| Equity |
28. Equity
a) Share capital
As of June 30, 2025, the share capital
was US$61,614 corresponding to 4,539,007,580 shares issued and fully paid without par value. The Board of Directors may, regardless of
changes to by-laws, approve the issue and cancelation of common shares, including the capitalization of profits and reserves to the extent
authorized.
| Schedule of share
capital |
|
|
|
| |
June 30, 2025 |
| Shareholders |
Common shares |
Golden shares |
Total |
| Previ (i) |
394,305,082 |
– |
394,305,082 |
| Mitsui&co (i) |
286,347,055 |
– |
286,347,055 |
| Blackrock, Inc (ii) |
289,063,618 |
– |
289,063,618 |
| Total shareholders with more than 5% of capital |
969,715,755 |
– |
969,715,755 |
| Free floating |
3,299,063,020 |
– |
3,299,063,020 |
| Golden shares |
– |
12 |
12 |
| Total outstanding (without shares in treasury) |
4,268,778,775 |
12 |
4,268,778,787 |
| Shares in treasury |
270,228,793 |
– |
270,228,793 |
| Total capital |
4,539,007,568 |
12 |
4,539,007,580 |
(i) Number of shares owned by shareholders,
as per statement provided by the custodian, based on shares listed at B3.
(ii) Number of shares as reported in BlackRock,
Inc.’s Schedule 13G/A, filed with the SEC.
b) Share buyback program
On February 19, 2025, the Board of
Directors approved the common shares buyback program, limited to a maximum of 120,000,000 common shares or their respective ADRs, with
a term of 18 months started from the end of the ongoing program, detailed below:
| Schedule of share buyback program |
|
|
| |
Total of shares repurchased |
Effect on cash flows |
| |
Six-month period ended June 30, |
| |
2025 |
2024 |
2025 |
2024 |
| Shares buyback program up to 150,000,000 shares (i) |
|
|
|
|
| Acquired by Parent |
– |
17,413,659 |
– |
231 |
| Acquired by wholly owned subsidiaries |
– |
11,645,514 |
– |
158 |
| Total |
– |
29,059,173 |
– |
389 |
(i) On October 26, 2023 a new share buyback
program limited to a maximum of 150,000,000 common shares and their respective ADRs, over the next 18 months started from the end of the
program previously on going.
c) Remuneration approved
The Company's By-laws determines
as its minimum mandatory remuneration to Vale shareholders an amount equal to 25% of the net income, after appropriations to legal and
tax incentive reserves. The remuneration approved as interest on capital (“JCP”) is gross up with the income tax applicable
to Vale’s shareholders. The remuneration to Vale’s shareholders was based on the following resolutions:
| • | On July 31, 2025 (subsequent event),
the Board of Directors approved JCP to its shareholders in the total amount of US$1,448 (R$8,091 million), which will be paid in September
2025 as an anticipation of the remuneration for the year ending on December 31, 2025. |
| • | On
February 19, 2025, the Board of Directors approved dividends to shareholders in the total amount of US$1,596 (R$9,143 million), approved
as additional remuneration for the year ended December 31, 2024. This remuneration was fully paid in March 2025. |
| • | On
February 22, 2024, the Board of Directors approved dividends to shareholders in the total amount of US$2,364 (R$11,722 million), for the
year ended December 31, 2023. This remuneration was fully paid in March 2024. |
|