Vale S A : Management's Proposal - EGM

VALE S.A.

Publicly held company

CNPJ (Corporate Taxpayer ID) 33.592.510/0001-54

Praia de Botafogo, no. 186

Rio de Janeiro, RJ - Postal Code: 22250-145www.vale.com

MANAGEMENT'S PROPOSAL

ANNUAL AND SPECIAL SHAREHOLDERS' MEETING TO BE HELD ON 04/30/2021

Dear Sirs/Madams,

The Management of Vale S.A. ("Vale" or "Company") submits a proposal to its shareholders for consideration on the matters that will be resolved at the Annual and Special Shareholders' Meetings, to be held, cumulatively, on April 30, 2021, at 10 am, only digitally via Zoom platform, pursuant to the terms proposed below ("Proposal").

Matters included on the agenda of the Annual Shareholders' MeetingErro! Indicador não definido.

1.1. Evaluation of the management accounts, report and analysis, discussion and voting on the financial statements for the fiscal year ended December 31, 2020 .....................................................................................................................................

Erro! Indicador não definido.

1.2. Proposed allocation of the income from the fiscal year 2020Erro! Indicador não definido.

1.3. Setting the number of seats on the Board of Directors Erro! definido.

Indicador não

1.4. Individual election of members of the Board of DirectorsErro! definido.

Indicador não

• 1.5. Election of the Chairman of the Board of Directors .... Erro! Indicador não definido.

1.6.

Election of the Vice-Chairman of the Board of DirectorsErro!

Indicadornãodefinido.

• 1.7. Election of members of the Fiscal Council ................. Erro! Indicador não definido.

• 1.8. Establishment of the overall annual compensation of the Company's directors and members of the Fiscal Council for the year 2021 .................Erro! Indicador não definido.

Matters included on the agenda of the Extraordinary Shareholders' Meeting ........... Erro! Indicador não definido.

2.1. Approve Vale's Stock-Based Compensation Plan ..... Erro! Indicador não definido.

2.2. Pursuant to articles 224 and 225 of Law No. 6,404/76, approve the Protocols and

Justifications for the Merger of Companhia Paulista de Ferroligas ("CPFL") and Valesul

Alumínio S.A. ("Valesul") into Vale ....................................... Erro! Indicador não definido.

2.3. Ratify the appointment of Macso Legate Auditores Independentes ("Macso"), a specialized company hired to carry out the appraisal of CPFL and ValesulErro! Indicador não definido.

• 2.4. Approve the Appraisal Reports, prepared by Macso.. Erro! Indicador não definido.

• 2.5. Approve the mergers, without capital increase and without the issuance of new shares, of CPFL and Valesul into Vale ................................ Erro! Indicador não definido.

2.6. Pursuant to articles 224 and 225 of Law No. 6,404/76, approve the Protocol and Justification of Partial Spin-Off of Minerações Brasileiras Reunidas S.A. - MBR, followed by the merger of the spun-off portion into Vale ......................... Erro! Indicador não definido.

2.7. Ratify the appointment of Macso, a specialized company hired to carry out the appraisal of the net assets to be spun off, formed by certain assets and liabilities of MBR ("MBR's Spun-off Assets") for merger into Vale ................... Erro! Indicador não definido.

• 2.8. Approve the Appraisal Report, prepared by Macso ... Erro! Indicador não definido.

• 2.9. Approve the merger, without capital increase and without the issuance of new shares, of MBR's Spun-off Assets into Vale ..................................... Erro! Indicador não definido.

All information and documents related to the Agenda of Vale's Shareholders' Meetings are available to its shareholders at the Company's headquarters, on its investors page(www.vale.com/investidores)and on the websites of the Brazilian Securities and Exchange

Commission ("CVM")(www.cvm.gov.br), of B3 S.A. - Brasil, Bolsa, Balcão ("B3")(www.b3.com.br)and of the Securities and Exchange Commission ("SEC")(www.sec.gov), as well as included in the Annexes to this Proposal, in compliance with CVM Instruction No. 481, dated December 17, 2009 ("ICVM 481/2009").

In addition to the documents mentioned in this Proposal, we strongly recommend reading the Proxy Statement together, which can be found atwww.vale.com/investidores.

Any doubts or clarifications on the matters included in the Agenda of Shareholders' Meetings may be resolved or obtained, as the case may be, by contacting the Investor Relations Department, including by email [e-mail].

Rio de Janeiro, March 15, 2021

The Management

Matters included on the agenda of the Annual Shareholders' Meeting

Pursuant to Law No. 6,404/1976 ("the Business Corporation Act"), once a year, within the first four months following the end of the fiscal year, the Company shall promote the holding of 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, 2020

In a meeting held on 02.25.2021, Vale's Board of Directors approved the Management Report and the Financial Statements of the Company, together with the Opinion of the Independent Auditors, regarding the fiscal year ended December 31, 2020.

To rule on this item, the Company makes the following documents available to shareholders:

(i) The Management Report and the Financial Statements for the fiscal year ended December 31, 2020, followed by the Opinion of the Independent Auditors published in the newspapers on March 05, 2021, as required by the legislation in force;

(ii) Opinions of the Fiscal Council, the Audit Committee and the Board of Directors, dated February 25, 2021;

• (iii) Standardized Financial Statements Form (DFP) of 2020; and,

• (iv) Directors' comments on the Company's financial situation required by item 10 of the Reference Form, as provided for in CVM Instruction No. 480/2009, which are also set out in Annex I to this Proposal.

Click here to access Vale's Complete Financial Statements.

1.2.

Proposed allocation of the income from the fiscal year 2020

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

(i) the Executive Board's Proposal for the allocation of the income for the year ended on 12.31.2020;

• (ii) Annex II to the proposal pursuant to ICVM 481/2009 (Annex 9-1-II);

• (iii) the Opinions of the Fiscal Council and the Board of Directors on the allocation of income, both dated Februarys 25, 2021.

1.3.

Setting the number of seats on the Board of Directors.

As provided for in article 11, head provision, of Vale's Articles of Incorporation, shareholders shall establish the number of seats on the Board of Directors. In this regard, the proposal is that the Board of Directors has 12 seats for the term of office related to 2021-2023, in addition to the full and alternate member to be elected in a separate voting by the set of Vale employees, totaling up 13 seats and 1 alternate member.

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

(i)the abstract from the minutes of the Board of Directors dated March 15, 2021, and as the respective annex the report of the Nominating Committee, dated March 08, 2021.

Pursuant to the Business Corporation Act, the election of members of the Board of Directors can be run by individual vote, multiple vote process or separate vote. As the various voting procedures may have an impact on setting the number of members of the Board, in order to better understand the dynamics of election of the members of the Board of Directors, the various voting processes are detailed below.

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 Articles of Incorporation and the applicable legislation.

The following candidates for full members1 will be put to a vote individually, as recommended by the Nominating Committee and Board of Directors:

• 1- José Luciano Duarte Penido (independent)

• 2- Fernando Jorge Buso Gomes

• 3- José Maurício Pereira Coelho

• 4- Eduardo de Oliveira Rodrigues Filho

• 5- Murilo Cesar Lemos dos Santos Passos (independent)

• 6- Roger Allan Downey (independent)

• 7- Sandra Maria Guerra de Azevedo (independent)

• 8- Ken Yasuhara

• 9- Manoel Lino Silva de Sousa Oliveira (Ollie Oliveira) (independent)2

• 10- Maria Fernanda dos Santos Teixeira (independent)

• 11- Elaine Dorward-King (independent)

• 12- Clinton James Dines (independent)3

In addition to the candidates proposed above, the Company received from shareholders (a) Geração Futuro L. Par. Fundo de Investimento em Ações, represented by its manager Plural Investimentos Gestão de Recursos Ltda .; (b) Victor Adler, (c) Vic DTVM SA, (d) Tempo Capital Principal Fundo de Investimento em Ações represented by its manager Tempo Capital Gestão de Recursos Ltda., (e) Argucia Income Fundo de Investimento em Ações, Sparta Fundo de Investimento em Ações - BDR Level I, Argucia Endowment Multimarket Investment Fund and

1 According to the decision at the Special Shareholders' Meeting, held on March 12, 2021, the position of alternate member of the Board of Directors was excluded, except for the director elected by the employees.

2 Mr. Ollie Oliveira holds the position of independent director at the company Antofagasta plc., where he will make a transition over the next few months, and he will also end his term as director of the Blackrock World Mining Trust plc, in order to resolve potential conflict of interest , and for this reason he will only take office at Vale on 08/01/2021. 3 Regarding the appointment of Mr. Clinton James Dines, they highlighted the nominee's remarkable knowledge of China and the mining business, two extremely critical topics for Vale's business strategy, and which, in line with the recommendation of the Compliance of the Company, his appointment as Director will take place on 08/01/2021, when he will no longer occupy the position of Director of Administration at Zanaga Iron Ore Company - an association of a competitor of Vale for a project in the design phase.