Vale, a Brazilian mining company, has filed through its subsidiary Mineração Naque S.A., the prospect of a public offer to acquire up to 100 percent of the free float shares of its subsidiary Vale Fertilizantes S.A., in order to subsequently cancel its registration as a publicly listed company.

The price per share to be paid in cash is R$ 25.00, for both the common and preferred shares of Vale Fertilizantes. To be effective, the public offer is subject to the acceptance by more than 2/3 of the shareholders who have decided to participate in the auction. If this condition is not met, Vale, through Naque, will withdraw the offer.

In the event that all Vale Fertilizantes’ shareholders decide to sell their shares in the auction, the total amount to be paid by Vale, through Naque, will be R$ 2.2 billion, equivalent to US$ 1.3 billion at the BRL/USD exchange rate of 1.7516 on Nov. 9, 2011. The public offer will be executed by Morgan Stanley CTVM S.A., which will guarantee, pursuant to CVM Instruction 361, the financial settlement of the public offer.

The auction will be held on Dec. 12, 2011, at 3:00 pm Rio de Janeiro time. Vale Fertilizantes’ shareholders who wish to participate in the auction should be eligible in the terms of the prospect. Those interested can find the prospect and the appraisal report on the websites of Vale, www.vale.com, Vale Fertilizantes, www.valefertilizantes.com, CVM, www.cvm.gov.br, and BM&FBovespa, www.bmfbovespa.com.br.