Further to the press release announced by Vale on the date hereof, Vale hereby announces the pricing of the offering by its wholly-owned subsidiary Vale Overseas Limited of US$1,000,000,000 6.400% Guaranteed Notes due 2054 guaranteed by Vale (the Notes).

The Notes will bear a coupon of 6.400% per year, payable semi-annually, and were sold at a price of 99.235% of the principal amount.  The Notes will mature on June 28, 2054 and were priced with a spread of 210 basis points over U.S. Treasuries, resulting in a yield to maturity of 6.458%.

The Notes will be unsecured obligations of Vale Overseas and will be fully and unconditionally guaranteed by Vale.  The guaranty will rank equally in right of payment with all of Vale’s other unsecured and unsubordinated debt obligations.

Vale intends to use a portion of the net proceeds of the offering of the Notes to (i) fund the purchase price of certain notes issued by Vale Overseas tendered and accepted for purchase pursuant to the tender offer announced on the date hereof; (ii) fund the redemption price of the 6.250% Guaranteed Notes due 2026 issued by Vale Overseas, and (iii) the remainder for general corporate purposes.

BMO Capital Markets Corp., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., HSBC Securities (USA) Inc. and MUFG Securities Americas Inc. are acting as global coordinators and joint bookrunners for the Notes, and BofA Securities, Inc., Goldman Sachs & Co. LLC, Banco Bradesco BBI S.A. and UBS Securities LLC are acting as joint bookrunners for the Notes.

Vale and Vale Overseas have filed a registration statement, including a prospectus, with the U.S. Securities and Exchange Commission (“SEC”) for the offering of the Notes.  Before you invest, you should read the preliminary prospectus supplement and other documents Vale and Vale Overseas have filed with the SEC for more complete information about the companies and the offering. You may access these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the underwriters will arrange to send you the prospectus if you request it by calling BMO Capital Markets Corp. at +1 (866) 864-7760 (US toll free), Citigroup Global Markets Inc. at +1 (800) 831-9146 (US toll free), Credit Agricole Securities (USA) Inc. at +1 (866) 807-6030 (US toll free), HSBC Securities (USA) Inc. at +1 (866) 811-8049 (US toll free), MUFG Securities Americas Inc. at +1 (877) 649-6848 (US toll free), BofA Securities, Inc. at +1 (800) 294 1322 (US toll free), Goldman Sachs & Co. LLC at +1 (866) 471-2526 (US toll free), Banco Bradesco BBI S.A. at +1 (646) 432-6642 (US collect) and UBS Securities LLC at +1 (888) 827-7275 (US toll free).

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Gustavo Duarte Pimenta
Executive Vice President, Finance, and Investor Relations