AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
AMENDMENT NO. 1, dated as of October [ ], 2010 (the “Amendment”), to the Amended and
Restated Deposit Agreement, dated as of September 28, 2006 (the “Deposit Agreement”), among
Vale S.A. (formerly Companhia Vale do Rio Doce), incorporated under the laws of Federative Republic
of Brazil (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the
“Depositary”), and all holders from time to time of American depositary receipts
(“ADRs”) issued thereunder.
WITNESSETH:
WHEREAS, the Company and the Depositary executed the Deposit Agreement for the purposes set
forth therein; and
WHEREAS, pursuant to paragraph (16) of the form of ADR contained in the Deposit Agreement, the
Company and the Depositary desire to amend the terms of the Deposit Agreement and ADRs.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Depositary hereby agree to amend the Deposit Agreement as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. Unless otherwise defined in this Amendment, all capitalized
terms used, but not otherwise defined, herein shall have the meaning given to such terms in the
Deposit Agreement.
ARTICLE II
AMENDMENTS TO DEPOSIT AGREEMENT
SECTION 2.01. All references in the Deposit Agreement to the term “Deposit Agreement” shall,
as of the Effective Date (as herein defined), refer to the Deposit Agreement, dated as of September
28, 2006, as amended as of the date hereof.
SECTION 2.02. Section 3 of the Deposit Agreement is deleted in its entirety and replaced with
the following:
“3. Deposit of Shares. In connection with the deposit of Shares hereunder, the
Depositary or the Custodian may require the following in form satisfactory to it: (a) a written
order directing the Depositary to issue to, or upon the written order of, the person or persons
designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs
representing such deposited Shares (a “Delivery Order”); (b) proper endorsements or duly executed
instruments of
transfer in respect of such deposited Shares; (c) instruments assigning to the Custodian or
its nominee any distribution on or in respect of such deposited Shares or indemnity therefor; and
(d) proxies entitling the Custodian to vote such deposited Shares. As soon as practicable after the
Custodian receives Deposited Securities pursuant to any such deposit or pursuant to paragraph (10)
or (13) of the form of ADR, the Custodian shall present such Deposited Securities for registration
of transfer into the name of the Custodian or its nominee, to the extent such registration is
practicable, at the cost and expense of the person making such deposit (or for whose benefit such
deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited
Securities shall be held by the Custodian for the account and to the order of the Depositary at
such place or places and in such manner as the Depositary shall determine. Deposited Securities may
be delivered by the Custodian to any person only under the circumstances expressly contemplated in
this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery
of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof
as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing
them to be credited to an account maintained by the Custodian for such purpose with the Company or
an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with
delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the
Depositary.
The Depositary, the Custodian and the Company shall comply with Brazil’s Monetary Council
Resolution No. 1,927, dated as of May 18, 1992, in its third article, paragraph three, of the
Regulation Annex V, and agree to furnish to the Banco Central do Brasil and the Comissão de Valores
Mobiliários, at any time and observing the established deadline, information or documents related
to the ADRs and this Deposit Agreement, the Deposited Securities and distributions thereon. The
Depositary and the Custodian are hereby authorized to release such information or documents and any
other information as required by local regulation, law or regulatory body request. In the event
that the Depositary or the Custodian shall be advised in writing by reputable independent Brazilian
counsel that the Depositary or the Custodian reasonably could be subject to criminal, or material,
as reasonably determined by the Depositary, civil liabilities as a result of the Company having
failed to provide such information or documents related to the ADRs and this Deposit Agreement, the
Deposited Securities and distributions thereon, reasonably available only through the Company, the
Depositary shall have the right to terminate this Deposit Agreement, upon at least 30 days’ prior
written notice to the Holders and the Company. The effect of any such termination of this Deposit
Agreement shall be as provided in paragraph (17) of the form of ADR.”.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01. Representations and Warranties. The Company represents and warrants to,
and agrees with, the Depositary and the Holders, that:
(a) This Amendment, when executed and delivered by the Company, will be duly and validly
authorized, executed and delivered by the Company, and it and the Deposit Agreement as
amended hereby constitute the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, subject to bankruptcy, insolvency,
fraudulent transfer, moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles; and
(b) In order to ensure the legality, validity, enforceability or admissibility into evidence
of this Amendment or the Deposit Agreement as amended hereby, neither of such agreements need to be
filed or recorded with any court or other authority in the Federative Republic of Brazil, nor does
any stamp or similar tax or governmental charge need to be paid in the Federative Republic of
Brazil on or in respect of such agreements.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Effective Date. This Amendment is dated as of the date set forth above
and shall be effective as of the time and date upon which the registration statement on Form F-6 or
a post-effective amendment thereto, as applicable, to which this Amendment is filed as an exhibit,
has been declared effective by the U.S. Securities and Exchange Commission (the “Effective
Date”).
SECTION 4.02. Outstanding ADRs. ADRs issued prior or subsequent to the date hereof,
which do not reflect the changes to the form of ADR effected hereby, do not need to be called in
for exchange and may remain outstanding until such time as the Holders thereof choose to surrender
them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take
any and all actions deemed necessary to effect the foregoing.
SECTION 4.03. Indemnification. The parties hereto shall be entitled to the benefits of
the indemnification provisions of Section 16 of the Deposit Agreement in connection with any and
all liability it or they may incur as a result of the terms of this Amendment and the transactions
contemplated herein.
SECTION 4.04. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all of which taken together shall
constitute one instrument.
[Signature Page to Follow]
IN WITNESS WHEREOF, the Company and the Depositary have caused this Amendment to be executed by
representatives thereunto duly authorized as of the date set forth above.
| VALE S.A. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| JPMORGAN CHASE BANK, N.A. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
