Shareholder Structure - ESG
Since December 2017, Vale's shares have been part of Novo Mercado, B3's highest level of governance. By joining Novo Mercado, Vale migrated its shares so that its capital was composed exclusively of common shares with voting rights and new rights were conferred on the Company's shareholders.
As provided for in the Company's Bylaws, and in accordance with the requirements of the Novo Mercado regulations, any direct or indirect sale of control of Vale must be contracted on the condition that the acquirer undertakes to make a Public Offering of Shares ("OPA"), having as object the shares issued by the company owned by the other common shareholders, in order to ensure them equal treatment to that given to the alienating shareholder (100% tag along).
It is important to note that, on November 9, 2020, Vale’s Shareholders’ Agreement among Litela Participações S.A., Litel Participações S.A., Bradespar S.A., Mitsui & Co., Ltd., and BNDES Participações S.A. - BNDESPAR expired. As of November 10, 2020, the shares and therefore the votes belonging to the shareholders mentioned above are no longer bound by the agreement and can be freely traded.
Vale has a global and diversified shareholder base. Minority shareholders became more represented in the company's main decisions, and receive full voting rights and equal treatment with the controlling shareholders.
The same political rights as holders of common shares, except for the ability to vote to elect members of the Board of Directors, which will only be guaranteed to holders of the preferred shares of the special class in the cases provided for in paragraph 4 and paragraph 5 of Article 141 of the Brazilian Business Corporation Act;
The right to elect and remove a member of the Fiscal Council and the respective alternate;
Limited veto power over certain Company decisions; and
Priority in receiving dividends.
Veto rights of the holders of Golden Shares
- A change in our name;
- A change in the location of our head office;
- A change in our corporate purpose regarding mining activities;
- Any change in the by-laws relating to the rights afforded to the classes of capital stock issued by us;
- Any change in the by-laws relating to the rights afforded the holders of Golden Shares;
- Any liquidation of the company;
- Any disposal or winding up of activities in any of the following parts of our iron ore mining integrated systems: mineral deposits, ore deposits, mines, railways, ports and maritime terminals.