Vale S A : MINUTES OF THE ORDINARY MEETING OF THE BOARD OF DIRECTORS

MINUTES OF THE ORDINARY MEETING OF THE BOARD OF DIRECTORS

1. DATE, TIME AND PLACE

The Board of Directors ("BD") met on November 25, 2021, from 9:00 a.m. to 6:00 p.m., at the address Praia de Botafogo, 186, room 1901, Botafogo, in the city and state of Rio de Janeiro, and via videoconference.

2. LIST OF ATTENDANCE

The following were present: José Luciano Duarte Penido ("JP") - Chairman ("CBD"), Fernando Jorge Buso Gomes - Vice-Chairman ("FB"), Eduardo de Oliveira Rodrigues Filho ("ER"), Ken Yasuhara ("KY"), Manuel Lino Silva de Sousa Oliveira ("OO") (via videoconference), Marcelo Gasparino da Silva ("MG"), Mauro Gentile Rodrigues da Cunha ("MRC"), Murilo Cesar Lemos dos Santos Passos ("MP"), Rachel de Oliveira Maia ("RM"), Roberto da Cunha Castello Branco ("RCB"), Roger Allan Downey ("RD"), and acting member André Viana Madeira ("AVM"). Luiz Gustavo Gouvêa, General Secretary of Corporate Governance of Vale S.A. ("Vale"), acted as secretary for the meeting. In addition, the guests mentioned under annex I also attended the meeting.

3. EXCLUSIVE SESSION

1. OPENING OF BUSINESS - The CBD commented on the meeting's agenda.
2. SAFETY SHARE - A presentation was made on working at heights, detailing the Critical Activity Requirements established to prevent or mitigate possible risks.
3. REPORT OF THE FINANCE COMMITTEE ("FinC") - Mr. FB detailed the main discussions, recommendations and requests of the FinC, according to the material presented, highlighting: a) update of matters involving Samarco; b) monitoring of the share buyback program; c) monitoring of financial risk events and map updates; d) Post Investment Review of certain projects; and f) update of M&A transactions.
4. REPORT OF THE OPERATIONAL EXCELLENCE AND RISK COMMITTEE ("OERC") - Coordinator RD detailed the main discussions, recommendations and requests of the OERC, according to the material presented, highlighting: a) update of the Emergency Action Plan for Mining Dams ("EAPMD"); b) monitoring of the recommendations of the Extraordinary Independent Consulting Committee on Dam Safety; and c) health and safety indicators.
5. REPORT OF THE AUDIT COMMITTEE ("AudCo") - Coordinator OO detailed the main discussions, recommendations and requests of the AudCo, according to the material presented, highlighting: a) Plan for Management of Contracts with Third Parties; b) Systemic action plan for safety and maintenance matters; c) monitoring of related party transactions; d) developments in litigation; and e) 2022 work plan.

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Minutes of the Ordinary Meeting of Vale's Board of Directors held on 11/25/2021, from 9:00 am to 6:00 pm (continued)

1. REPORT OF THE SUSTAINABILITY COMMITTEE ("SC") - Coordinator MG detailed the main discussions, recommendations and requests of the SC, according to the material presented, highlighting: a) the presentations on Ethnic-Racial Literacy (delivered by member RM) and New Generation Plantations (delivered by WWF); b) Vale social manifesto; c) monitoring the journey to the Dow Jones Sustainability Index; and d) issues related to reparations.
2. REPORT OF THE PERSONNEL, COMPENSATION AND GOVERNANCE COMMITTEE ("PCGC") - Coordinator MRC detailed the main discussions, recommendations and requests of the PCGC, according to the material presented, highlighting: a) new talent acquisition structure (Talent Management); b) HR indicators and KPIs; c) matters related to the management compensation proposal for 2022; d) consultation with the CVM; and e) the rules of composition of the Nomination Committee.
3. REPORT OF THE INNOVATION COMMITTEE ("IC") - Coordinator RCB detailed the main discussions, recommendations and requests of the IC, according to the material presented, highlighting: a) open innovation initiatives; b) presentation on Corporate Venture Capital; c) R&D budget; and d) McKinsey talk.
4. CEO GOALS - The BD discussed and proposed changes to the proposed CEO specific goals for the year 2022. The revised proposal is expected to be submitted for resolution at the next ordinary meeting of the BD. Reference: DDE 216/2021.
5. OTHER INFORMATIVE MATTERS - The BD took note of the EC's resolutions in the period from 10/14/2021 to 11/8/2021 involving matters delegated by the BD.

4. INFORMATIVE AGENDA

1. REPORT OF THE CHIEF EXECUTIVE OFFICER - The CEO reported on the main events and highlights in Vale's business since his last report to the BD, according to the material presented, highlighting: a) health and safety events, b) cultural transformation events, including the Leaders Forum to be held on 12/14/2021; c) completion of the sale of interest in Mosaic; d) initiatives for the ESG Agenda; e) updates on topics related to the Renova Foundation; f) Vale Day; and g) updates on topics related to geotechnical structures. Reference: Report Nov/21.
2. FOLLOW UP OF DEMANDS (BD TO EC) - The status of the demands and recommendations of the BD in the period from January to 10/31/2021 was presented.
3. SCENARIO FOR THE STEEL AND ORE INDUSTRY IN CHINA - Short-term prospects for the iron ore market were presented.
4. BUSINESS AND PERFORMANCE MONITORING - IRON ORE, BASE METALS AND COAL - An update of Vale's primary operational and financial indicators and the status of the iron ore, base metals and coal businesses was presented, as well as an update on repairing, health and safety, institutional relations and sustainability. In addition, the major topics to be addressed at Vale Day were informed.

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Minutes of the Ordinary Meeting of Vale's Board of Directors held on 11/25/2021, from 9:00 am to 6:00 pm (continued)

1. EAPMD PRESENTATION - EMERGENCY ACTION PLAN FOR MINING DAMS (AS REQUIRED BY THE DAM LAW) - The current organization of Vale's EAPMD in Brazil and the contingency project for the automatic activation of false alarms were presented. For the purposes of Article 18 of Minas Gerais (MG) State Law No. 23.291/2019, it is recorded that the BD took note of the matters under the terms of the presentation.
2. FOLLOW-UPOF GOCG DEMANDS - BD - The status of demands and recommendations of the BD to the General Office of Corporate Governance ("GOCG") for the period from January to September 2021 was presented.

5. AGENDA OF RESOLUTIONS

After review and debates, the following decisions were made:

1. APPROVAL OF THE CALENDAR OF BD AND COMMITTEE MEETINGS - JANUARY 2022 TO APRIL 2023 - The BD unanimously approved the calendar for the meetings of the BD and its Advisory Committees for the period from January 2022 to April 2023, as proposed. Reference: RBDA - Request for BoD's Approval - "Proposed Calendar from January 2022 to April 2023 of the Board of Directors and Advisory Committees."
2. APPROVAL OF THE BD AND COMMITTEE BUDGET- With the assent of the PCGC, the BD unanimously approved the 2022 budget, which includes the expenses of the BD and its Advisory Committees, under the terms of the submitted proposal. Reference: RBDA - Request for BoD's Approval - 2022 Budget Proposal: BD and Advisory Committees.
3. COLLECTIVE GOALS - With the assent of the PCGC, the BD unanimously approved the dashboard of collective goals for the CEO, Members directly linked to the CEO and Executive Vice-Presidents for the year 2022; all under the terms of the submitted proposal. Reference: DDE 217/2021.
4. 2022-2026STRATEGIC PLANNING - The BD unanimously approved the 2022-2026 Strategic Planning, under the terms of the submitted proposal. Reference: DDE 215/2021.
5. VALE'S 2022 BUDGET AND 2023-2026 PLAN - With the assent of the FinC, the BD unanimously approved (i) Vale's 2022 Budget; (ii) the delegation of powers to the Vice President of Finance and Investor Relations to review the budget in the event of certain events; and (iii) the performance of all connected, related, necessary and/or complementary acts; all under the terms of the submitted proposal. It is hereby recorded that Board Member MG did not have access to Vale's Budget items related to Aliança Energia, due to a conflict of interests, pursuant to Vale S.A.'s Policy on Related Party Transactions and Conflict of Interests Reference: DDE 200/2021.
6. VALE'S 2022 SOCIO-ENVIRONMENTAL INVESTMENT BUDGET - With the assent of the SC, the BD unanimously approved the 2022 Budget for External Expenditures (Socio- environmental Investments), including donations to Fundação Vale, Fundo Vale, Instituto

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Minutes of the Ordinary Meeting of Vale's Board of Directors held on 11/25/2021, from 9:00 am to 6:00 pm (continued)

Ambiental Vale, Associação Instituto Tecnológico Vale - ITV and Instituto Vale (Instituto Cultural Vale); all under the terms of the submitted proposal. Reference: DDE 201/2021.

1. 2022 MULTI-YEAR ESTIMATE OF COSTS, BUDGET AND CONTRIBUTIONS- RENOVA - With the assent of the SC and FinC, the BD unanimously approved (i) voting guidance for those appointed by Vale on the Renova Foundation's Board of Trustees, to approve the Budget for the year 2022, the 2022 request for a contribution and the Multi-Year Expenditure Estimate for 2016-2030; and (ii) performance of all connected, related and/or complementary acts; all under the terms of the submitted proposal. Reference: DDE 204/2021.
2. POLICY OF POLICIES - With the assent of the PCGC, the BD unanimously approved the creation of the Policy for the Drafting and Publication of Policies, under the terms of the submitted proposal. Reference: DDE 219/2021.
3. GOCG BUDGET APPROVAL - With the assent of the PCGC, the BD unanimously approved the GOCG budget for 2022, as proposed directly to the BD. Reference: RBDA - Request for BoD's Approval - "COGC 2022 Budget Proposal."
4. COMPLIANCE EXECUTIVE BOARD BUDGET APPROVAL - With the assent of the PCGC, the BD unanimously approved the Compliance Executive Board budget for 2022, under the terms of the submitted proposal. Reference: RBDA - Request for BoD's Approval - "Compliance Executive Board 2022 Budget Proposal."
5. REVISION OF THE INFORMATION DISCLOSURE AND SECURITIES TRADING POLICY - With the assent of the FinC and PCGC, the BD unanimously approved the 1st Revision of the Information Disclosure and Securities Trading Policy (POL-0030-G), under the terms of the draft presented, which incorporates the comments of the FinC and the PCGC, as well as the consequent revocation of DCA 010/2020. Reference: DDE 176/2021.
6. DONATION TO THE CIVIL POLICE OF THE STATE OF MINAS GERAIS - With the assent of the SC, the BD unanimously approved the (i) ratification of the donation of equipment, supplies and construction work to the Civil Police of the State of Minas Gerais, through the Technical Scientific Superintendence, the André Roquette Morgue, and the Criminalistics Institute, in the amount of up to R$41,930,468.64, in recognition of the efforts undertaken after the collapse of Dam I of the Córrego do Feijão Mine, in the City of Brumadinho, State of Minas Gerais, and as reparations for the damage caused and compensation; and (ii) performance of all connected, related and/or complementary acts; all under the terms of the submitted proposal. Reference: DDE 207/2021.
7. SALE OF SHARES HELD BY VALE AUSTRALIA IN RBR GROUP LTD AND TROY RESOURCES LTD. - With the assent of the FinC, the BD unanimously approved the (i) market sale of all the shares held by Vale Australia EA Pty Ltd. in RBR Group Ltd. and Troy Resources Ltd., entities listed on Australian Securities Exchange; and (ii) performance of all connected, related and/or complementary acts; all under the terms of the submitted proposal. Reference: DDE 214/2021.

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Minutes of the Ordinary Meeting of Vale's Board of Directors held on 11/25/2021, from 9:00 am to 6:00 pm (continued)

1. ACKNOWLEDGING THE RESIGNATION OF BOARD MEMBER AND EVALUATING THE ELECTION OF A SUBSTITUTE UNTIL THE NEXT SHAREHOLDERS' MEETING (NON-AGENDA) - The BD was informed of the resignation letter, sent on 11/22/2021, by Mr. José Maurício Pereira Coelho, resigning from the position of Board Member of Vale, and discussed the options for filling the vacant position, namely, to make use of the prerogative set forth in the By-Laws of appointing the substitute to serve until the first Shareholders' Meeting or to immediately call a Shareholders' Meeting to conduct an election of the entire Board of Directors, except for the board member elected in a separate vote by the group of Vale employees. The BD approved, by majority vote, with the dissenting vote of Board Member MRC, that the BD make use of the prerogative to appoint a substitute to occupy the vacant position. Board Member MRC's opined in favor of the legitimacy of the appointment by the shareholder Previ, but that precisely because this is the origin of the appointment, it should be addressed in an Extraordinary Shareholders' Meeting, and not an act of the Board. Immediately thereafter, the BD unanimously approved, recording the abstention of Board Member MRC for the same reasons, the appointment of Mr. DANIEL ANDRÉ STIELER, nationality: Brazilian, marital status: married, occupation: banker, I.D: SESPDS no. 2946719, Individual Taxpayer Number (Cadastro de Pessoas Físicas - CPF) 391.145.110-53, with business address at Praia de Botafogo 501, 4th floor, in the City and State of Rio de Janeiro, as a member of the Board of Directors. The aforementioned Board Member, who will fill the term of office until the next Shareholders' Meeting to be held, declared that he is fully unimpeded, under applicable law, from exercising his duties.
2. APPOINTMENT OF MEMBER AND COORDINATOR OF THE FINANCE COMMITTEE (NON-AGENDA) - The BD recorded the receipt of the resignation letter from the position of Coordinator of the Finance Committee sent by Mr. José Maurício Pereira Coelho, on 11/22/2021. Immediately thereafter, it unanimously approved the (i) appointment of MR. DANIEL ANDRÉ STIELER as a member of the Finance Committee; and (ii) appointment of MR. FERNANDO JORGE BUSO GOMES as Coordinator of the Finance Committee until the 2022 Annual Shareholders' Meeting.

6. ADJOURNMENT:

Once the day's agenda had been completed, and there was no further business to discuss, the CBD thanked everyone for participating and adjourned the meeting, drawing up these minutes. The documents and presentations that supported the matters discussed at this meeting were filed on the Governance Portal. It is recorded that the matters related to the Policy of Management of Companies and Entities of the Vale's Group and to Donation - PTVI were removed from the agenda.

________________________________	________________________________
José Luciano Duarte Penido	Fernando Jorge Buso Gomes
Chairman	Vice-Chairman
________________________________	________________________________
André Viana Madeira	Eduardo de Oliveira Rodrigues Filho
Board Member	Board Member

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