Vale S A : Proxy Statement - 2024 Annual and Extraordinary General Meetings

Proxy

Statement

General Shareholders' Meetings

2024

www.vale.com

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Contents

03	A letter from
our Chairman
06	A message from
our CEO
09	About Vale
| Our purpose, values and
	strategic pillars
	| 2023 at a glance
	| Our key corporate
	governance practices
	| Our key compensation
	practices for the
	Executive Committee
	| Levers for unlocking
	value through 2026
	| Our engagement with
	shareholders
	| Our corporate
	governance
37	How to attend the
2024 Meetings

| Call to Meeting | Agenda

| Board of Directors' voting recomendation

| General guidelines

47	Annual General
Meeting's Agenda

| Assessment of the financial statements for the fiscal year ending December 31, 2023

| Profit allocation proposal | Fiscal Council election

| Establishment of the annual compensation of administrators and the Fiscal Council members

65 Extraordinary

General Meeting's

Agenda

| Merger and related matters

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A letter from our Chairman

Dear shareholders,

Vale continues to advance steadily on its journey to become a leader in sustainable mining for

a decarbonizing world. In 2023, we achieved solid results based on operational discipline and efficient management, while building the path towards a strong performance in 2024. We are also progressing on our growth strategy, with a solid pipeline of highly-accretive projects, both in the Iron Ore Solutions and Energy Transition Metals divisions We are turning Vale into the best-in- class, more reliable operator in our industry, while creating and sharing significant value with our shareholders and society.

Vale's Board of Directors, elected by our shareholders in April 2023, reflects the improvements we are spreading throughout the Company, with increased diversity of professional experiences and skills, culture, and gender, as well as a high level of independence in its decision-making process. All of that guided by Vale's cultural transformation journey.

The Board is unanimous in its commitment to building the Vale of the Future, a safer, efficient and nature-positive company, ready to thrive in a dynamic global market. We remain steadfast in our mission to improve lives and transform the future, contributing positively to economies and communities, prioritizing environmental stewardship, with the highest ethical standards.

Board of Directors' Performance

The Board of Directors' composition had a 46% renewal¹ in 2023, implying the execution of a robust onboarding and team-building program to provide internal knowledge and tools for sharp and efficient decision-making process and oversight, as well

as more dynamic discussions. Performing on its duties, the Board met 21 times, while its Advisory Committees held 63 meetings.

In addition, for the first time in Vale's history, the Company had the election of a Lead Independent Director, Mr. Ollie Oliveira, a seasoned executive with high-value contributions to the Board of Directors and to our shareholders.

The Board has sought to maximize its contribution to Vale's value creation through an ever-deepening understanding of its business and a clear alignment between the Executive Committee and the Board regarding the Company's main challenges, policies and strategic initiatives. To this end, the Board of Directors aims to get closer to the operations and the business, as well as to the stakeholders, through a more itinerant program called Board Members in Action Program.

1 Six new members elected by the 2023 Annual General Meetings of Shareholders. The employee's representative, although elected for the first time as an effective Board member, had previous tenure as alternate member.

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The Board members in Action Program aims to support Vale's leaders in key areas to their success, potentializing the Board's experiences and knowledge and the company's main value levers. It has the following focuses:

1. set up initiatives for integrated action between the Board and the executive management, acting as a sounding board, opening doors and defining action courses;
2. meetings and visits to operations, assets, communities and other stakeholders related to each of the matters prioritized by the Board and the Executive Committee;
3. report on field observations with guidelines and recommendations, through structured discussions between the Board and the Executive Committee.

The Board's more itinerant action resulted, in 2023, in meetings and operational visits held in Carajás (PA), Belém (PA) and Vitória (ES), including engagement with leaders and teams, in addition to participation in relevant events on the national and international scenario, in which the Board members had the opportunity to interact with the company's stakeholders, such as the Expo & Brazilian Mining Congress (Exposibram), International Conference on Amazonia and New Economies, Círio de Nazaré, Global Compact meeting, Sustainable Development Goals 2023 meeting, Conference of the United Nations on Climate Change, a non-deal roadshow by the Lead Independent Director with investors in New York, London and Brazil, Vale Day attendance, among others.

Board of Directors' oversight

Throughout 2023, the Board kept a vigilant oversight of crucial matters pertaining to Vale's short and long-term performance, including:

• Active contribution to the strategic planning towards the Vale of the Future, sustained by the pillars of Promoting Sustainable Mining, Fostering Low-Carbon Solutions and Staying Disciplined;
• Strategic actions to position our Iron Ore Solutions Business as a leader, supporting initiatives towards operational stability and building platforms to

grow our high-quality portfolio, exemplified by the start-up of the first of two-iron ore briquetting plants in Tubarão, Vitória (Espírito Santo State);

• Regular monitoring of Vale's Integrated Global Risk Map;
• Evolution of tailings and dams' management, including full conformance with the Global Industry Standard on Tailings Management (GISTM) standards and deadlines, managing structures in critical safety conditions, and Upstream Dam De- Characterization Program progress;
• Unlocking potential value from our Energy Transition Metals business, by successfully creating a holding entity to consolidate assets and management team, welcoming long-term partners with valuable credentials to jointly foster the Vale Base Metals' business growth;
• Strategy execution systematically monitored towards the Vale of the Future, setting priorities and ensuring the cascading of key indicators throughout the Company;
• The completion of Vale's Non-Core Assets Divestment Program, following the divestment of Companhia Siderúrgica do Pecém (CSP), and Mineração Rio do Norte (MRN);
• Effective reparation of Brumadinho, including the execution of the Full Reparation Settlement within agreed-upon conditions and timeframes;
• Effective reparation of Mariana, by overseeing and collaborating with Renova and its governing bodies, emphasizing the acceleration of housing rights restoration and individual compensation processes. The Board actively monitors and contributes to negotiations with authorities for an expedited and definitive reparation settlement.

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2024 General Shareholders' Meeting

Value creation and return

ESG Commitments

Vale's commitment to returning value to shareholders remains unwavering. In 2023, the Board approved dividends and interest on equity totaling R$ 6.99 per share, resulting in a noteworthy dividend yield of 7.9%. Furthermore, the Board approved the launching of the fourth share buyback program to repurchase up to 150 million shares over the next 18 months, underscoring our dedication to enhancing shareholder value. Since 2021, Vale has repurchased over 19% of its outstanding shares through four buyback programs, amounting to US$ 14.3 billion and 833.3 million shares.

Climate change

The Board will continue to support Vale's commitments to carbon emission reduction targets aligned with the Paris Agreement, aiming for carbon neutrality by 2050. In 2023, Vale entered into strategic partnerships to assess and develop low-carbon fuels and low-carbon products and solutions for the steelmaking industry.

Regional Social and Economic Development

Adjusting Vale's strategic roadmap, we acknowledge the relevance of improving transparency and reinforcing our actions towards regional social and economic development, as an essential factor to promote sustainable mining. In that sense, our partnerships with governments and civil society organizations have gained greater support from Vale's leadership as vehicles to foster citizenship and economic growth in locations where we operate. Through such partnerships, in Brazil, since Brumadinho and notably during the pandemic, Vale has directly invested in public infrastructure and community projects, benefiting society with healthcare, education and cultural legacy.

Pursuing ESG leadership, Vale dedicates efforts and attention to enhance its practices, ensure an ethical environment, deliver sustainable results and provide greater transparency on the way we operate. Adherent to that, Vale became an early adopter of the Taskforce on Nature- related Financial Disclosure (TNFD), promoting transparent communication with shareholders, communities, and society.

The year ahead

In 2024, given the expiration of the current's CEO mandate, the Board must decide whether eventual changes are required in Vale's executive leadership. That decision will be made within the appropriate timeframe and based on responsible discussions, prioritizing the skills and experiences needed to face Vale's challenges and opportunities in the next three years.

To ensure the strategy for the Vale of the future, the Board of Directors will continue to actively participate in the assessment of opportunities and risks arising from the plan execution, aiming to maximize value creation for all the Company's stakeholders.

The Board's focus is on ensuring that the necessary conditions are in place to build the Vale of the Future: a major company recognized by society for being a benchmark in safety, the best-in-class, reliable operator, a people-driven organization,

a leader in sustainable mining and a reference in creating and sharing value.

On behalf of Vale's Board of Directors, I express our gratitude for your support and ensure our dedication towards forging the best Vale, with the highest ethical and operating standards.

Daniel André Stieler

Chairman of the Board of Directors

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1. message from our CEO

Dear Vale Shareholders,

2023 was a remarkable year for Vale, when our results clearly transpired the evolution of our safety-driven culture transformation and our VPS management model towards operational excellence. In general, our 2023 production surpassed expectations, with sound progress compared to 2022 - in iron ore fines, we exceeded our guidance for the year, with the highest monthly output since 2018, while in copper we had a

29%-increase, supported by a successful ramp-up of Salobo III.

This is the result of profound changes in Vale's way of operating over the past four years, enabled by the guidance of our Board of Directors, by our employee's commitment to operational excellence and by the effective management of our Executive Committee. Our shareholders, suppliers, communities, and other stakeholders also played a relevant role in supporting the construction of

a safer and more sustainable Vale, the Vale of the Future.

Since 2019, we have thoroughly revised Vale's operations and processes, and we are now starting to reap the benefits of that work. Moving even further, we know Vale is uniquely positioned to seize once-in-a-lifetime opportunities, brought by a decarbonizing world, and we will capture them, creating and sharing value with all our stakeholders.

By fostering low-carbon solutions and staying capital disciplined, we will take Vale to a leading position in sustainable mining. We already have the levers to boost growth in this scenario.

Safety Journey

At Vale, life comes first. In 2023, we reached a total recordable injury frequency rate (TRIFR) of 1.06, the lowest level since we started tracking this metric in 2008.

In dam safety, we reached full conformance with the Global Industry Standard on Tailings Management (GISTM) for all our prioritized structures and within the deadlines set by the industry. We already delivered 43% of our Upstream Dam Decharacterization Program and we are on track to have no dams at emergency level 3 by

2025. As evidence of our performance, the B3/B4 dam, which was at emergency level 3 in 2019, had over 90% of its tailings removed, being reclassified to a level 1 protocol, and having its elimination anticipated from 2027 to 2024.

Iron Ore Operational Stability

We are securing our 310-320 Mtpy production baseline, with actions aiming on asset reliability and on a dedicated approach to operating licenses. In 2023, for instance, our mean time between failure indicator1, a key maintenance metric, improved considerably, almost doubling the performance in the case of the S11D truckless system, a critical asset.

1 The average time between two failures for a given asset.

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In addition, we started operations at the Torto Dam, a key milestone to ensure higher pellet feed availability to our Brucutu site. Improved asset reliability and a clearer process to support licensing should continue to lead to greater production predictability and higher adherence to the mining plan. We are working to increase the current ~90%-adherence to 95% until 2026.

Iron Ore Growth and Quality

Vale's major competitive advantage relies on its potential to grow a high-quality solutions portfolio, expected to reach 340-360 Mt production by 2026, including 50-55 Mt of agglomerated products (100 Mt in 2030+) with low capital intensity. Therefore, we are targeting (i) the development of three

key projects to leverage production and (ii) the development of Mega Hubs, concentration facilities and briquetting plants.

Our three key projects are ongoing: the Vargem Grande Complex expansion, which will add 15 Mt of production capacity with startup by 4Q24; the Capanema project, adding 15 Mt by 2H25; and the S11D expansion, adding 20 Mt by 2H26.

We are maturing our agreements with authorities in the United Arab Emirates, Saudi Arabia, and Oman and a partner in Brazil for joint assessments on the construction of Mega Hubs, with works for a first facility starting in 2027. We are jointly assessing the feasibility of developing green industrial hubs in Brazil and North America with H2 Green Steel, a Swedish partner.

We are also ramping-up the 1st briquette plant in our Tubarão Complex, with the 2nd plant expected to ramp-up in 1H24. Finally, our partnership with Anglo American in a world-class operation will bring synergies and make available high-quality feed for agglomerated products.

With growing volumes and a Cost Efficiency Program in place, our C1 cash cost is expected to offset inflationary effects in 2024 and remain at a competitive level and as one of the lowest in the industry.

Vale's major competitive advantage relies on its potential to grow a high- quality solutions portfolio, expected to reach 340-360 Mt production by 2026, including 50-55 Mt of agglomerated products (100 Mt in 2030+) with low capital intensity.

Energy Transition Metals Transformation

In 2023, we successfully established Vale Base Metals (VBM), a new company with separate governance overseeing Vale's Energy Transition Metals business. Delivering on our commitments, we signed individual binding agreements with Manara Minerals and Engine No.1 to invest in VBM, through the acquisition of a 13%-stake in the business for US$ 3.4 billion, with an implied US$ 26 billion Enterprise Value. This strategic partnership will accelerate VBM's growth while ensuring greater operational efficiency in the short- term, starting with an asset review program to assess improvement opportunities.

ESG leadership

Leading in sustainable mining requires delivering on our reparation processes. In Brumadinho, 68% of the Full Reparation Settlement have already been fulfilled, as per the agreed conditions. In 2023, that meant a cash outflow of R$ 6.6 billion. In fact, we expect to end 2026 with over 90% of obligations completed.

Regarding the Mariana reparation, the Renova Foundation compensated over 460,000 people and delivered over 85% of the expected housing solutions, with a total disbursement of R$ 34.8 billion since

2015. We continue to negotiate a definitive reparation settlement with Brazilian authorities.

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We are striving to be a nature-positive company, uniquely positioned to leverage decarbonization efforts and foster resilient communities.

Our advancements in ESG have resulted in consistent upgrades from prominent ESG rating providers. For instance, our Sustainalytics rating improved to 34.0 in 2024 from 54.5 in 2019.

Staying disciplined

Maintaining our discipline in capital allocation, we completed our Non-Core Asset Divestment Program, selling over 10 businesses in different countries since 2019. In 2023, we completed the sale of our 50%-stake of Companhia Siderúrgica do Pecém (CSP) and our 40%-stake in Mineração Rio do Norte S.A. (MRN).

Consistent with our commitment to return value to our shareholders, US$ 5.5 billion in dividends and interest on capital were paid in 2023 fiscal year while US$ 14.3 billion were allocated to share buyback programs since 2019.

Vale stands today as a significantly safer company with two distinct and irreplicable businesses - Iron Ore Solutions and Energy Transition Metals. As we conclude 2023, I reinforce our commitment to turn Vale into a reference in creating and sharing value with all our stakeholders.

Eduardo Bartolomeo

CEO

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About Vale

Our journey began in 1942 in Brazil. In the past eight decades, we have expanded our business globally to become one of the world's leading iron ore, copper and nickel producers. We also produce iron ore pellets, platinum group metals (PGMs), gold, silver and cobalt. We are engaged in greenfield mineral exploration in six countries.

Our operations are integrated with complete logistics systems including railways, maritime terminals and ports integrated with our mining operations. We have distribution centers to deliver iron ore worldwide. We also have investments

in energy, either directly or through affiliated companies and joint ventures.

Geographies¹

We have been a publicly traded corporation since 1970 and are currently listed in the Novo Mercado segment of the São Paulo (B3) - ticker: VALE3 - and Madrid (Latibex) - ticker: XVALO - stock exchanges. Bradesco serves as bookkeeping agent for our common shares.

Our common American Depositary Shares (ADSs), each representing one common share, are traded on the New York Stock Exchange - NYSE (ticker:

VALE, ADS Level 2). Citibank N.A. serves as the depositary for the common ADSs.

As of January 31, 2024, there were 4,539,007,568 shares in our total share capital, of which 1,174,135,492 ADSs were outstanding, representing 25.87% of our total share capital.

Exploration

Joint Venture

Offices

Headquarters

Operation

Port

Railway

Underground mine

Netherlands

United States

UK
Switzerland
6 underground	UAE
mines
Canada
	Oman

China

India

Japan

Peru

Chile

Brazil

Argentina

Brazil

Indonesia

Malaysia

Singapore

Australia

North

Corridor

Madeira Port

Carajás

Southeast

Quadrilátero Corridor

Ferrífero

Tubarão Port

Ports of Itaguaí

and Guaíba

¹ Includes the assets of Vale Base Metals.	South
Corridor

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Vale of the future: delivering on our strategy

Promote sustainable	Foster low-carbon	Stay
mining	solutions	disciplined
Benchmark in dam	Iron Ore	Reliable operations and
safety and management	Solutions	consistent delivery
Regional social and	Energy Transition Metals	Attractive cash returns to
economic development	Customer-centric	investors
Shared value and trust	Technology innovation	Strong balance sheet
People-driven	Circular mining	Cost, CAPEX and
	capital allocation efficiency
Nature-positive