Deal in mining business

1. Companhia
Vale do Rio Doce
DOCUMENTATION FOR THE CONSOLIDATION OF FERTECO MINERAÇÃO S.A. BY
COMPANHIA VALE DO RIO DOCE, AS SET OUT BELOW:
The undersigned members of the administrative bodies of
COMPANHIA VALE DO RIO DOCE, with head offices in the city of Rio de Janeiro, Avenida Graça
Aranha 26, Centro, Corporate Taxpayer Registration (CPF/MJ) No. 33.592.51010.00154, hereinafter
referred to as “CVRD”, and
FERTECO MINERAÇÃO S.A. with head offices in the city of Rio de Janeiro, Rua Rodrigo Silva, 22º
andar, Corporate Taxpayer Registration (CPF/MJ) No. 33.078.320/0001-13, hereinafter referred to
as “FERTECO”
hereby undersign this Presentation concerning the Consolidation of FERTECO by CVRD, in
accordance with the terms and objectives of articles 224 and 225 of Law 6.404 of December 15th
1976, and other applicable legal provisions, as follows
1. 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 CVRD
2. 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 CVRD
5. 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
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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
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4. FERTECO MINERAÇÃO S.A.
EXECUTIVE DIRECTORS
____________________________ __________________________
Rogério Caporali Armando Janeiro Amaral
CEO Director
____________________________ __________________________
Roberto Gottschalk Marcos Vinícius Jerônimo Barroso
Commercial Director Industrial Director
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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, we
hereby submit for your analysis the attached Presentation, which contains the terms and conditions
agreed by the administrative bodies of Companhia Vale do Rio Doce (“CVRD”) and FERTECO
MINERAÇÃO 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.
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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
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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
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8. FERTECO MINERAÇÃO S.A.
EXECUTIVE DIRECTORS
____________________________ __________________________
Rogério Caporali Armando Janeiro Amaral
CEO Director
____________________________ __________________________
Roberto Gottschalk Marcos Vinícius Jerônimo Barroso
Commercial Director Industrial Director
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9. Ferteco Mineração S.A.
APPRAISAL REPORT
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10. Appraisal Report
Ferteco Mineração S.A.
PriceWaterhouseCoopers Auditores Independentes, a company with head offices
in 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 Paulo
Regional Accounting Council (Conselho Regional de Contabilidade do Estado de
São Paulo) under No. 2SP000160/O-5, then registered with the Rio de Janeiro
Regional Accounting Council, No. 2SP000160/O-5 “S” RJ, Corporate Taxpayers
Number (CNPF/MJ) 61.562.112/0001-20, by-laws registered at the 4th Registry
Office of corporate books and documents of São Paulo – São Paulo state on
September 17 1956 with changes subsequently registered at the 2nd Registry Office
of corporate books and documents of São Paulo – São Paulo state, the most
recent 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 Regional
Accounting Council Registration No.: 044214, with a second registration at the Rio
de 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 the
value of its shareholders equity on July 31 2003 to be Consolidated into Companhia
Vale do Rio Doce hereby presents the results of said appraisal report:
The valuation of the shareholders equity of Ferteco Mineração S.A. was done along
with by the audit of the balance sheet of July 31 2003 prepared by the management
of the company.
Our audit was performed in accordance with auditing norms which require that such
audit must be undertaken with the aim of proving that the financial statement in all
relevant aspects has been presented in accordance with the established criteria. Our
audit therefore included, amongst other procedures: (a) planning of the work to be
undertaken, 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 disclosed
accounting information and values and (c) assessing the main accounting practices
and estimates used by the company’s management.
Based on the audit performed, we conclude that the value of the assets, rights and
obligations 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 the
accounting books in accordance with the accounting practices used in Brazil.
Belo Horizonte, August 14 2003.
PricewaterhouseCoopers
Auditores Independentes
CRC 2SP013439/O-5 “S” RJ
Rogério Roberto Gollo
Accounting partner
CRC 1RS044214 “S” RJ
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12. CONDENSED BALANCE SHEET AS OF JULY 31 2003
R$
Assets
Current Assets 673,373,828.72
Long-term receivables 353,120,642.39
Permanent Assets 280,582,303.08
Total Assets 1,307,076,774.19
Liabilities and Net Equity
Current Liabilities 271,192,391.29
Long-term liabilities 207,337,328.30
Net Equity 828,547,054.60
Total Liabilities and Net Equity 1,307,076,774.19
This annex is an integral part of the valuation and must not be detached from the
valuation of net assets of Ferteco Mineração S.A. issued by
PricewaterhouseCoopers Auditores Independentes, dated August 14th 2003.
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