Vale S A : Management Proposal - 2024 Annual and Extraordinary General Meetings

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 04/26/2024

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 26, 2024, at 10:00 a.m., exclusively digitally via Zoom platform, pursuant to the terms proposed below ("Proposal"):

1. Annual Shareholders' Meeting

1. Evaluation of the management accounts, report and analysis, discussion and voting on the financial statements for the fiscal year ended December 31, 2023,
2. Proposal for the allocation of the result for fiscal year 2023,
3. Election of members of the Fiscal Council; and,
4. Establishment of the overall annual compensation of the Company's directors and members of the Fiscal Council for the year 2024.

2. Extraordinary Shareholders' Meeting

1. Pursuant to articles 224 and 225 of Law No. 6,404/76, approve the Filing and Justification for Florestas Rio Doce S.A. ("FRD") incorporation, a Vale wholly owned subsidiary,
2. Ratify the appointment of Macso Legate Auditores Independentes ("Macso"), a specialized company hired to conduct the FRD valuation,
3. Approve the valuation report prepared by Macso, and
4. Approve the FRD merger into Vale, without a capital increase or a new share issuance.

To resolve on this proposal, the following items are available:

Item	Contents	Page
Exhibit I	Directors' comments on Vale's financial situation, in line with item 2 of Vale's	4
	Reference Form ("FRe"), pursuant to CVM Resolution No. 80/2022.
Exhibit II	Proposal for the allocation of results for the fiscal year ended on December 31, 2023,	31
	pursuant to CVM Resolution No. 81/2022 ("Resolution 81"), Annex A.
Exhibit III	Information on the Fiscal Council's nominees, in compliance with Resolution 81.	35
Exhibit IV	Information on the overall annual compensation of the Company's directors and	40
	members of the Fiscal Council, pursuant to Resolution 81.
Exhibit V	Filing and Justification for FRD merger into Vale; Technical Proposal by Macso Legate	71
	Auditores Independentes for the FRD Valuation Report; Appraisal Report on the
	Accounting Shareholders' Equity of FRD; Information on the merger, pursuant to
	Resolution 81, Annex I; Information on the appraisers, pursuant to Resolution 81, Annex L.

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

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

Rio de Janeiro, March 8, 2024.

The Management

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Management's Proposal

Annual and Extraordinary Shareholders' Meetings, April 26, 2024

1. 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, 2023.

On 02.22.2024, 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 12.31.2023. 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, 2023, together with the Independent Auditors' Report published in the newspapers on March 01, 2024;
2. Reports from the Fiscal Council("FC"), the Audit and Risk Committee and the Board, dated of 02.22.2024, 02.21.2024 and 02.22.2024, respectively, already disclosed to the market;
3. 2023 DFP Form (Standardized Financial Statements); and
4. Management comments on Vale's financial position (Exhibit I).

1. Proposal for the allocation of the result for fiscal year 2023. To rule on this item, the following are made available to Shareholders:
2. 1. Proposal for the allocation of net income for the year ending December 31, 2023, pursuant to
      Annex A of CVM Resolution 81/22 ("Resolution 81") (Exhibit II); and,
   1. TheFC and Board Reports on the allocation of the result and the Capital Budget, dated February 22, 2024.
3. Election of members of the Fiscal Council

Vale's Fiscal Council 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 2025.

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

Effective member	Alternate member	Nominated by	Nomination Date
Paulo Clovis Ayres Filho	Guilherme José de Vasconcelos Cerqueira	Cosan Oito S.A.	02.21.2024
Marcio de Souza	Ana Maria Loureiro Recart	Previ*	02.28.2024

*Caixa de Previdência dos Funcionários do Banco do Brasil.

To deliberate on this matter, Exhibit III presents the letters of appointment, and the candidates' information and documents provided by the shareholders 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 Annual Circular Letter CVM/SEP ("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, the Company received, on 03/07/2024, the nomination by the sole holder of preferred shares issued by Vale, Mr. Dario Carnevalli Durigan, to the position of effective member of the CF. We remind you that, under the terms of Vale's Bylaws, the holder of golden shares has the right to elect and dismiss a member of the CF and the respective alternate, in a separate voting process.

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Management's Proposal

Annual and Extraordinary Shareholders' Meetings, April 26, 2024

1.4. Establishment of the overall annual compensation of the Company's directors and members of the Fiscal Council for the year 2024

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

1. summarized minutes of the BD Meeting of 03.08.2024 ; 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 (Exhibit IV).

2. Matters on the agenda of the Extraordinary Shareholders' Meeting

Pursuant to articles 224 and 225 of Law No. 6,404/76, approve the Filing and Justification for the incorporation of Florestas Rio Doce S.A. ("FRD"), a Vale wholly-owned subsidiary.

1. Ratify the appointment of Macso Legate Auditores Independentes ("Macso"), a specialized company hired to conduct the FRD valuation.
2. Approve the valuation report prepared by Macso.
3. Approve the FRD merger into Vale, without a capital increase or new share issuance.

To resolve on this matter, the following documents are provided to Shareholders:

1. Filing and Justification of FRD merger into Vale; Technical Proposal by Macso Legate Auditores Independentes for the Appraisal Report on FRD; Appraisal Report on the FRD Accounting Shareholders' Equity; Information on the merger, pursuant to Annex I of CVM Resolution No 81; Information on the appraiser, pursuant to Annex L of CVM Resolution No 81 (Exhibit V);
2. Extract from the minutes of the Board meeting dated 02.22.2024; and
3. Fiscal Council's opinion dated 02.22.2024.

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Management's Proposal

Annual and Extraordinary Shareholders' Meetings, April 26, 2024

EXHIBIT I - Directors comments on Vale's financial situation

2. Directors comments

2.1. Financial and equity conditions and results of operations

Financial information included in this section 2, except when mentioned otherwise, refer to the consolidated financial statements of Vale S.A. ("Vale" or "Company"), prepared and presented in accordance with International Financial Reporting Standards ("IFRS") as issued by International Accounting Standards Board ("IASB") (currently referred to by the IFRS Foundation as "IFRS Accounting Standards"), including Interpretations developed by the IFRS Interpretations Committee (IFRIC® Interpretations) or its predecessor body, the Standing Interpretations Committee (SIC® Interpretations) and implemented in Brazil by the Brazilian Accountant Pronouncements Committee ("CPC"), approved by Comissão de Valores Mobiliários ("CVM"), for the year ended December 31, 2023.

The information contained in this section 2 must be read and analyzed with Vale's consolidated financial statements, available on the Company's website (www.vale.com/announcements-results-presentations-and-reports) and on the CVM's website (www.gov.br/cvm).

a. general financial position conditions

Net operating revenue totaled R$208,066 million in 2023, a decrease of R$18,442 million, compared to 2022. This reduction is mainly due to: (i) foreign exchange rate; (ii) lower average realized prices and volumes sold for nickel; (iii) lower volume sold for iron ore fines; and (iv) lower average realized prices for iron ore pellets. Cost of goods sold and services rendered totaled R$120,016 million in 2023, a decrease of R$4,179 million compared to 2022, mainly due to lower sale volume.

Adjusted EBITDA from continuing operations totaled R$89,406 million in 2023, representing a decrease of R$12,651 million, compared to R$102,057 million in 2022, mainly due to the Iron Ore Solutions segment adjusted EBITDA, that decreased in R$10,326 million, in accordance with the 1.5% decrease of volume of sales for iron ore fines. The adjusted EBITDA was reconciled with the Company's net income in item 2.5 of this Reference Form.

The Company ended the year 2023 with R$17,724 million in cash and cash equivalents and short-term investments, and R$60,375 million of gross debt, therefore, a net debt of R$46,279 million in 2023.

The expanded net debt was R$78,249 million, an increase of R$5,808 million compared to 2022. The reconciliations of net debt and expanded net debt are presented in item 2.5 of this Reference Form.

b. capital structure

The table below presents the Company's structure for financing activities, considering its own and third-party capital:

			On December 31, 2023
			In millions of R$			% of the total
Third party capital (current and non-current liability)	257,659	56.5
Own capital (equity)	198,325	43.5
Total capital (third party + own)			455,984			100.0

The Company's capital structure presents a balanced ratio between its own and third-party capital, considering operational cash performance, financial indicators and Company's equity.

c. payment capacity compared to acquired financial commitments.

In the normal course of business, the Company's main financial resource requirements are for investments on property, plant and equipment, and liabilities' payments for Brumadinho's event, Samarco and Fundação Renova, in addition to debt service. The Company expects to meet these requirements mainly by using cash generated from operating activities.

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Management's Proposal

Annual and Extraordinary Shareholders' Meetings, April 26, 2024

The Company constantly evaluates opportunities for additional cash generation and is committed to continue the reduction of costs and expenses, maintain the debt leverage and discipline in capital allocation.

The Company has adopted the concept of expanded net debt for managing its liquidity and cash flow, which considers, in addition to liabilities assumed with financial institutions, disbursement cash obligation to third parties out of its regular operating process, more specifically the liabilities related to the events of Brumadinho, Samarco and Fundação Renova.

The table below presents information about the Company's indebtedness:

		On December 31, 2023
		In millions of R$
Gross debt	60,375
Net debt	46,279
Expanded net debt	78,249
Adjusted EBITDA of continued operations	89,406
Ratio between expanded net debt / EBITDA from continued operations	0.88

On December 31, 2023, the Company's gross debt1 totaled R$60,375 million (R$58,341 million as of December 31, 2022), representing an increase of 3.5%, mainly due to bonds issued in June 2023.

Regarding the components of the expanded net debt, there was a reduction of R$7,237 million in cash and cash equivalents, mainly due to an increase in the Company continuing operation investments activities that totaled R$31,425 million in 2023, an increase of R$7,783 million when compared to the same period of 2022. Additionally, there was an addition to the provision related to the Samarco dam failure in the amount of R$5,841 million, resulting from the review of the estimates of outflows to resolve all aspects of the reparation and compensation of the Samarco dam failure.

The Company understands that based on its current financial position and cash flow projections, that it has plenty of conditions to honor its short- and long-term financial obligations.

The table below presents the Company's equity position:
	On December31, 2023
	In millions of R$
Current assets	71,488
Current liabilities	68,234
Equity attributable to Vale's shareholders	190,965

Current liquidity ratio (1)	1.05
Total assets	455,984
Total liabilities	257,659
Total liquidity ratio (2)	1.77

1. The current liquidity ratio is calculated by dividing current assets by current liabilities.
2. The general liquidity ratio is calculated by dividing total assets by total liabilities.

From the point of view of the liquidity ratios, there was a reduction compared to the previous year. On December 31, 2023, the Company's current liquidity ratio was of 1.05, compared with 1.12 on December 31, 2022. The reduction of the liquidity ratio was mainly due to a reduction of cash and cash equivalents in 2023. However, there was an increase in the total liquidity ratio from 1.75 on December 31, 2022, compared to 1.77 on December 31, 2023, that shows that the Company presents a healthy financial and equity position to implement its business plan and fulfill its short and long-term obligations.

d. funding sources used for working capital and for non-current assets investments

The main cash sources used by the Company to finance its working capital and non-current assets investments are its own generation of operating cash, fundings and loans. The value of operating cash flow is strongly affected by the global prices of the products marketed by the Company. In 2023, the net

1 The gross debt consists of the balance of loan and financing liabilities.

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Management's Proposal

Annual and Extraordinary Shareholders' Meetings, April 26, 2024

cash generated from continuing operations activities totaled R$65,905 million. The balance of cash and cash equivalents totaled R$17,474 million at the year end.

e. funding sources used for working capital and for investments on non-current assets intended to be used to compensate for liquidity deficiencies

The Company main source of funding its working capital and investment on non-current assets is its own generation of operating cash. Additionally, to minimize the risk of liquidity, the Company has two revolving credit facilities - RCF, in the amount of R$27,903 million (US$5,000 million), of which R$16,742 million (US$3,000 million) are due in December 2024 and R$11,161 million (US$2,000 million) in 2026.

f. indebtedness levels and characteristics
			On December 31,
		2023	2022
Debt composition			In millions of R$
Debt contracts	60,375	58,341
Average of the remaining term (in	7.9
years)		8.7
Average cost (in % per year)	5.6	5.5

The average debt term of 7.9 year as of December 31, 2023, decreased by 9.2% compared to 8.7 years calculated on December 31, 2022, in accordance with the Company's liability management plan, with debt repayments and new borrowings during this period, which impacted the average debt term. The average cost of debt, after currency and interest rate swaps, increased by 0.1 p.p. compared to the previous year, going from 5.5% on December 31, 2022, to 5.6% on December 31, 2023, primarily due to higher interest rates prevailing in both local and international markets.

1. relevant loan and financing contracts

The position of the Company's loans and financing on the year end of 2023 is presented below:

Year ended December 31,

2023 2022

Averageinterest rate

		In million of R$		Variation in
			%

Quoted in the secondary
market:
US$ Bonds	6.02%	34,649	32,215	7.9
R$, Debentures	10.17%	1,036	1,217	(14.9)
Debt contract in Brazil in:
R$, indexed to TJLP, TR,	10.12%	1,207	1,445	(16.5)
IPCA, IGP-M e CDI
R$, with fixed interest		-	8	(100.0)
Basket of currencies and
bonds in US$ indexed to	6.80%	726	-	100.0
SOFR
Debt contracts in the
international market in:
US$, with variable and	5.59%	21,520	22,260	(3.3)
fixed interest
Other currencies, with	4.12%	44	49	(10.2)
variable interest
Other currencies, with	3.87%	384	466	(17.6)
fixed interest
		59,566	57,570	3.5

The most relevant categories of the Company's total debt, excluding incurred charges, are presented below:

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Management's Proposal

Annual and Extraordinary Shareholders' Meetings, April 26, 2024

Quoted in the secondary market

Fixed income papers issued in American dollars (equivalent to R$34,649 million on December 31, 2023). The Company holds various securities issued in the capital market, including bonds issued in June 2023 in the amount of R$7,277 million (US$1,500 million).

Debt contracts in Brazil including debentures

Loans contracted in Brazil (R$2,969 million as of December 31, 2023). The Company made several loans contracted in Brazil, mainly with National Bank for Economic and Social Development ("BNDES") and private Brazilian banks.

Debt contracts in the international market

Loans and financing contracted in American dollars (equivalent to R$21,520 million as of December 31, 2023). These loans include export finance lines, loans with commercial banks, loans with development banks and multilateral agencies.

Loans and financing contracted in other currencies (equivalent to R$428 million as of December 31, 2023). This category includes multilateral agencies, among other financial institutions.

Among the operations occurred in the year ended of December 31, 2023, stands out:

• In January 2023, the Company paid principal and interest of debentures, in the amount of R$124 million;
• In March 2023, the Company contracted a loan of R$1,524 million with the Industrial and Commercial Bank of China Limited indexed to Secured Overnight Financing Rate ("SOFR") with spread adjustments and maturing in 2028;
• In June 2023, Vale issued notes of R$7,277 million (US$1,500 million) with a coupon of 6.125% per year, payable semi-annually, and maturing in 2033. The notes were sold at a price of 99.117% of the principal amount, resulting in a yield to maturity of 6.245%. Additionally, the Company redeemed notes with maturity date in 2026, 2036 and 2039, in the total amount of R$2,426 million (US$500 million) and paid a premium of R$106 million (US$22 million); and
• In September 2023, the Company contracted a loan of R$727 million (US$150 million) with Citibank, indexed to SOFR with spread adjustments and maturing in 2028.

1. other long-term relationships with financial institutions

The Company maintains commercial relationships in the normal course of its business with some of the main financial institutions, both international and domestic, in accordance with the usual financial market practices. The most relevant operations are presented in item 2.1.f above.

1. Indebtedness subordination degree

All financial debts are unsecured in nature and do not have real guarantees. There is no degree of contractual subordination between the Company's unsecured corporate debts.

The securities issued by the Company through its subsidiary Vale Overseas Limited are totally and unconditionally guaranteed by the Company itself.

1. eventual restrictions applied to the Company, especially regarding loan limits and the contracting of new debts, the distribution of dividends, the disposal of assets, the issuing of new securities and the disposal of corporate control, also if the Company has been fulfilling such restrictions

Almost all of the Company's debt contracts have a cross acceleration clause, and about 20% of the total debt balance, or US$2.7 billion, containing obligations related to the compliance with the following indicators at the end of each fiscal year: leverage (index obtained from the division of the gross debt by

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Management's Proposal

Annual and Extraordinary Shareholders' Meetings, April 26, 2024

the adjusted EBITDA); and interest rate coverage (the ratio obtained from the division of the adjusted EBITDA by the interest expenses).

The main contract with financial restrictions clauses related to the aforementioned indicators is between the Company and a Chinese commercial bank, in the amount of US$1 billion, contracted in 2022 and maturing in 2029.

For more information about the Adjusted EBITDA of continued operations, including calculation, see item 2.5 of this Reference Form.

		On December 31, 2023
Leverage		0.71x
Maximum limit of 4.5x
Interest rate coverage		24.14x
Maximum limit of 2.0x

The company has other non-financial obligations related to financing contracts considered market standard.

On December 31, 2023, the Company did not identify any non-conformity event with the levels required for the Leverage and Interest rate coverage indexes. The amount of the debts subject to these clauses was R$2.5 billion as of December 31, 2023.

g. limits of the contracted financing and the percentages already used

All financing operations still open on December 31, 2023, showed 100% of used percentage, except for two lines of revolving credit facilities - RCF mentioned in item (e) that were not used.

h. significant changes in items of the income and cash flows statements

	Year ended December 31,
	2022	2021
			Variation
Income statement	In millions of R$	in %
Continuing operations
Net operating revenue	208,066	226,508	(8.1)
Cost of products sold and services rendered	(120,016)	(124,195)	(3.4)
Gross profit	88,050	102,313	(13.9)
Operating expenses
Selling and administrative	(2,758)	(2,658)	3.8
Research and development	(3,598)	(3,411)	5.5
Pre-operating and operational stoppages	(2,249)	(2,466)	(8.8)
Other operating expenses, net	(7,422)	(8,901)	(16.6)
Impairment reversal (impairment and disposals) non-current			(134.4)
assets, net	(1,317)	3,833
Operating income	70,706	88,710	(20.3)
Financial income	2,159	2,685	(19.6)
Financial expenses	(7,276)	(6,156)	18.2
Other financial items, net	(4,601)	14,849	(131.0)
Equity results and other results in associates and joint			(436.3)
ventures	(5,434)	1,616
Income before income taxes	55,554	101,704	(45.4)
Income taxes	(15,000)	(15,185)	(1.2)
Net income of continuing operations	40,554	86,519	(53.1)
Net income attributable to noncontrolling interests	614	413	48.7
Net income from continuing operations attributable to Vale
shareholders	39,940	86,106	(53.6)

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Management's Proposal

Annual and Extraordinary Shareholders' Meetings, April 26, 2024

Discontinued operations
Loss attributable to noncontrolling shareholders	-	9,818	(100.0)
Net income (loss) from discontinued operations attributable
to Vale shareholders	-		9,818		(100.0)
Net income	40,554	96,337	(57.9)
Net income attributable to noncontrolling interests	614	413	48.7
Net income attributable to Vale shareholders	39,940		95,924		(58.4)

Significant changes in items of the income statement

In 2023, the Company net income from continued operations was R$40,554 million, a reduction of R$45,965 million when compared with the net income of R$86,519 million of 2022. The Company adjusted EBITDA for continuing operations totaled R$89,406 million in 2023, a reduction of R$12,651 million compared to R$102,057 million from the previous year, mainly due to: (i) foreign exchange rate; (ii) lower average realized prices and volumes sold for nickel; (iii) lower volume sold for iron ore fines; and (iv) lower average realized prices for iron ore pellets, despite higher sale volume.

Net operating revenue

Net operating revenue from continued operations

Iron Ore Solutions

Iron ore

Iron ore pellets

Other products and services

Energy Transition Metals

Nickel and other products (1)

Copper (2)

Others

	Year ended December 31,
	2023			2022
				In millions of R$		Variation in %
138,006	145,714	(5.3)
28,971	32,251	(10.2)
2,568	2,425	5.9
	169,545			180,390		(6.0)
26,009	34,226	(24.0)
	11,835		9,235		28.2
37,844	43,461	(12.9)
677		2,657	(74.5)
208,066		226,508	(8.1)

1. Includes co-products of nickel (copper) and sub-products (precious metals, cobalt and others).
2. Does not include copper produced in nickel operations.

In 2023, the net operating revenue from continuing operations reduced in R$18,442 million or 8.1% compared to 2022. This reduction is mainly due to: (i) negative impact of foreign exchange rate of R$8,146 million (ii) decrease of the average realized prices of nickel with an impact of US$6,314 million;

1. reduction of sale volumes for nickel of 7.1%; and (iv) reduction of sales volume for iron ore fines by 1.5%.

Cost of products sold and services rendered

In 2023, the cost of goods sold and services provided totaled R$120,016 million, compared to R$124,195 million in 2022. The reduction of R$4,179 million or 3.4% is associated with: (i) higher sales volume for copper, even out by the decrease of sales volume for nickel, that resulted in a negative impact of R$679 million for the Energy Transition Metals segment; (ii) higher sales volume of iron ore pellets, even out by the decrease in sales volume of the iron ore fines, that resulted in a negative impact of R$355 million in the Iron Ore Solutions segment; (iii) reduction on the prices of bunker ship fuel, that is included in the freight cost, in the Iron Ore Solutions segment (impact of R$2,148 million); and (iv) positive effect for foreign exchange rate in the Iron Ore Solutions segment (impact of R$1,710 million) and Energy Transition Metals segment (impact of R$1,375 million).

Other operating expenses

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Management's Proposal

Annual and Extraordinary Shareholders' Meetings, April 26, 2024

Other operating expenses, net, totaled R$7,422 million in 2023, a reduction of R$1,479 million or 16.6% compared to R$8,901 million in 2022, mainly due to a lower provision related to Brumadinho's event in the amount of R$983 million.

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