Vale S A : Management proposal - 2023 Annual and Extraordinary General Meetings

2023 Management Proposal

VALE S.A.

A publicly-held company

CNPJ (Corporate Taxpayer ID) 33.592.510/0001-54

Praia de Botafogo, no. 186

Rio de Janeiro, RJ - Postal Code: 22250-145

www.vale.com

Management's Proposal

Annual and Extraordinary Shareholders' Meetings of 04/28/2023

Dear Sirs/Madams,

The Management of Vale S.A. ("Vale" or "Company") hereby submits for the appreciation of its shareholders its proposal on the matters to be resolved at the Annual and Extraordinary Shareholders' Meetings ("Meetings" or "AEGM"), to be held cumulatively on April 28, 2023, at 10:00 a.m., exclusively digitally via Zoom, pursuant to the terms proposed below ("Proposal"):

Matters included on the agenda of the Annual Shareholders' Meeting

2

1.1. Evaluation of the management accounts, report and analysis, discussion and voting on the

financial statements for the fiscal year ended December 31, 2022

2

1.2. Proposal for the allocation of the result for fiscal year 2022 and the consequent approval of the

Capital Budget, for the purposes of Article 196 of the Corporation Law

2

1.3. Setting the number of seats on the Board of Directors at 13 full members and one (1) alternate

	member	2
1.4. Individual election of members of the Board of Directors	2
1.5.	Election of the Chairman of the Board of Directors;	4
1.6. Election of the Vice-Chairmanof the Board of Directors;	4
1.7.	Election of members of the Fiscal Council	4

1.8. Establishment of the overall annual compensation of the Company's directors and members of

the Fiscal Council for the year 2023	5
Matters included on the agenda of the Extraordinary Shareholders' Meeting	5
2.1. Amendment of the main section of Article 5 of Vale's Bylaws	5

To deliberate on this proposal, the following resources are available:

Exhibit I	Management's comments on Vale's financial position, according to item 2 of the Reference
	Form ("FRe"), pursuant to CVM Resolution 80/2022.
Exhibit II	Proposal for the Allocation of the Result for the Fiscal Year Ending December 31, 2022, in
	accordance with Annex A of CVM Resolution 81/2022, and a copy of the Capital Budget, for the
	purposes of Article 196 of Law 6,404/76.
Exhibit III	Information on the nominees for the Board of Directors and Fiscal Council, pursuant to CVM
	Resolution 81/2022.
Exhibit IV	Information on the annual global remuneration for members of the Board of Directors and
	Fiscal Council, pursuant to CVM Resolution 81/2022.
ExhibitV	Draft copy of the Corporate Bylaws with markup shown and table of proposed amendments.
Exhibit VI	Final Nomination Report for the 2023 Annual General Meeting.

The above documents are available to shareholders at the Company's headquarters, on its investors webpage (www.vale.com/investors) and on the websites of the Brazilian Securities and Exchange Commission ("CVM") (www.cvm.gov.br), of B3 S.A. (www.b3.com.br) and of the Securities and Exchange Commission (www.sec.gov). Information on the Agenda, the exercise of voting rights, and shareholder participation at the AEGM is given in the Proxy Statement, available at www.vale.com/investors.

Any doubts or clarifications on the matters included in the AEGM's Agenda may be resolved or obtained by contacting the Investor Relations Department, by email to [e-mail].

Rio de Janeiro, March 13, 2023.

The Management

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Matters included on the agenda of the Annual Shareholders' Meeting

According to Law n° 6,404/1976 ("Corporation Law"), once a year, within the four months following the end of the fiscal year, the Company must hold an Annual Shareholders' Meeting.

1.1. Evaluation of the management accounts, report and analysis, discussion and voting on the financial statements for the fiscal year ended December 31, 2022

On 02.16.2023, Vale's Board of Directors ("Board") approved Vale's Management Report and Financial Statements ("DFs"), together with the Independent Auditors' Report for the fiscal year ended 12.31.2022. To deliberate on this matter, the Shareholders are provided with the following documents:

1. Management Report and Financial Statements for the year ended December 31, 2022, together with the Independent Auditors' Report published in the newspapers on February 28, 2023;
2. Reports from the Fiscal Council ("FC"), the Audit and Risk Committee and the Board of 02.16.2023, already disclosed to the market;
3. 2022 DFP Form (Standardized Financial Statements); and
4. Management comments on Vale's financial position (Exhibit I).

Click here to access Vale's Complete Financial Statements.

1.2. Proposal for the allocation of the result for fiscal year 2022 and the consequent approval of the Capital Budget, for the purposes of Article 196 of the Corporation Law.

To rule on this item, the following are made available to Shareholders:

1. Proposal for the allocation of net income for the year ending December 31, 2022, pursuant to Annex A of CVM Resolution 81/22 ("Resolution 81") and the Capital Budget, for the purposes of Article 196 of the Brazilian Corporation Law (Exhibit II); and
2. The FC and Board Reports on the allocation of the result and the Capital Budget, dated February 16, 2023.

1.3. Setting the number of seats on the Board of Directors at 13 full members and one (1) alternate member

As provided in article 11, main section, of the Vale Bylaws, the shareholders must establish the number of seats on the Board of Directors. Accordingly, based on the recommendation of the Nomination and Governance Committee ("CIG"), we propose that the Board be composed of 13 sitting members and 1 alternate member for the 2023-2025 term of office, including one sitting member and one alternate member elected, in a separate ballot, by Vale's employees.

To rule on this item, the Final Nomination Report ("Final Report") (Exhibit VI), prepared by the CIG, is made available to Shareholders.

1.4. Individual election of members of the Board of Directors

The election of the members of the Board of Directors shall comply with the provisions of Article 11 of Vale's Bylaws and the applicable legislation. The following nominees for full members will be put to a vote individually, as recommended by the CIG and the Board12:

1. Pursuant to the decision made in the Extraordinary Shareholders' Meeting, held on March 12, 2021, the position of alternate member of the Board of Directors was excluded, except for the member elected by the employees.
2. As decided by majority at the Board of Directors meeting held on March 8, 2023.

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Daniel André Stieler

Douglas James Upton (independent)

Fernando Jorge Buso Gomes

João Luiz Fukunaga

José Luciano Duarte Penido (independent)

Luis Henrique Cals Beauclair Guimarães (independent)

Manuel Lino Silva de Sousa Oliveira (Ollie) (independent)

Marcelo Gasparino da Silva (independent)

Paulo Cesar Hartung Gomes (independent)

Rachel de Oliveira Maia (independent)

Shunji Komai

Vera Marie Inkster (independent)

Shareholders may include candidates for the Company's Board of Directors in the Remote Voting Ballot ("Ballot" or "BVD"), provided that the percentage of participation (equivalent to 0.5% of Vale's capital stock) and the other procedures provided for in Articles 37 and 38 of Resolution 81 are observed. To deliberate on this matter, the Shareholders are provided with the following documents:

1. the abstract from the minutes of the Board dated March 8, 2023, and the CIG's Final Report;
2. the information on each of the candidates nominated for election/re-election in Exhibit III, pursuant to items 7.3 to 7.6 of the Reference Form, as provided in Article 11 of Resolution 81 and in the Circular- Letter/CVM/SEP/Nº01/2023 ("Circular Letter").
3. Manual for participation with summary and profile of the nominees, available here.

1.4.1 Nominated by Vale's employees

As provided for in Paragraph 2 of Article 11 of the Company's Bylaws, one member and their alternate member of the Board will be elected and removed, in a separate vote, by Vale's employees. In this sense, as a result of the direct voting process by all Vale's employees, the election of Mr. André Viana Madeira and Mr. Wagner Vasconcelos Xavier, as effective and alternate members of the Board of Directors, respectively, will be confirmed at the AEGMs.

Scenarios that can take place in the process of election of Board members

In compliance with the Circular Letter issued by CVM, we highlight below some scenarios which, among others, may occur in the election process of members of the Board of Directors during the Meetings. The election of the members of the Company's Board of Directors may be run through 3 (three) voting systems, namely: (i) by individual voting process ("Individual Vote"); (ii) by cumulative voting process ("Cumulative Vote Process") or (iii) by separate voting process ("Separate Vote").

Cumulative vote

Pursuant to Article 141 of the Brazilian Corporation Law combined with CVM Resolution No. 70/2022, the minimum percentage stake in Vale's voting capital required for requesting cumulative voting for the election of Board members is 5% (five percent) of the voting capital. Any requests to adopt the cumulative voting procedure will only be considered valid if received by Vale up to 48 (forty-eight) hours before the Meetings.

Notwithstanding the deadline mentioned above, it is important that any requests for cumulative voting be made as early as possible to facilitate the company's processing of the request and the participation of the other shareholders.

In the cumulative voting process, each share has as many votes as there are positions to be filled, and the shareholder can concentrate all their votes on one candidate or distribute them among several candidates.

Furthermore, once the cumulative voting process is adopted for the election of Board of Directors members, the votes cast by shareholders who, via BVD, have opted to abstain on the matter of prior distribution of votes on the candidates informed on the Ballot, are considered as abstentions in the respective deliberation of the Meetings, meaning that the votes of such shareholders are not counted in the deliberation quorum and, therefore, these shareholders do not participate in the Board election.

If cumulative voting is adopted, the shareholders may concentrate their votes on one candidate or distribute them among several candidates, and the 12 candidates to receive the greatest number of votes from the shareholders present at the Meetings will be elected.

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If no request for cumulative voting is made and members are nominated by other shareholders holding at least 0.5% of the capital stock (Art. 37 and 38 of Resolution 81), the 12 candidates with the most votes from Shareholders present at the Meetings will be elected individually.

Separate vote

Vale does not have a controlling shareholder, so the provisions of Article 141, paragraph 4 of the Brazilian Corporation Law do not apply. However, the separate election of one effective member and their alternate by the employees is maintained, by force of Art. 11, §2 of the Bylaws.

1.5. Election of the Chairman of the Board of Directors

The Board of Directors proposes the election of the following candidate to occupy the position of Charmain of the Board: Daniel André Stieler. To deliberate on this item, the following are made available to Shareholders:

1. summarized Board meeting minutes dated 03.08.2023; and
2. details about the candidate as per items 7.3 to7.6 of the Reference Form and the Circular Letter (Exhibit III).

Shareholders may include candidates for Chairman of the Company's Board in the Remote Voting Ballot, provided that the percentage of participation (equivalent to 0.5% of Vale's capital stock) and the other procedures provided for in Articles 37 and 38 of Resolution 81 are observed.

1.6. Election of the Vice-Chairman of the Board of Directors

The Board of Directors proposes the election of the following candidate to occupy the position of Charmain of the Board: Marcelo Gasparino da Silva. To deliberate on this item, the following are made available to Shareholders:

1. summarized Board meeting minutes dated 03.08.2023; and
2. details about the candidate as per items 7.3 to 7.6 of the Reference Form and the Circular Letter (Exhibit III).

Shareholders may include candidates for Vice-Chairman of the Company's Board in the Remote Voting Ballot, provided that the percentage of participation (equivalent to 0.5% of Vale's capital stock) and the other procedures provided for in Articles 37 and 38 of Resolution 81 are observed.

1.7. Election of members of the Fiscal Council

Vale's FC is a permanent body, composed of 3 (three) to 5 (five) effective members and an equal number of alternates. The FC members will hold office until the Annual Shareholders' Meeting to be held in 2024.

At the time of release of this document, Vale had received from its shareholders 1 nomination for the FC, except for the nomination of the Federal Government, holder of a special class preferred shares. The number of vacancies will be determined, pursuant to the law, at the Meetings by the shareholders themselves, since this decision is not up to the management. The nomination received from shareholder was:

Full member	Alternate Member	Nominated by	Date of nomination
Marcio de Souza	Ana Maria Loureiro Recart	Previ*	03.02.2023

• Banco do Brasil Employees' Pension Fund - Previ

To deliberate on this matter, Exhibit III presents the candidates' information and documents provided by the shareholder who nominated them, pursuant to items 7.3 to 7.6 of the Reference Form, as provided in Articles 37 and 38 of Resolution 81 and in the Circular Letter.

Any nomination of candidates for the Fiscal Council by Shareholder(s) holding common shares must comply with the legal provisions, including those contained in the Brazilian Corporation Law, Resolution 81 and the Circular Letter. Shareholders may include candidates for the Company's Fiscal Council on the Ballot, provided that the percentage stake requirement (equivalent to 0.5% of Vale's capital stock) and the other procedures provided for in Articles 37 and 38 of Resolution 81 are observed.

In addition to the aforementioned nominations, on February 10, 2023, the Company received the nomination, by the sole holder of preferred shares issued by Vale, of Gabriel Muricca Galípolo and Adriano Pereira de Paula, for the positions of full and alternate members of the FC, respectively. We remind you that, according

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to the Vale Bylaws, the holder of the Golden Shares has the right to elect and dismiss one member of the FC and the respective alternate, in a separate voting process.

1.8. Establishment of the overall annual compensation of the Company's directors and members of the Fiscal Council for the year 2023

To deliberate on this matter, the Shareholders are provided with the following documents:

1. summarized minutes of the BD Meeting of 03.02.20233; and
2. the information provided in Article 13 of Resolution 81, and in pursuant to Item 8 of the FRe and the Circular Letter, in particular the proposal to be submitted to the shareholders in item 1.8 of Exhibit IV.

Matter on the agenda of the Extraordinary Shareholders' Meeting

2.1. Amendment of the main section of Article 5 of Vale's Bylaws

We propose to amend the main section of Article of Vale's Bylaws, due to the cancellation of 239,881,683 common shares issued by Vale, as approved by the Board of Directors on March 02, 2023. To deliberate on this matter, the Shareholders are provided with the following information in Exhibit V:

1. Table containing details of the amendment and respective justification, including any legal and economic effects, as well as the draft of the Vale Corporate Bylaws, with the proposed wording of the amended provision of the bylaws highlighted, pursuant to Article 12 of Resolution 81;
2. Summarized minutes of the Board meeting of March 02, 2023, which deliberated on the cancellation of shares, already disclosed to the market, available at this link; and
3. FC Report of 02.28.2023 already disclosed to the market and available at this link.

3 As decided by majority at the Board of Directors' meeting held on March 8, 2023.

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