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Acordo vale - ferteco

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  • 1. Companhia Vale do Rio DoceDOCUMENTATION FOR THE CONSOLIDATION OF FERTECO MINERAÇÃO S.A. BYCOMPANHIA VALE DO RIO DOCE, AS SET OUT BELOW:The undersigned members of the administrative bodies ofCOMPANHIA VALE DO RIO DOCE, with head offices in the city of Rio de Janeiro, Avenida GraçaAranha 26, Centro, Corporate Taxpayer Registration (CPF/MJ) No. 33.592.51010.00154, hereinafterreferred to as “CVRD”, andFERTECO MINERAÇÃO S.A. with head offices in the city of Rio de Janeiro, Rua Rodrigo Silva, 22ºandar, Corporate Taxpayer Registration (CPF/MJ) No. 33.078.320/0001-13, hereinafter referred toas “FERTECO”hereby undersign this Presentation concerning the Consolidation of FERTECO by CVRD, inaccordance with the terms and objectives of articles 224 and 225 of Law 6.404 of December 15th1976, and other applicable legal provisions, as follows1. FERTECO is a joint-stock company with share capital of R$ 225,774,879.00 (two hundred and twenty-five million, seven hundred and seventy-four thousand, eight hundred and seventy-nine reals), represented by 225,774,879 (two hundred and twenty-five million, seven hundred and seventy-four thousand, eight hundred and seventy-nine) registered, non-convertible common shares each worth R$ 1.00 (one real), all of which are held by CVRD2. FERTECO’s assets will be transferred to CVRD at the respective book-entered value. This is justified by the fact that, as FERTECO is a wholly-owned subsidiary of CVRD, its shareholders equity are already the exclusive property of CVRD and are represented by the shares of FERTECO. Once the 225,774,879 (two hundred and twenty-five million, seven hundred and seventy-four thousand, eight hundred and seventy-nine reals) common shares issued by FERTECO and belonging to CVRD are annulled, as a result of the Consolidation, the value of these shares in CVRD’s accounting books shall be replaced by the value of FERTECO’s assets, without any alteration to the book entered value.3. The value of ‘FERTECO ’s shareholders equity to be transferred to CVRD shall be ascertained by a specialist company, pursuant to Art 8 of Law 6.404/76, , with such company being nominated at the General Shareholders Meetings of FERTECO and CVRD at which the present proposal is to be analyzed, with said company composing the Appraisal Report, as foreseen in paragraph 1, article 227 of Law 6.404/76, with said appraisal being made using the book entered value, based upon the balance sheet of FERTECO as prepared on July 31st 2003.4. Changes to the value of the assets taking place between July 31st 2003 and the effective Consolidation date of FERTECO by CVRD will be appropriated by each of the corresponding companies, and the repercussions of all the acts and events occurring after the date of the operation under contemplation will be absorbed by CVRD5. Given that FERTECO is a wholly-owned subsidiary of CVRD, there shall be no issues of shares of acquiring company CVRD’s capital, which shall remain unchanged. Consequently, no alterations will be made to the by-laws of CVRD
  • 2. 6. In light of the above, FERTECO and CVRD will hold extraordinary general shareholders meetings to formalize the provisions of the present instrument, pursuant to article 227 of Law 6.404/76, and CVRD shall be responsible for filing the minutes of the Consolidation with the appropriate registration entities and the subsequent publication thereof.7. Under the terms of corporate law, CVRD shall unconditionally assume the entire assets, duties and liabilities of FERTECO, be they legal or conventional, including the mining rights owned by FERTECO. Rio de Janeiro, August 13th 2003. COMPANHIA VALE DO RIO DOCE BOARD OF DIRECTORS _____________________________ ___________________________ Sérgio Ricardo Silva Rosa Erik Persson Chairman Board Member _____________________________ __________________________ Ricardo Carvalho Giambroni Arlindo Magno de Oliveira Board Member Board Member ____________________________ __________________________ Luiz Alexandre Bandeira de Mello João Moisés de Oliveira Board Member Board Member ___________________________ __________________________ Renato da Cruz Gomes Mário da Silveira Teixeira Júnior Board Member Board Member ___________________________ __________________________ Rômulo de Mello Dias Francisco Valadares Póvoa Board Member Board Member 2
  • 3. __________________________ Claudio Bernardo Guimarães de Moraes Board Member DIRETORIA________________________________ ________________________________ Roger Agnelli Armando de Oliveira Santos Neto CEO Executive Director Ferrous Minerals________________________________ ________________________________ Carla Grasso Antonio Miguel Marques Executive Director Executive Director HR and Corporate Services Shareholdings and Business Development________________________________ ________________________________ Gabriel Stoliar Diego Hernández Executive Director Executive Director Planning and Control Non Ferrous Minerals________________________________ ________________________________ Guilherme Rodolfo Laager Fabio de Oliveira Barbosa Executive Director CFO Logistics 3
  • 4. FERTECO MINERAÇÃO S.A. EXECUTIVE DIRECTORS____________________________ __________________________ Rogério Caporali Armando Janeiro Amaral CEO Director____________________________ __________________________ Roberto Gottschalk Marcos Vinícius Jerônimo Barroso Commercial Director Industrial Director 4
  • 5. JUSTIFICATION FOR THE CONSOLIDATION OF FERTECO MINERAÇÃO S.A. BY COMPANHIA VALE DO RIO DOCE.Dear Shareholder,In accordance with the provisions of article 223 onwards of Law 6.404 of December 15th 1976, wehereby submit for your analysis the attached Presentation, which contains the terms and conditionsagreed by the administrative bodies of Companhia Vale do Rio Doce (“CVRD”) and FERTECOMINERAÇÃO S.A. (“FERTECO”), concerning the Consolidation of FERTECO by CVRD.1. FERTECO is a mining company which sells iron ore and its derivatives both in Brazil and overseas, in addition to importing mining equipment, spare parts and raw materials which are required. Ferteco also sets up and runs companies which are directly or indirectly related to these objectives, in addition to providing services within this area.2. CVRD is a publicly-held joint-stick company, traded on the Brazilian stock market and overseas stock markets, which does business in several Brazilian productive sectors. It carries out the mining and sale of iron ore, pellets and ferro-alloys, as well as non-ferrous minerals (gold, kaolin, potassium, copper and aluminum). It carries out activities in the logistics sector (railways, terminals, port terminals, shipping lanes and communication systems). It participates in business related to power generation, including the industrialization and sale of all forms of energy, and the production and sale of phosphate and nitrate fertilizers.3. On April 27th, 2001, a CVRD subsidiary called Zagaia Participações S.A. acquired all the stock held by Thyssen Krupp Stahl AG in FERTECO. On April 1st 2002, FERTECO subsequently took over Zagaia Participações S.A., thereby making FERTECO a wholly-owned subsidiary of CVRD.4. In view of the corporate relationship between CVRD and FERTECO and, after the perfect integration of FERTECO’s operating assets and investments with the operating activities developed by CVRD having been established, CVRD and FERTECO both believe that the Consolidation of FERTECO by CVRD is in accordance with the financial and administrative strategic guidelines adopted by each company.In light of the above, the Consolidation of FERTECO by CVRD is in the best interests of its(CVRD’s) shareholders. 5
  • 6. Rio de Janeiro, August 13th 2003 COMPANHIA VALE DO RIO DOCE BOARD OF DIRECTORS_____________________________ ___________________________ Sérgio Ricardo Silva Rosa Erik Persson Chairman Board Member_____________________________ __________________________ Ricardo Carvalho Giambroni Arlindo Magno de Oliveira Board Member Board Member____________________________ __________________________ Luiz Alexandre Bandeira de Mello João Moisés de Oliveira Board Member Board Member___________________________ __________________________ Renato da Cruz Gomes Mário da Silveira Teixeira Júnior Board Member Board Member___________________________ __________________________ Rômulo de Mello Dias Francisco Valadares Póvoa Board Member Board Member __________________________ Claudio Bernardo Guimarães de Moraes Board Member 6
  • 7. DIRETORIA________________________________ ________________________________ Roger Agnelli Armando de Oliveira Santos Neto CEO Executive Director Ferrous Minerals________________________________ ________________________________ Carla Grasso Antonio Miguel Marques Executive Director Executive Director HR and Corporate Services Shareholdings and Business Development________________________________ ________________________________ Gabriel Stoliar Diego Hernández Executive Director Executive Director Planning and Control Non Ferrous Minerals________________________________ ________________________________ Guilherme Rodolfo Laager Fabio de Oliveira Barbosa Executive Director CFO Logistics 7
  • 8. FERTECO MINERAÇÃO S.A. EXECUTIVE DIRECTORS____________________________ __________________________ Rogério Caporali Armando Janeiro Amaral CEO Director____________________________ __________________________ Roberto Gottschalk Marcos Vinícius Jerônimo Barroso Commercial Director Industrial Director 8
  • 9. Ferteco Mineração S.A.APPRAISAL REPORT 9
  • 10. Appraisal Report Ferteco Mineração S.A.PriceWaterhouseCoopers Auditores Independentes, a company with head officesin the city of São Paulo, São Paulo state, Avenida Francisco Matarazzo, nº 1.400,do 7º ao 11º e do 13º ao 20º andares, originally registered with the São PauloRegional Accounting Council (Conselho Regional de Contabilidade do Estado deSão Paulo) under No. 2SP000160/O-5, then registered with the Rio de JaneiroRegional Accounting Council, No. 2SP000160/O-5 “S” RJ, Corporate TaxpayersNumber (CNPF/MJ) 61.562.112/0001-20, by-laws registered at the 4th RegistryOffice of corporate books and documents of São Paulo – São Paulo state onSeptember 17 1956 with changes subsequently registered at the 2nd Registry Officeof corporate books and documents of São Paulo – São Paulo state, the mostrecent change being the 106th, dated February 14th 2003, filed on microfilm, No.72.124 on March 14th 2003, hereby represented by the undersigned partner Mr.Rogério Roberto Gollo, Brazilian, married, accountant, ID (RG): 6022771114-SSP/RS, Federal Taxpayers Number: 365.244.920-72, Rio Grande do Sul RegionalAccounting Council Registration No.: 044214, with a second registration at the Riode Janeiro Regional Accounting Council, residing in the city of Belo Horizonte,Minas Gerais state, Rua dos Inconfidentes, 1190, 9° andar, Bairro Funcionários,nominated by Ferteco Mineração S.A, as expert consultant for ascertaining thevalue of its shareholders equity on July 31 2003 to be Consolidated into CompanhiaVale do Rio Doce hereby presents the results of said appraisal report:The valuation of the shareholders equity of Ferteco Mineração S.A. was done alongwith by the audit of the balance sheet of July 31 2003 prepared by the managementof the company.Our audit was performed in accordance with auditing norms which require that suchaudit must be undertaken with the aim of proving that the financial statement in allrelevant aspects has been presented in accordance with the established criteria. Ouraudit therefore included, amongst other procedures: (a) planning of the work to beundertaken, taking into consideration the importance of the balances, the volume of 10
  • 11. transactions and accounting systems and internal controls of the company, (b)verifying the evidence and accounts which prove the veracity of the disclosedaccounting information and values and (c) assessing the main accounting practicesand estimates used by the company’s management.Based on the audit performed, we conclude that the value of the assets, rights andobligations composing the shareholders equity of Ferteco Mineração S.A.,according to the balance sheet of July 31 2003 as summarized in the Annex, is R$828,547,054.60 (eight hundred and twenty-eight million, five hundred and forty-seven thousand, and fifty-four reals and sixty cents), which is entered in theaccounting books in accordance with the accounting practices used in Brazil.Belo Horizonte, August 14 2003.PricewaterhouseCoopersAuditores IndependentesCRC 2SP013439/O-5 “S” RJRogério Roberto GolloAccounting partnerCRC 1RS044214 “S” RJ 11
  • 12. CONDENSED BALANCE SHEET AS OF JULY 31 2003 R$AssetsCurrent Assets 673,373,828.72Long-term receivables 353,120,642.39Permanent Assets 280,582,303.08Total Assets 1,307,076,774.19Liabilities and Net EquityCurrent Liabilities 271,192,391.29Long-term liabilities 207,337,328.30Net Equity 828,547,054.60Total Liabilities and Net Equity 1,307,076,774.19This annex is an integral part of the valuation and must not be detached from thevaluation of net assets of Ferteco Mineração S.A. issued byPricewaterhouseCoopers Auditores Independentes, dated August 14th 2003. 12