 2015.

• Director Far -Fator Administração de Recursos Ltda. February 2010 January 2015, as

head of Asset Management.

• Financial Vice President Sadefem Equipamentos e Montagem S.A January 2005 -

February 2008.

• Controller Rede Zacharias de Pneus S. June 2000 / January 2005.

Education

• Graduated in Business Administration EAESP Fundação Getulio Vargas 1978.

• MBA in Finance EAESP Fundação Getulio Vargas 1984.

• Controller Course EAESP Fundação Getulio Vargas (GVPEC) 2000.

• Board Member Certification IBGC 2015 e 2016 ( Conselheiro Fiscal e Administração).

• Certificate as Portfolio Manager by CVM, Banco Central and ANBIMA.

• Executive Education Program Curso sobre Governança Corporativa IBGC March/June

2014.

• Executive EducationProgram Pension Funds and Money Management The Wharton

School of The University of Pensylvania 1995.

mailto:[email protected]

NOTICE TO SHAREHOLDERS

ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING

NOMINATION OF CANDIDATES FOR THE FISCAL COUNCIL BY MINORITY SHAREHOLDER

VALE S.A. (“Vale” or “Company”) informs that it received, on this date, from Geração Futuro L. Par

Fundo de Investimento em Ações, VIC DTVM S.A., Victor Adler, Hagop Guerekmezian, Hagop

Guerekmezian Filho, Kathleen Nieto Guerekmezian, Regina Nieto Motta Guerekmezian, Karoline

Guerekmezian, José Pais Rangel, Alaska Black Master FIA-BDR Nivel I, Alaska Black Institutional FIA,

Alaska Range FIM, as minority shareholders of Vale, the appointment of the following candidates

for Vale’s Fiscal Council:

i) RAPHAEL MANHÃES MARTINS, as candidate for effective member of the Fiscal Council

of Vale to run for the separate election by the holders of common shares issued by

Vale at the Ordinary and Extraordinary Shareholders Meetings to be held,

cumulatively, on April 13, 2018, under the terms of Vale Bylaws and current

legislation;

ii) GASPAR CARREIRA JÚNIOR, as candidate for alternate member of the Fiscal Council of

Vale to run for the separate election by the holders of common shares issued by Vale

at the Ordinary and Extraordinary Shareholders Meetings to be held, cumulatively, on


The aforementioned minority shareholders submitted to Vale the clearing declarations, curriculums

and information provided for in items 12.5 to 12.10 of the Reference Form of the referred

candidates in accordance to the Annex I.

DECLARATION

I, Raphael Manhães Martins, Brazilian, single, lawyer, enrolled with CPF/MF under

nº. 096.952.607-56, bearer of the identity card RG no. 12773553-8, issued by IFP/RJ,

domiciled at Rua Araújo Porto Alegre, 36 Sl 1102, Centro, Rio de Janeiro/RJ, CEP:

20030-902, Brazil, in the form of art. 2 of CVM Instruction 367/02, declare under the

penalties of the law that, if elected to the position of Member of Audit Committee of

VALE S.A,, I will be able to sign the Instrument of Investiture referred to therein by

stating that: (i) I am not prevented by a special law, or condemned for bankruptcy,

prevarication, bribe or bribery, concussion, embezzlement, against the popular

economy, public faith or property, or criminal penalty , even if temporarily, access to

public offices, as provided in paragraph 1 of article 147 of Law no. 6,404 / 76; (ii) I am

not convicted of the temporary suspension or disqualification imposed by the Brazilian

Securities Commission, which makes me ineligible for positions as a publicly-held

company, as established in paragraph 2 of article 147 of Law no. 6,404 / 76; (iii) to the

best of my knowledge, I meet the requirement of unblemished reputation provided by

paragraph 3 of art. 147 of Law no. 6,404/76; and (iv) I do not hold a position in a

company that may be considered a competitor of the company, and I do not have nor

represent an interest conflicting with that of the company, in the form of items I and II

of paragraph 3 of art. 147 of Law 6404/76.








Rio de Janeiro, March 30th, 2018.

Raphael Manhães Martins

CPF 096.952.607-56

Vale S.A.





Raphael Manhães Martins February 6th, 1983 35 Lawyer



096.952.607-56 Member of the Audit

Committee

Prazo do Mandato



In the current term: Annual General Meerting 2017 Not applicable No

Indication Whether na Independent Member Number of Consecutive Trms

Yes If elected, this will be his forth term


Lawyer, partner of the law firm Faoro Attorneys (since 2010), Director of Eternit (since 2015) and Condor

S/A – Indústria Química. Member of the Audit Committee of Vale S.A. (since 2015) and Light S.A. (since

2014). Former member of the Audit Committee of Fibria Celulose S/A (2016/2017) and Embratel

Participações S/A (2014). Former professor at the UFRJ (2010) and UERJ (2007/2009). Enrolled with the

Brazilian Bar Association, Section of Rio de Janeiro.


Raphael Manhães Martins, does not have any criminal conviction, no conviction in an administrative proceeding of the CVM, nor any conviction that has been res judicata, in the judicial or administrative sphere, that has suspended or disqualified the practice of professional or commercial activity.




Raphael Manhães Martins 100%




Dos not participate in any committee at the Company.



Dos not participate in any committee at the Company.


a. Company's administrators There is no kinship relationship between the members of the audit committee indicated among themselves. b. (i) managers of the Company and (ii) managers of direct or indirect subsidiaries of the

Company There is no kinship relationship between the members of the audit committee indicated and the administrators and members of the audit committee of companies directly or indirectly controlled by the Company. c. (i) managers of the Company or its subsidiaries, direct or indirect and (ii) direct or

indirect controllers of the Company There is no relationship between the appointed directors and the Company's controlling shareholders. d. (i) managers of the Company and (ii) managers of the Company's direct and indirect

controlling companies There is no relationship of relationship between the appointed audit committee and the

administrators and fiscal councilors of the Company's direct or indirect controlling companies.



Not applicable, since there are no relationships of subordination, service provision or control maintained between the appointed audit committee member (other than those related to the

exercise of the attributions of their respective positions in the Company), the Company and the Company's controlling shareholders. b. direct or indirect controller of the Company Not applicable, since there are no relationships of subordination, service provision or control maintained between the appointed audit committee member (other than those related to the exercise of the attributions of their respective positions in the Company), the Company and the Company's controlling shareholders. c. if relevant, supplier, customer, debtor or creditor of the Company, its subsidiary or

controlling companies or controlled companies of any of these persons Not applicable, since there are no relationships of subordination, service provision or control maintained between the audit committee indicated (other than those related to the exercise of the attributions of their respective positions in the Company), the Company, its subsidiaries or controlling shareholders.

______________________________________ Raphael Manhães Martins

DECLARATION

I, Gaspar Carreira Júnior, Brazilian, married, counselor, bearer of identity card RG

06609229-7, IFP/RJ enrolled with CPF/MF under nº. 000.459.657-90, resident and

domiciled at Rua Teixeira de Melo, 37/201 – Ipanema, CEP: 22410-010, Brazil, in the

form of art. 2 of CVM Instruction 367/02, declare under the penalties of the law that,

if elected to the position of Alternate Fiscal Counselor of VALE S.A,, I will be able to

sign the Term of Possession referred to therein by stating that: (i) I am not impeded by

a special law, or condemned for bankruptcy, prevarication, bribe or bribery, concussion,

embezzlement, against the popular economy, public faith or property, or criminal

penalty , even if temporarily, access to public offices, as provided in paragraph 1 of

article 147 of Law no. 6,404 / 76; (ii) I am not convicted of the temporary suspension

or disqualification imposed by the Brazilian Securities Commission, which makes me

ineligible for positions as a publicly-held company, as established in paragraph 2 of

article 147 of Law no. 6,404 / 76; (iii) to the best of my knowledge, complying with the

unqualified reputation requirement established by paragraph 3 of article 147 of Law

6,404 / 76; and (iv) I do not hold a position in a company that may be considered a

competitor of the company, and I do not have nor represent an interest conflicting

with that of the company, in the form of items I and II of paragraph 3 of art. 147 of

Law 6404/76.








São Paulo, March 30th, 2018.

Gaspar Carreira Júnior

CPF 000.459.657-90

Vale S.A.

ITEMS 12.5 TO 12.10 OFTHEREFERENCEFORM

Candidate nominatedtotheFiscalCouncil


Name Date ofBirth Age Profession

Gaspar Carreira Júnior 28/07/1967 50 Counselor

CPF orPassaport (PAS) OccupiedElective Charge Election Date Date ofPossession

096.952.607-56 Alternate Fiscal Counselor 13/04/2018

Prazo do Mandato OtherPositionsandFunctions

in theCompany IndicationifElectedbyController

AGO 2018 Notapplicable No

Indicação se é Membro Independente NumberofConsecutive Mandates

Yes


Professional Qualifications:Expertise in the administrative and financial areas; management of projects, processes, systems (ERP) and people; Competence in analysis and diagnose, focusing on practical and creative solutions of processes; Participative leadership headed at team formation and development; Strategic alignment through the management model, resulting in continuous improvement, increased productivity and goal achievement; Negotiation skills, targeted at increased power of accomplishment and result achievement; Challenge-driven, aiming at continuous professional development.

Work Experience:GRUPO Oi (Telemar, Oi, BrT),June 99 to present - Brazilian company of landline, wireless, long distance, and broadband telecommunications operating all over the country. Currently with 60 MM wireless and landline subscribers, annual revenue of R$ 35 billion, and 20,000 employees.Director

of Financial Services (since Jan 09). In charge of the following areas:

2013: On top of been Director, member of Audit Committee - ICCS Certification N. EA 04758 – PREVIC

Licensed, SISTEL - Private Pension Fund, SETA – Pay TV National Union, Oi Futuro – Social Institute ,

2012: Revenue Cycle, Finance, Taxes, Sales Management, Contingency Control, Credit & Collection, Billing, Revenue Assurance, BPO Management, supervising 29 managers (7 direct managers), 700 employees and 980 outsourced collaborators, managing an over R$ 6.5 billion budget.

2010: Finance, Taxes, Accountancy, Sales Management, Contingency Control, Trade Credit & Billing, supervising 26 managers (6 direct managers), 652 employees, and managing a R$ 2 billion budget.

2009: Pay Roll, Finance, Taxes, Accountancy, Sales Management, Special Civil Court/Procon Back office, supervising 24 managers (6 direct managers) and 1,056 employees.

Financial Services Manager (since Jul 06).In charge of Pay Roll, Tax Office, Finance, Accountancy, and Taxes, supervising 5 managers and 180 employees.

Operations and Centralized Services Manager (since May 05). In charge of Accounts Payable, Tax Office, and Indirect Taxes, supervising 3 managers and 80 employees.

Accounts Payable Manager (since Feb 04). In charge of Accounts Payable, supervising 20 employees.Process Coordinator (since Jul 01)In charge of improvements and processes automation of the control unit, supervising 6 employees. SAP Coordinator (since Jun 99)

Responsible for implementing SAP, focusing on the CO – Controlling module, supervising 5

employees.Leader of Control Tower - Oi´s Judicial Reorganization under Brazilian Law; Leader for hire

and start-up of Latin America’s major BPO, saving over R$ 1 billion; Credit & billing management,

controlling a PDD of R$ 1.3 billion/year; Leader of four multidisciplinary management groups for

contentious liabilities of R$ 36 billion and lien of R$ 23 billion; Centralization of administrative and financial

activities of the Brasil Telecom businesses; Responsible for implementing tax planning actions, attaining

cash earnings and results around R$ 1.2 billion/year; Development and implantation of SAP and SSC for

all companies of the group, standardizing and centralizing their administrative processes; Development of

a management model based on indexes, goals and SLAs, for results follow-up, aiming at having ranking

priorities on decision-making and improvements; Coordination of mapping, control, and conciliation of

escrow deposits and restricted deposits, removing material weakness from Telemar balance sheet.;

Restructured the tax calculation area, ICMS, by reviewing procedures and system, and reallocating staff,

to ensure an accurate tax calculation and collection, approximately R$ 7.0 billion/year, and contingencies

control of R$ 10 billion; Participated in Telemar’s adaptation to the requirements of the Sarbanes-Oxley

Act, by implementing the risk management of the relevant processes, aiming at having the company’s

certification and continued trade at the New York Stock Exchange and BM&FBOVESPA; Engaged at the

corporate merger of Telemar’s 16 landline telecommunication enterprises.

• COCA-COLA – GrupoAndina (Rio de Janeiro Refrescos) October 92 – June 99: Chilean company

of production, sales and distribution of Coca-Cola products.

Managerial Information Coordinator (Jul 95): In charge of the managerial accounting, Chile GAAP, and

price formation, supervising 6 employees.

Budget Supervisor (Mar 94): In charge of corporate budget area, supervising 3 employees.

Budget Analyst (Oct 92): Formed and implemented a new management model for business, budget, and

managerial information, ensuring R.J. Refrescos a better performance within GrupoAndina;Generated

business information that ensured the takeover of R.J. Refrescos by GrupoAndina and the subsequent

launch of ADR in the North-American market for obtaining financial resources; Integrated the team

implementing SAP, CO module.

ConstrutelTelecomunicações E Eletricidade - November 91 – October 92: Brazilian company of landline

maintenance and operation.

Financial Analyst: In charge of tracking performance indicators of the Rio de Janeiro branch

Self-employed, in charge of a consultancy on budgeting with professors of FGV/Rio de Janeiro (1991/90);

Internship on Economics with focus on investment analysis with BNDES (1989-1988), and on economic

statistics with the Institute of Civil Aviation (1988-1987).

Education:Specialisation in Project Management - PMP • UFF - Rio de Janeiro • 2004;Executive MBA -

Coppead • UFRJ - Rio de Janeiro • 1999; Post-Graduate Degree in Finance • PUC - Rio de Janeiro •

1992; BA in Economics • Candido Mendes - Rio de Janeiro • 1989;

RELATED COURSES: Management, Leadership, Strategy, Coaching, and Feedback • Fundação Dom

Cabral • Academia Oi; Lecturer on “Practical Cases on SSC – The Oi Case” • IQPC • São Paulo;

Specialisation in SAP (FI and CO modules).

Declarationof Eventual Convictions

Gaspar Carreira Júnior, does nothaveany criminal conviction, anyconviction in anadministrativeproceedingofthe CVM, noranyconvictionthathasbeen res judicata, in the judicial oradministrativesphere, thathassuspendedordisqualifiedthepracticeof professional orcommercialactivity.

12.6 PercentageofParticipation in Council Meetings in thelast financial year, carried

out bytherespectivebodythattookplaceaftertheinauguration:


Gaspar Carreira Júnior Notapplicable

12.7 Informationmentioned in item 12.5 in relationtomembersofstatutorycommittees,

as well as audit, risk, financial andcompensationcommittees,

evenifsuchcommitteesorstructures are statutory:

Notapplicable, as currentlytheboardmember does notparticipate in anycommittee.

12.8 Informationonacting as a memberofstatutorycommittees, as well as audit, risk,

financial andcompensationcommittees:

Notapplicable, as currentlytheboardmember does notparticipate in anycommittee.

12.9. Informationontheexistenceof a marital relationship, stableunionorkinshipuptothethirddegreebetween:

a. Company's administrators Thereis no relationshipofrelationshipbetweenthedirectorsofadministrationindicatedamongthemselves. b. (i) managers oftheCompanyand (ii) managers

ofdirectorindirectsubsidiariesoftheCompany Thereis no ofrelationshipbetweentheappointedboardmembersandthe administrators anddirectorsofcompaniescontrolleddirectlyorindirectlybytheCompany. c. (i) managers oftheCompanyor its subsidiaries, directorindirectand (ii)

directorindirectcontrollersoftheCompany Thereis no relationshipbetweentheappointeddirectorsandtheCompany'scontrollingshareholders. d. (i) managers oftheCompanyand (ii) managers

oftheCompany'sdirectandindirectcontrollingcompanies Thereis no relationshipofrelationshipbetweentheappointedboardmembersandthe administratorsand fiscal councilorsoftheCompany'sdirectorindirectcontrollingcompanies.

12.10. Informationonrelationshipsofsubordination, servicerenderingorcontrolmaintained in thelast 3 fiscal yearsbetweentheCompany's managers

a. companydirectlyorindirectlycontrolledbytheCompany

Notapplicable, sincethere are no relationshipsofsubordination, serviceprovisionorcontrolmaintainedbetweentheappointedBoardMember (otherthanthoserelatedtotheexerciseoftheattributionsoftheirrespectivepositions in theCompany), theCompanyandtheCompany'scontrollingshareholders. b. directorindirectcontrolleroftheCompany Notapplicable, sincethere are no relationshipsofsubordination, serviceprovisionorcontrolmaintainedbetweentheappointedBoardMember (otherthanthoserelatedtotheexerciseoftheattributionsoftheirrespectivepositions in theCompany), theCompanyandtheCompany'scontrollingshareholders. c. ifrelevant, supplier, customer, debtororcreditoroftheCompany, its

subsidiaryorcontrollingcompaniesorcontrolledcompaniesofanyofthesepersons Notapplicable, sincethere are no relationshipsofsubordination, serviceprovisionorcontrolmaintainedbetweentheBoardMemberindicated (otherthanthoserelatedtotheexerciseoftheattributionsoftheirrespectivepositions in theCompany), theCompany, its subsidiariesorcontrollingshareholders.

______________________________________

Gaspar Carreira Júnior

Documents

NOTICE TO SHAREHOLDERS ORDINARY AND ... - vale.com · Audit Committee Member on 2013 at CELESC. Member of the International Ethics Standard Board for Accountants – IESBA – NYC