1 Companhia Vale do Rio Doce A new step towards value creation The acquisition of Inco August 11, 2006.

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Presentation transcript:

1 Companhia Vale do Rio Doce A new step towards value creation The acquisition of Inco August 11, 2006

2 Disclaimer ”This presentation may contain statements that express management’s expectations about future events or results rather than historical facts. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected in forward- looking statements, and CVRD cannot give assurance that such statements will prove correct. These risks and uncertainties include factors: relating to the Brazilian economy and securities markets, which exhibit volatility and can be adversely affected by developments in other countries; relating to the iron ore business and its dependence on the global steel industry, which is cyclical in nature; and relating to the highly competitive industries in which CVRD operates. For additional information on factors that could cause CVRD’s actual results to differ from expectations reflected in forward-looking statements, please see CVRD’s reports filed with the Brazilian Comissão de Valores Mobiliários and the U.S. Securities and Exchange Commission.”

3 Important Information ” This presentation may be deemed to be solicitation material in respect of CVRD's proposed tender offer for the shares of Inco. CVRD will prepare and file a tender offer statement on Schedule TO (containing an offer to purchase and a takeover bid circular) with the United States Securities and Exchange Commission (“SEC”). CVRD, if required, will file other documents regarding the proposed tender offer with the SEC.” INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE TAKEOVER BID CIRCULAR, THE SCHEDULE TO AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER FOR INCO SHARES. These documents will be available without charge on the SEC’s web site at Free copies of these documents can also be obtained by directing a request to Kingsdale Shareholder Services Inc., The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario, M5X 1E2, by telephone to (North American Toll Free) or (Overseas), or by to: ” This presentation may be deemed to be solicitation material in respect of CVRD's proposed tender offer for the shares of Inco. CVRD will prepare and file a tender offer statement on Schedule TO (containing an offer to purchase and a takeover bid circular) with the United States Securities and Exchange Commission (“SEC”). CVRD, if required, will file other documents regarding the proposed tender offer with the SEC.” INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE TAKEOVER BID CIRCULAR, THE SCHEDULE TO AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER FOR INCO SHARES. These documents will be available without charge on the SEC’s web site at Free copies of these documents can also be obtained by directing a request to Kingsdale Shareholder Services Inc., The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario, M5X 1E2, by telephone to (North American Toll Free) or (Overseas), or by to:

4 Agenda nThe proposed transaction nAn overview of Inco nStrategic alignment and expected benefits nThe proposed transaction nAn overview of Inco nStrategic alignment and expected benefits

5 The proposed transaction

6 Discipline in the allocation of capital is one of the most sacred principles adopted by CVRD management nInvestment opportunities are assessed according to their fit with strategic guidelines nRelevant risks – market, regulatory, labor, tax, environmental, legal – are evaluated nProjects have to satisfy criteria for cash flow at risk and shareholder value creation nInvestment opportunities are assessed according to their fit with strategic guidelines nRelevant risks – market, regulatory, labor, tax, environmental, legal – are evaluated nProjects have to satisfy criteria for cash flow at risk and shareholder value creation

7 Capital allocation discipline and good strategy execution spearheaded consistently high performance ¹ Before taxes 2 Invested capital = PP&E + working capital + R&D ¹ Before taxes 2 Invested capital = PP&E + working capital + R&D 1,2

8 Organic growth is our priority n16 major projects were delivered over the last four years nA global multi-commodity mineral exploration program is being executed nCompany is developing an exciting project pipeline involving capacity expansions in several segments of the mining industry and entry into new segments (nickel and coal) n16 major projects were delivered over the last four years nA global multi-commodity mineral exploration program is being executed nCompany is developing an exciting project pipeline involving capacity expansions in several segments of the mining industry and entry into new segments (nickel and coal)

9 Acquisitions are also a source of value creation. CVRD restructured its business portfolio making several acquisitions - partially financed by divestitures – in the iron ore industry ACQUISITIONSDIVESTITURES US$ 5.6 billion US$ 2.5 billion * *Year to June 30, 2006

10 The proposed transaction nAll-cash offer 1 to acquire 100% of outstanding common shares of Inco Limited (Inco) nOffer price: Cdn$ per Inco share nAll-cash offer 1 to acquire 100% of outstanding common shares of Inco Limited (Inco) nOffer price: Cdn$ per Inco share ¹ Full details of the offer will be included in formal take-over bid circular to be publicly filed and subsequently mailed to Inco shareholders

11 nOffer price based on our valuation methodology nConsistent with the generation of significant value to our shareholders over the medium to long term nEmbodies the recognition of synergies available to CVRD nOffer price based on our valuation methodology nConsistent with the generation of significant value to our shareholders over the medium to long term nEmbodies the recognition of synergies available to CVRD All-cash offer allows Inco’s shareholders to realize up-front its profitable growth potential without any risk

12 Deal financing nTwo-year committed bridge loan facility provided by Credit Suisse, UBS, ABN Amro and Santander => 1 st year, Libor + 40bps; 2 nd year, Libor + 60bps nCVRD expects to take out bridge facility with a long-term capital package within 18 months after the closing of the proposed transaction nCVRD remains firmly committed to maintaining its investment-grade rating => financial flexibility retained nTwo-year committed bridge loan facility provided by Credit Suisse, UBS, ABN Amro and Santander => 1 st year, Libor + 40bps; 2 nd year, Libor + 60bps nCVRD expects to take out bridge facility with a long-term capital package within 18 months after the closing of the proposed transaction nCVRD remains firmly committed to maintaining its investment-grade rating => financial flexibility retained

13 Financial strength through powerful cash generation Pro forma financial ratios Total debt / adjusted EBITDA (x)1.99 EBIT / interest coverage (x)11.1 Total debt / adjusted EBITDA (x)1.99 EBIT / interest coverage (x)11.1

14 An overview of Inco

15 Inco, a world leader in nickel nWorld’s second largest nickel producer nWorld’s largest nickel reserve base nOne of the world’s lowest cost producers of nickel nA very attractive growth pipeline of projects nA global leader in nickel technology – powerful brand name and premium products nWorld’s second largest nickel producer nWorld’s largest nickel reserve base nOne of the world’s lowest cost producers of nickel nA very attractive growth pipeline of projects nA global leader in nickel technology – powerful brand name and premium products H06 Revenue 2,4744,2784,5183,026 Net earnings Total debt1,7061,8681,9741, H06 Revenue 2,4744,2784,5183,026 Net earnings Total debt1,7061,8681,9741,921 US$ million Source: Inco’s reports

16 The largest world reserves million tons of contained nickel Source: AME Mineral Economics

17 Large scale, long-life and low-cost nickel assets legend Proven & probable reserves Mine life ~29 years 2.0 Mt Ontario (100%) Sudbury Mine life ~15 years 0.5 Mt Manitoba (100%) Thompson Mine life ~30 years 1.8 Mt Goro (72%) New Caledonia Voisey`s Bay (100%) Newfoundland and Labrador Mine life ~14 years 0.9 Mt Mine life ~27 years 2.6 Mt PT Inco (61%) Indonesia Source: Inco’s presentations

18 A low-cost producer 2006 industry cash cost Source: Brook Hunt Norilsk Nickel Inco

19 A world-class strong project pipeline Voisey’s Bay Bahadopi Sorowak o HPAL Goro Brownfield Pomalaa Goro Totten Committed greenfield Potential development Source: Inco

20 Inco has the highest growth potential among large nickel producers E Δ Inco Norilsk BHP Billiton Jinchuan Falconbridge Eramet Sumitomo E Δ Inco Norilsk BHP Billiton Jinchuan Falconbridge Eramet Sumitomo Source: CRU finished primary nickel production ’000 tons of contained nickel finished primary nickel production ’000 tons of contained nickel

21 ¹ 2005 prices, deflated by US PPI Sources: LME and CVRD ¹ 2005 prices, deflated by US PPI Sources: LME and CVRD Low real prices for more than a decade led to underinvestment in nickel nickel prices, in real terms¹

22 China is the main growth driver of the global nickel demand CAGR % % % % E19.6% CAGR % % % % E19.6% Sources: CVRD and CRU Chinese primary nickel consumption

23 Nickel fundamentals are very strong nDemand in non-stainless steel applications is being driven by recovery in aerospace industry nDemand for super-alloys from oil & gas is also increasing. Although still small, consumption in batteries became a high-growth user nFund buying is driven by institutional investor diversification into a new asset class to mitigate systematic risk of equity portfolios nDemand in non-stainless steel applications is being driven by recovery in aerospace industry nDemand for super-alloys from oil & gas is also increasing. Although still small, consumption in batteries became a high-growth user nFund buying is driven by institutional investor diversification into a new asset class to mitigate systematic risk of equity portfolios

24 Strategic alignment and expected benefits

25 Strategic alignment nConsistent with our long-term corporate strategy nConsistent with our non-ferrous metals business strategy nConsistent with our long-term corporate strategy nConsistent with our non-ferrous metals business strategy

26 Acquisition creates one of three largest mining companies in the world as of June 30, 2006 US$ billion as of June 30, 2006 US$ billion Enterprise value

27 Global scale with a high quality portfolio of long-life and low-cost assets n#1 in iron ore & pellets n#2 in nickel with a clear path to #1 nFuture #2 in bauxite and #3 in alumina 1 n#2 in manganese & ferroalloys n#1 in iron ore & pellets n#2 in nickel with a clear path to #1 nFuture #2 in bauxite and #3 in alumina 1 n#2 in manganese & ferroalloys ¹ growth provided by our organic pipeline: Paragominas I, II and III, Alunorte 6 & 7 and ABC

28 Acquisition brings significant value to our shareholders nA value creation combination: CVRD global mining leadership and powerful cash generation with Inco’s experience in nickel mining and technological leadership in nickel metallurgy nCVRD to become a leading global player in nickel avoiding learning costs involved in organic growth nA value creation combination: CVRD global mining leadership and powerful cash generation with Inco’s experience in nickel mining and technological leadership in nickel metallurgy nCVRD to become a leading global player in nickel avoiding learning costs involved in organic growth

29 A new growth platform nCombination of the two project pipelines will make feasible for CVRD to become #1 in the global nickel industry nInco’s experience and technological knowledge will contribute to minimizing execution risks of our own projects nCombination of the two project pipelines will make feasible for CVRD to become #1 in the global nickel industry nInco’s experience and technological knowledge will contribute to minimizing execution risks of our own projects estimated Project 1 capacitystatus Vermelho46,000 tpy of nickel / 2,800 tpy of cobalt approved Onça Puma 57,000 tpy of nickel approved ¹ SJ Piauí and Agua Branca, conceptual study estimated Project 1 capacitystatus Vermelho46,000 tpy of nickel / 2,800 tpy of cobalt approved Onça Puma 57,000 tpy of nickel approved ¹ SJ Piauí and Agua Branca, conceptual study

30 An unmatched one-stop shop for the steel industry nHigh quality products from long-life low-cost assets nOpportunity to exploit further economies of scale and scope nHigh quality products from long-life low-cost assets nOpportunity to exploit further economies of scale and scope Metallurgical coal (future) Iron Ore Pellets Fe Mn alloys Nickel CVRD Manganese

31 Positive impact on cost of capital nAcquisition promotes a better diversification of our activities by products, markets and geographic asset base nClear positive impact on business & financial risks and cost of capital nAcquisition promotes a better diversification of our activities by products, markets and geographic asset base nClear positive impact on business & financial risks and cost of capital

pro forma revenue composition Diversity by products, markets and geography addresses main CVRD structural weakness CVRD Post US$17.9 billion CVRD Post US$17.9 billion CVRD Pre US$13.4 billion CVRD Pre US$13.4 billion

33 Diversity by products, markets and geography addresses main CVRD structural weakness Balanced exposure to major economies 2005 pro forma combined sales destination Balanced exposure to major economies 2005 pro forma combined sales destination CVRD Post US$17.9 billion CVRD Post US$17.9 billion CVRD Pre US$13.4 billion CVRD Pre US$13.4 billion

34 Diversity by products, markets and geography addresses main CVRD structural weakness CVRD Post US$ 22.6 billion CVRD Post US$ 22.6 billion CVRD Pre US$ 14.2 billion CVRD Pre US$ 14.2 billion ¹ Combined PP&E by region, as of December 31, 2005 diversified geographic asset base¹

35 Minimum expected synergies of US$ 520 million 1 nSources of estimated synergies –Portfolio asset management –Efficiency gains in the ramp-up of Vermelho & Onça Puma –Marketing costs nPotential cost savings (not estimated) derived from economies of scale in: –Procurement –Shared business services –Focused mineral exploration nSources of estimated synergies –Portfolio asset management –Efficiency gains in the ramp-up of Vermelho & Onça Puma –Marketing costs nPotential cost savings (not estimated) derived from economies of scale in: –Procurement –Shared business services –Focused mineral exploration ¹ Net present value

CVRD – a Global leader