Vale S A : Proxy Statement - 2023 Annual and Extraordinary General Meetings

Proxy Statement

General

Meetings of

Shareholders

2023

www.vale.com

2023 General Meetings of Shareholders

2

Table of contents

Click on the items to navigate

A. Introduction to the Proxy Statement

• Call notice of the 2023 Annual and Extraordinary General Meetings
• Items for resolution
• Voting recommendation by the Board of Directors

1. Performance of the Board of Directors
2. • Oversight of the Board of Directors
   • Advisory Committees for the Board of Directors
   • Board Assessment Process
   • Fiscal Council's Performance

1. Executive Summary

• Election of the Board of Directors
• Key Practices in Corporate Governance
• Key Compensation Practices for the Executive Committee

G. Item I - Appreciation of the Financial Statements for the Fiscal Year ended December 31, 2022

1. Our Strategy
2. • Letter from the Chairman of the Board of Directors
   • A Message from Vale's CEO
   • Our Purpose
   • Our Strategic Pillars
3. Building a Better Vale
4. • Business Performance
   • Safety and Risk Management
   • Evolution in ESG practices
   • Cultural transformation
   • Diversity, Equity and Inclusion
   • Reparation
5. Corporate Governance
6. • Vale's governance structure
   • Shareholding structure
   • Investor engagement

H. Item II - Proposal for Allocation of Net Income and Capital Budget

1. Item III - Fixing the Number of Seats on the Board of Directors
2. Item IV - Election of the Members of the Board of Directors
3. • Comments on the election of the Board of Directors
   • Board of Directors' critical competencies matrix and Board Member assessment
   • Board nominees' profiles
4. Items V and VI - Election of the President and Vice President of the Board of Directors
5. Item VII - Election of the Members of the Fiscal Council

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...

M. Item VIII - Establishment of the Global Annual Compensation of Administrators and the Fiscal Council Members for 2023 Fiscal Year

• Comments by the Board of Directors on the Proposal
• Compensation elements for the Board of Directors, Committees and Fiscal Council
• Compensation elements for Executive Committee Members
• Evolutions in executive compensation
• Compensation analysis
• Compensation history 2020-2023P for the Board of Directors, Advisory Committees and Fiscal Council
• 2020-2023PCompensation History for the Executive Committee
• 2022 Goal Panel
• 2023 Goal Panel

N. Item I of the Extraordinary Shareholders' Meeting

1. • Amendment of the Articles of Incorporation
2. General provisions on Meetings
3. • Installation quorum
   • Voting right
   • Required documents
   • Shareholder participation means
   • Meeting materials

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A

Introduction to the Proxy Statement

• Call notice of the 2023 Annual and Extraordinary General Meetings
• Items for Resolution
• Voting Recommendation by the Board of Directors

2023 General Meetings of Shareholders

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Introduction to

the Proxy Statement

This Proxy Statement summarizes the main information on the proposed agenda and the shareholder's participation in Vale's Annual and Extraordinary General Meetings of Shareholders ("Meetings" or "A/EGM").

Call notice of the 2023 Annual and Extraordinary General Meetings

When	Where
Friday, April 28, 2023, at 10:00	The Meetings will be
am (GMT-3)	held virtually via the
	Zoom platform.
Language	Questions
Portuguese	Please contact us by
	e-mail assembleias@
	vale.com

Meeting materials

For further information on each topic, please read Vale's 2022 Management Report, the Financial Statements for the 2022 fiscal year and the Management Proposal, prepared according to CVM rules and available at www. vale.com/investors.

Shareholder attendance

It can be made directly or through a duly appointed proxy (i) at the time of the Meetings, via the Zoom platform, or (ii) by submitting a remote voting ballot.

"We invite the shareholders to take part in the construction of Vale of the Future, a leader in sustainable mining and a reference in creating and sharing value."

José Luciano Duarte Penido,

Chairman of the Board of Directors