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Transcript of NOTICE TO SHAREHOLDERS ORDINARY AND ... - vale.com · Audit Committee Member on 2013 at CELESC....
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
April 13, 2018, under the terms of Vale Bylaws and current legislation;
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:
Not applicable, as currently the board member does not participate in any committee.
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.
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..
São Paulo, March 30th, 2018.
Patrícia Valente Stierli
CPF 010.551.368-78
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
Patrícia Valente Stierli 19/05/1956 61 Administrator
CPF or Passaport (PAS) Occupied Elective
Charge Election Date Date of Possession
010.551.368-78
Alternate 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 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.
Declaration of Eventual Convictions
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.
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 (%)
Patricia Valente Stierli
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:
Not applicable, as currently the board member does not participate in any committee.
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.
______________________________________
Patricia Valente Stierli
Curriculum Vitae - CV
Personal Details
Patricia Valente Stierli
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.
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
April 13, 2018, under the terms of Vale Bylaws and current legislation;
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.
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..
Rio de Janeiro, March 30th, 2018.
Raphael Manhães Martins
CPF 096.952.607-56
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
Raphael Manhães Martins February 6th, 1983 35 Lawyer
CPF or Passaport (PAS) Occupied Elective
Charge Election Date Date of Possession
096.952.607-56 Member of the Audit
Committee
Prazo do Mandato
Other Positions and Functions in the
Company Indication if Elected by Controller
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
Professional experience
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.
Declaration of Eventual Convictions
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.
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 (%)
Raphael Manhães Martins 100%
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:
Dos not participate in any committee at the Company.
12.8 Information on acting as a member of statutory committees, as well as audit, risk,
financial and compensation committees:
Dos not participate in any committee at the Company.
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 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.
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 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.
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..
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
12.5 Cadastral data and professional experience:
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 experience
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:
Counselor Participation in Meetings (%)
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.
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Gaspar Carreira Júnior