淡水河谷股东将投票选举新董事长，远程投票初步显示Oliveira领先

Vale SAshareholders will vote Wednesday for a new chairman after weeks of boardroom turmoil sparked by a push from one of the Brazilian mining giant’s largest investors to reshape leadership.

The battle began in June after pension fund Previ, which has long been viewed as close to the federal government, sought to remove Daniel Stieler as chairman before the end of his term. Although most directors opposed the move, Stieler resigned. Now shareholders must vote on his replacement.

Shareholders will choose between Vice Chairman Marcelo Gasparino da Silva, who has warned that Previ’s proposal risks political interference, and Lead Independent Director Manuel Lino Silva de Sousa Oliveira, known as Ollie, who is backed by the pension fund, to serve through April 2027.

The contest sets the stage for a potential showdown between Vale’s former controlling shareholders and a newer group of global institutional investors, while reviving concerns about political influenceat Brazil’s biggest miner. Previ, Mitsui & Co. and Bradespar SA — members of Vale’s former controlling bloc — have historically voted together.

Proxy advisers ISS and Glass Lewis have split over the chairmanship, meaning the outcome could hinge on institutional investors including Capital Group and BlackRock Inc.

Former BP Plc executive Ieda Gomes Yell, the board’s nominee, and Previ-backed Jose Mauricio Pereira Coelho are competing for a vacant board seat. Previ manages retirement savings for employees of state-controlled Banco do Brasil SA.

A preliminary tally of remote voting instructions shows Oliveira leading with 1.29 billion votes, compared with 746 million for Gasparino. The count excludes holders of American depositary receipts and represents 48.5% of Vale’s voting capital, leaving the outcome uncertain.

Oliveira spent more than four decades in mining, including senior roles at Anglo American Plcand De Beers Consolidated Mines Ltd., and serves on the board of Vale Base Metals, the company’s copper and nickel unit. Peers describe him as a serious, low-key executive with a technical profile.

Gasparino, a corporate lawyer with vast boardroom experience, is also a director at Brazil’s oil giant Petroleo Brasileiro SA and has previously served on the boards of Banco do Brasil, Usiminas and Axia, where he navigated a contentious board election in 2025.

Despite Vale’s 1997 privatization, investors remain sensitive to signs of government influence. Brasilia retains a golden share with limited veto rights, and the state can wield indirect influence via permitting and key railway concessions.

Previ, which owns about 7% of Vale, says Oliveira would ensure a more independent and transparent process for selecting candidates ahead of next year’s board renewal. Stieler, who led the pension fund during former President Jair Bolsonaro’s administration, has seen his influence diminish since changes in Previ’s leadership this year.

ISS, however, said Previ had failed to provide a compelling rationale for removing Stieler before the end of his term or changing the board’s leadership outside the normal election cycle.

The campaign has been marked by leaked board messages and an investigation by Brazil’s securities regulator. Vale also ruled out investingin billionaire Joesley Batista’s iron ore company after O Globo reported that Oliveira suggested exploring a joint venture.

Separately, Valor Economico reportedthat Stieler’s resignation included a compensation agreement. A minority shareholder asked the securities regulator to look into the circumstances of his departure.

The contest echoes Vale’s contentious 2024 chief executive succession, when allegations of political influence prompted two directors to resign and reignited questions about the miner’s governance.

While the vote is unlikely to heal divisions among major shareholders, BTG Pactual analysts said it is unlikely to change Vale’s strategy or capital allocation, citing limited risk of direct government interference.

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