Location via proxy:   [ UP ]  
[Report a bug]   [Manage cookies]                

Vale AR

Download as pdf or txt
Download as pdf or txt
You are on page 1of 215

As filed with the Securities and Exchange Commission on April 12, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549
Form 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2022
Commission file number: 001-15030
VALE S.A.
(Exact name of Registrant as specified in its charter)
Federative Republic of Brazil
(Jurisdiction of incorporation or organization)
Gustavo Duarte Pimenta, Executive Vice-President of Finance and Investor Relations
Phone: +55 21 3485 5000
Praia de Botafogo 186 – offices 1101, 1601, 1701 and 1801– Botafogo
22250-145 Rio de Janeiro, RJ, Brazil
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Trading Name of Each Exchange
Title of Each Class Symbol(s) on Which Registered
Common shares of Vale, no par value per share New York Stock Exchange*
American Depositary Shares (evidenced by American Depositary Receipts), each representing one
common share of Vale VALE New York Stock Exchange
6.250% Guaranteed Notes due 2026, issued by Vale Overseas VALE/26 New York Stock Exchange
3.750% Guaranteed Notes due 2030, issued by Vale Overseas VALE/30 New York Stock Exchange
8.250% Guaranteed Notes due 2034, issued by Vale Overseas VALE/34 New York Stock Exchange
6.875% Guaranteed Notes due 2036, issued by Vale Overseas VALE/36 New York Stock Exchange
6.875% Guaranteed Notes due 2039, issued by Vale Overseas VALE/39 New York Stock Exchange
5.625% Notes due 2042, issued by Vale S.A. VALE42 New York Stock Exchange

* Shares are not listed for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the New York Stock
Exchange.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None


Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
The number of outstanding shares of each class of stock of Vale as of December 31, 2022, was:
4,778,889,251 common shares, no par value per share
12 golden shares, no par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes  No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934.
Yes  No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  Accelerated filer  Non-accelerated filer  Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). 
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP  International Financial Reporting Standards as issued by the International Accounting Standards Board  Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17  Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  No
TABLE OF CONTENTS
Page
I. OVERVIEW ................................................................ 3
Business Overview................................................................................. 4
Forward-looking statements ........................................................... 19
Risk factors ............................................................................................ 20

II. INFORMATION ON THE COMPANY...................35


Lines of Business.................................................................................. 35
Reserves and resources ..................................................................... 91
Capital Expenditures........................................................................ 107
Regulatory Matters .......................................................................... 110

III. OPERATING AND FINANCIAL REVIEW AND


PROSPECTS ..................................................................... 117
Overview ............................................................................................. 117
Results of operations ...................................................................... 122
Liquidity and capital resources .................................................... 130
Risk management............................................................................. 133

IV. SHARE OWNERSHIP AND TRADING .............. 139


Major shareholders .......................................................................... 139
Related party transactions............................................................. 141
Distributions....................................................................................... 142
Trading markets ................................................................................ 143
Depositary shares ............................................................................. 144
Purchases of equity securities by the issuer and affiliated
purchasers ..................................................................................... 146

V. MANAGEMENT AND EMPLOYEES................... 147


Management ..................................................................................... 147
Management compensation ........................................................ 160
Employees .......................................................................................... 165

VI. ADDITIONAL INFORMATION .......................... 167


Legal proceedings ............................................................................ 167
Bylaws .................................................................................................. 183
Participative shareholders’ debentures ..................................... 188
Exchange controls and other limitations affecting security
holders ............................................................................................ 189
Taxation ............................................................................................... 191
Controls and procedures ............................................................... 198
Corporate governance.................................................................... 199
Code of conduct ............................................................................... 204
Principal accountant fees and services...................................... 205
Information filed with securities regulators ............................. 206
Exhibits................................................................................................. 207
Glossary ............................................................................................... 208
Signatures ........................................................................................... 213

2 | VALE ANNUAL REPORT FORM 20-F


BUSINESS OVERVIEW

FORM 20-F CROSS-REFERENCE GUIDE


Item Form 20-F caption Location in this report Page
1 Identity of directors, senior management
and advisers
1A Directors and senior management Not applicable –
1B Advisers Not applicable –
1C Auditors Not applicable –
2 Offer statistics and expected timetable Not applicable –
3 Key information
3A [Reserved] – –
3B Capitalization and indebtedness Not applicable –
3C Reasons for the offer and use of proceeds Not applicable –
3D Risk factors Risk factors 20
4 Information on the Company
4A History and development of the company Business overview; Capital expenditures;
Information filed with securities regulators 4; 107; 206
4B Business overview Business overview; Lines of business; Reserves and
resources; Regulatory matters 4; 35; 91; 110
4C Organizational structure Exhibit 8 –
4D Property, plant and equipment Lines of business; Capital expenditures; Regulatory
matters 35; 107; 110
4A Unresolved staff comments None –
5 Operating and financial review and
prospects
5A Operating results Results of operations 122
5B Liquidity and capital resources Liquidity and capital resources 130
5C Research and development, patents and
licenses, etc. Capital expenditures 107
5D Trend information Results of operations 122
5E Critical accounting estimates Not applicable –
6 Directors, senior management and
employees –
6A Directors and senior management Management 147
6B Compensation Management compensation 160
6C Board practices Management—Board of directors 147
6D Employees Employees 165
6E Share ownership Major shareholders; Employees—Performance-based
compensation 139; 166
6F Disclosure of a registrant’s action to recover
erroneously awarded compensation Not applicable –
7 Major shareholders and related party
transactions
7A Major shareholders Major shareholders 145
7B Related party transactions Related party transactions 147
7C Interests of experts and counsel Not applicable –
8 Financial information
8A Consolidated statements and other
financial information Financial statements F-1
Distributions 142
Legal proceedings 167
Item Form 20-F caption Location in this report Page
8B Significant changes Not applicable –
9 The offer and listing
9A Offer and listing details Trading markets 143
9B Plan of distribution Not applicable –
9C Markets Trading markets 143
9D Selling shareholders Not applicable –
9E Dilution Not applicable –
9F Expenses of the issue Not applicable –
10 Additional information
10A Share capital Bylaws—Common shares and golden shares 183
10B Memorandum and articles of association Bylaws 183
10C Material contracts Lines of business; Results of operations; Related party
transactions 35; 122; 141
10D Exchange controls Exchange controls and other limitations
affecting security holders 189
10E Taxation Taxation 191
10F Dividends and paying agents Not applicable –
10G Statement by experts Reserves and resources 91
10H Documents on display Information filed with securities regulators 206
10I Subsidiary information Not applicable –
10J Annual report to security holders Not applicable –
11 Quantitative and qualitative disclosures
about market risk Risk management 133
12 Description of securities other than equity
securities
12A Debt securities Not applicable –
12B Warrants and rights Not applicable –
12C Other securities Not applicable –
12D American Depositary Shares Depositary shares 144
13 Defaults, dividend arrearages and
delinquencies Not applicable –
14 Material modifications to the rights of
security holders and use of proceeds Not applicable –
15 Controls and procedures Controls and procedures 198
16 [Reserved] – –
16A Audit Committee financial expert Management—Audit and Risks Committee 155
16B Code of ethics Code of conduct 204
16C Principal accountant fees and services Principal accountant fees and services 205
16D Exemptions from the listing standards for Management—Audit and Risks Committee; Corporate
Audit Committees governance 155; 199
16E Purchase of equity securities by the issuer Purchases of equity securities by the issuer and
and affiliated purchasers affiliated purchasers 146
16F Change in registrant’s certifying accountant Not applicable –
16G Corporate governance Corporate governance 199
16H Mine safety disclosure Not applicable –
16I Disclosure Regarding Foreign Jurisdictions Not applicable –
that Prevent Inspections
17 Financial statements Not applicable –
18 Financial statements Financial statements F-1
19 Exhibits Exhibits 207

2 | VALE ANNUAL REPORT FORM 20-F


I. OVERVIEW
We are one of the largest metals and mining companies in the world, based on market capitalization, and one of the
world’s largest producers of iron ore and nickel. We also produce iron ore pellets and copper. Our nickel and copper
concentrates contain by-products of platinum group metals (“PGMs”), gold, silver and cobalt. We are engaged in
greenfield mineral exploration in six countries. We operate large logistics systems in Brazil and other regions in the
world, including railroads, maritime terminals and ports, which are integrated with our mining operations. In addition,
we have distribution centers to support the delivery of iron ore worldwide. Directly and through associates and joint
ventures, we also have investments in the energy business.

In this report, references to “Vale” are to Vale S.A. References to “we,” “us” or the “Company” are to Vale and, except
where the context otherwise requires, its consolidated subsidiaries. References to our “ADSs” or “American Depositary
Shares” are to our common American Depositary Shares (our “common ADSs”), each of which represents one common
share of Vale. American Depositary Shares are represented by American Depositary Receipts (“ADRs”) issued by the
depositary.

Vale S.A. is a stock corporation, or sociedade por ações, that was organized on January 11, 1943, under the laws of the
Federative Republic of Brazil for an unlimited period of time. Its head office is located at Praia de Botafogo 186 – offices
1101, 1601, 1701 and 1801 – Botafogo, 22250-145 Rio de Janeiro, RJ, Brazil, and its telephone number is
55-21-3485-5000.

Unless otherwise specified, we use metric units. References to “real,” “reais” or “R$” are to the official currency of Brazil,
the real (singular) or reais (plural). References to “U.S. dollars” or “US$” are to United States dollars. References to “€”
are to Euros.

3 | VALE ANNUAL REPORT FORM 20-F


BUSINESS OVERVIEW
OPERATIONAL SUMMARY
The following table presents the breakdown of total net operating revenues attributable to each of our lines of business
with continuing operations.

Year ended December 31,


2022 2021 2020
US$ million % of total US$ million % of total US$ million % of total
Iron solutions(1)
Iron ore 28,188 64.3 38,324 70.3 27,123 68.6
Iron ore pellets 6,256 14.3 7,053 12.9 4,242 10.7
Other ferrous products and
472 1.1 548 1.0 551 1.4
services
Iron solutions - total 34,916 79.7 45,925 84.2 31,916 80.7
Energy transition metals(1)
Nickel and other products(2) 6,619 15.1 5,377 9.9 4,652 11.8
Copper(3) 1,779 4.1 2,589 4.8 2,175 5.5
Energy transition metals - total 8,398 19.2 7,966 14.6 6,827 17.3
Other(4) 525 1.1 611 1.1 802 2.0
Total net operating revenues
43,839 100 54,502 100 39,545 100
from continuing operations
(1) In 2022 we renamed our main operating segments. The operating segment previously named “Ferrous Minerals” is now referred to as “Iron
Solutions” while the “Base Metals” operating segment is now referred to as “Energy Transition Metals.”
(2) Includes nickel co-products (copper) and by-products (cobalt, PGMs and other precious metals) and marketing activities.
(3) Does not include copper produced in our nickel operations.
(4) Includes manganese ferroalloy operations divested in January 2022.

Iron solutions

Iron ore. We operate three systems in Brazil for the production and distribution of iron ore:

 Northern System: fully integrated system consisting of three mining complexes and one maritime terminal.
 Southeastern System: fully integrated system consisting of three mines complexes, a railroad, a maritime
terminal and a port.
 Southern System: consisting of two mining complexes and two maritime terminals.

Iron ore pellets. We currently have eight operational pellet plants in Brazil, and two in Oman.

Energy transition metals

Nickel. Our principal nickel operations are conducted through our wholly owned subsidiary Vale Canada Limited (‘‘Vale
Canada’’), which has mines and processing plants in Canada and Indonesia, and controls and operates nickel refining
facilities in the United Kingdom and Japan. We also have nickel operations at Onça Puma, located in the Brazilian state
of Pará.

Copper. In Brazil, we produce copper concentrates at Sossego and Salobo operations, in Carajás, in the state of Pará.
In Canada, we produce copper concentrates and copper cathodes in conjunction with our nickel mining operations at
Sudbury (Ontario), Voisey’s Bay (Labrador) and Thompson (Manitoba).

Cobalt, PGMs and other precious metals. Ore mined at our Sudbury nickel operations also yields cobalt, PGMs, silver
and gold as by-products, processed at our refining facilities in Port Colborne, Ontario. In Canada, we also produce

4 | VALE ANNUAL REPORT FORM 20-F


BUSINESS OVERVIEW

refined cobalt at our Long Harbour facilities in Newfoundland and Labrador. We receive silver and gold as by-product
credits from our copper operations at Salobo in Brazil.

BUSINESS STRATEGY
Our strategic guidelines are:

 Promote sustainable mining.


 Foster low carbon solution.
 Stay disciplined.

Promote sustainable mining

Our ambition is to be a sustainable and customer-centric materials company, with a balanced and resilient portfolio,
recognized for using innovation to create solutions for our customers, being regionally diversified (with respect to assets
and customers) and fostering partnerships. Below is a description of our plans and strategies to achieve these ambitions:

Benchmark in safety and dam management. We intend to continuously improve our processes for health, safety,
environment and operational risk, prioritizing the use of technology to reduce risk, enhance controls and increase
innovation to improve safety and dam management, and becoming a zero-fatality company.

 Hazard Identification and Risk Assessment. Our process safety program starts with the hazard identification and
risk assessment (“HIRA”), by identifying the most critical process risks, and their respective controls. Monitoring the
integrity of these controls has become part of our daily maintenance routine. For more information, see Risk
Management—Management of Specific Risks—Operational risks.
 Management Systems for Geotechnical Structures. We intend to continuously enhance our Tailings and Dam
Management System (“TDMS”), which is organized around four pillars: people, routine, performance and risk.
- We are committed to the implementation of Global Industry Standard on Tailings Management (“GISTM”) in
our operations. We expect to reach compliance with GISTM requirements: (i) in August 2023 for tailings storage
facilities with extreme and very high consequence classification; (ii) in August 2025 for Tailings Storage Facilities
(“TSF”) with high, significant, and low consequence classification, in compliance with the International Council
on Mining and Metals (“ICMM”) timeline.
- We are also implementing a Ground Control Management System (“GCMS”) which aims to improve the safety
of geotechnical structures like waste dumps, open pits, and underground mines. We have defined strategic
initiatives and Annual Incentive Payment goals related to the implementation of GCMS to engage the
operational teams in initiatives like Geotechnical Review Boards and Integrated Operation Assessment.
- We have also performed HIRA for all the TSFs and for critical dams, and the controls to reduce or mitigate the
risks identified for the respective structures have been managed according to our risk management policy.
 De-characterization of dams. We are de-characterizing (according to Brazilian regulation) our upstream
structures (including dams, dikes and drained piles) in Brazil. As of December 31, 2022, we had de-characterized
12 out of 30 upstream structures, of which five were de-characterized in 2022. For more information, see
Overview—Business overview—Our environmental, social and governance (“ESG”) framework and —Responses to
the tailings dam collapse in Brumadinho.

Best-in-class operator. We intend to be a reliable operator, by rigorous adherence to our management model
principles know as Vale Production System (“VPS”), including greater production discipline, commitment to routine,
adherence to plan and use of technology and best practices. We have been implementing our VPS, which integrates
our processes and systems into one single framework, enabling us to work with unified objectives and in a standardized
way. The VPS fosters the creation of a safer work environment and a more effective problem resolution process. It is
composed of three dimensions: leadership, technical and method, which strengthen our organizational culture through
people development, standardization of best practices, operational discipline and compliance with routine. With this,
we will redefine the path to operational excellence as a more humane, safer and sustainable company. All our employees
are being trained to support full engagement with VPS.

VALE ANNUAL REPORT FORM 20-F | 5


BUSINESS OVERVIEW

Diversity, Equity and Inclusion. We intend to put people at the center and make people of various backgrounds feel
welcome and guarantee they have support to perform to the fullest of their skills in the workplace. For our targets
relating to diversity, equity and inclusion, see Overview — Business overview — Our environmental, social and
governance (“ESG”) framework— Social.

Nature-positive; shared value. We intend to continuously make sustainability and social value embedded in our
strategies and driving the decision-making, while exploring nature-based solutions, supporting the industry
decarbonization, biodiversity initiatives and creating value to our communities. For our targets relating to emissions,
see Overview — Business overview — Our environmental, social and governance (“ESG”) framework—Environment.

Foster low carbon solutions

We have the ambition to lead low carbon mining as the partner of choice with rich product-based portfolio suited to
future uses and a flexible approach to adapt to evolving technologies.

Focus on high-quality products. We believe that energy transition is a great growth engine of the next mining cycle.
We also believe that high-quality iron ore, nickel and copper are among the main demanded commodities. Our strategy
consists of securing and developing high-grade ore feed and seeking to be among the nickel and copper producers
with the lowest carbon emissions.

Iron solutions. Our plan is to lead the development of zero- and low-carbon emission solutions for ironmaking through
a customer-centric approach, fast product development and customized business models, including by:

 Developing and guaranteeing iron ore concentration solutions.


 Optimizing product portfolio with higher-grade products.
 Fostering metallics hubs initiatives with partners, offering high quality agglomerates.

Energy transition metals. Our plan is to debottleneck the supply of sustainable energy transition metals through an
agile project development and flexible approach to adapt to evolving technologies, including by:

 Expanding copper production to approximately 900 ktpy after 2030.


 Being the preferred nickel supplier to the electric vehicle industry, with 30% to 40% of our Class I nickel
supplied to the electric vehicle market.
 Accelerating growth through our energy transition operations by seeking partnerships.
 Pursuing selective inorganic growth.

Circular mining. We expect to help solving mining’s huge waste generation issue by leading the promotion of new
technologies and selectively engaging in circular economy, including by:

 Leveraging concentration technologies to reprocess iron ore tailing.


 Leading supplier of energy transition metals from slag, ponds, recycled e-waste and battery raw materials.
 Developing competitive outbound logistics.

Stay disciplined

We reaffirm our strong commitment to a sound balance sheet, a lean business portfolio and value creation for our
stakeholders. Below is a description of our plans and strategies to achieve this ambition:

Efficient capital allocation. Our plan is to maximizing shareholders’ return by staying disciplined in capital allocation
driven by cost discipline, an optimized balance sheet structure, and efficient capital allocation among projects
(risk/return analysis). We plan to foster a culture of cost performance, seeking efficiency and best practice opportunities
in production, maintenance, procurement and corporate activities.

6 | VALE ANNUAL REPORT FORM 20-F


BUSINESS OVERVIEW

Attractive cash returns to shareholders. We aim to be a strong cash generator and return excess to shareholders,
based on our solid dividend policy and robust buyback program.

Strong balance sheet. Our plan is to constantly manage our liabilities, evaluate capital market opportunities, and seek
to maintain our credit rating.

SIGNIFICANT CHANGES IN OUR BUSINESS


We summarize below major events in our business since the beginning of 2022.

Divestments

Divestments are in line with our strategic pillar of capital discipline, continued focus on our core businesses and
commitment to a lean portfolio. Below is a summary of the divestments and agreements for sale of assets since the
beginning of 2022:

Sale of interest in Companhia Siderúrgica do Pecém (“CSP”). On March 9, 2023, we and our joint venture partners
concluded the sale of our entire equity interests in CSP to Arcelor-Mittal Brasil S.A. (“Arcelor-Mittal”). The purchase price
was US$ 2,194 million, which will be entirely used to prepay the outstanding net debt balance of approximately US$2.3
billion. We had a 50% equity interest in CSP, a steelmaker plant with installed capacity of 3 million tons of steel
slabs/year, located in the State of Ceará, Brazil.

Sale of Midwestern System assets. In July 2022, we concluded the sale of all the shares issued by Mineração
Corumbaense Reunida S.A., Mineração Mato Grosso S.A., International Iron Company, Inc. and Transbarge Navegación
Sociedad Anónima, which hold our iron ore, manganese ore and logistics assets in the Midwestern System, to J&F
Mineração Ltda. (“J&F”). At closing, we received approximately US$140 million, in addition to transferring to J&F
obligations related to certain take-or-pay logistics contracts.

Nickel refinery. In July 2022, we sold our 25% indirect stake in Korea Nickel Corporation, which operates a nickel
refinery in South Korea, through a treasury stock repurchase transaction. Korea Nickel Corporation used to produce
finished nickel for the stainless-steel industry operations using intermediate products from Vale Nouvelle-Calédonie
S.A.S. (“VNC”), but that ceased in 2021 in connection with the sale of our investment held in VNC. We received
approximately US$17.4 million at the closing of the transaction.

Sale of Coal Assets. In April 2022, we concluded the sale of our coal operations, consisting of Moatize mine and the
Nacala Logistics Corridor (“NLC”) to Vulcan Resources (formerly Vulcan Minerals) for US$270 million, plus a 10-year
royalty agreement subject to certain mine production and coal price conditions.

Sale of ownership in California Steel Industries (“CSI”). In February 2022, we sold our 50% ownership interest in CSI
to Nucor Corporation (“Nucor”), for approximately US$437 million. Upon completion of the transaction, we recorded a
gain of US$292 million.

Sale of Ferroalloys and Manganese operations of Vale Manganês. In January 2022, we sold our ferroalloys
operations in Barbacena and Ouro Preto and our manganese mining operations at Morro da Mina, in the state of Minas
Gerais, to VDL Group (“VDL”) for a total consideration of US$40 million, on a debt-free cash-free basis. In May 2022, we
signed a binding agreement with Minas Ligas for a partial sale of the assets of the Simões Filho plant for US$11 million,
as a result, we no longer have manganese ferroalloys operations.

Sale of small hydroelectric plants. In 2022, we concluded the sale of the small hydroelectric plants of Glória and Nova
Maurício, both located in Minas Gerais, for approximately US$6 million.

Sale of Vale Nickel Dalian. In August 2022, we sold all of our shares in Vale Nickel Dalian Co., Ltd. to Dalian Xingbo
Mechanical Co., Ltd. for US$28 million plus certain VAT offset amounts.

VALE ANNUAL REPORT FORM 20-F | 7


BUSINESS OVERVIEW

Other developments

Vale Oman Pelletizing Company LLC (“VOPC”). In February 2023, OQ Group exercised its option to sell its 30%
noncontrolling interest held in VOPC. Upon closing of the transaction, which is expected to take place in the second
quarter of 2023, we will acquire the remaining interest for approximately US$130 million. With the acquisition, we will
own 100% of VOPC’s share capital.

Agreements to develop Mega Hubs in the Middle East. In October 2022, we entered into three non-binding
memorandums of understanding and cooperation with local authorities and customers to jointly study the development
of industrial complexes (“Mega Hubs”) in the Kingdom of Saudi Arabia, the United Arab Emirates, and the Sultanate of
Oman to produce low-carbon products to the steelmaking industry. The parties are seeking to cooperate in the
development of these Mega Hubs to produce hot briquetted iron (“HBI”) and steel products to supply both the local
and seaborne markets, with significant reduction of CO2 emissions. We intend to build and operate iron ore
concentration and briquetting plants within the Mega Hubs, securing supply of high-grade agglomerated products.
Local parties are expected to promote the construction of the required logistics infrastructure. Investors and/or clients
are expected to construct and operate the HBI plants and be offtakers of the product to supply domestic markets or
export. These Mega Hubs shall supply different markets across the globe supporting the decarbonization of the
steelmaking industry.

Tecnored plant. In May 2022, we started the engineering works for Tecnored’s first commercial plant in Marabá, in the
state of Pará. Tecnored is 100% owned by us and is focused on developing a low-carbon pig iron process by using
alternative energy sources, such as biomass, syn-gas and hydrogen that emit less CO2 than coal and coke, the traditional
iron-making methods. The plant will initially have a production capacity of 250 thousand tons per year of green pig iron
and may reach 500 thousand tons per year in the future. The start-up is planned for 2025 with an estimated investment
of approximately US$374 million.

Rio Tocantins railroad bridge. In March 2022, we approved the construction of a new railroad bridge over the
Tocantins River, in the municipality of Marabá, state of Pará. This project will increase the Carajás railroad (“EFC”)
capacity, improving rail traffic flow, as well as mitigating business risks, by duplicating the existing single line bridge.
The project is expected to start up in 2027 with a total investment of US$830 million and includes a second road bridge
for automotive traffic that will enhance the link between the southeast of the state of Pará and the Brazilian northern
coast. The current single bridge is part of the EFC railway, through which we ship all our iron ore production from the
Northern System as well as the copper concentrate produced in the state of Pará.

Steelmaking decarbonization solutions. In 2022, we entered into a memorandum of understandings (“MoUs”) with
different steelmakers to pursue ironmaking solutions focused on steelmaking decarbonization process. These MoUs
contemplate joint studies and other initiatives with respect to the (i) usage of our green iron ore briquettes and direct
reduction pellets in steelmaking, (ii) a briquette plant in Germany, (iii) the Tecnored technology, (iv) use of metallics
solutions such as hot briquetted iron (“HBI”) and pig iron produced by Tecnored technology, and (ii) usage of our so-
called green briquettes in ironmaking process and other lower carbon footprint products such as pellets.

For more information about our projects, see Information on the Company—Capital expenditures.

Consolidation of Energy Transition Metals Business in New Entity

In line with our energy transition strategy, we have been working on the carve-out of our energy transition metals
business, which will be consolidated in a new company, with its own board of directors. We intend to enter into an
agreement with a strategic partner to acquire a minority interest, which we believe will potentially accelerate the value
creation agenda of the energy transition metals business.

8 | VALE ANNUAL REPORT FORM 20-F


BUSINESS OVERVIEW

OUR ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) FRAMEWORK


We are committed to fully integrating sustainability into our business through a comprehensive approach based on
systematic planning and execution, prioritizing risk and impact management, and establishing a positive social,
economic and environmental legacy in the places where we operate. Our practices related to ESG are evolving.

In 2022, we launched our second Integrated Report, in accordance with the International Integrated Reporting Council
(“IIRC”) as well as to Global Reporting Initiative (“GRI”) standards. The report presents a performance approach and an
appendix – the ESG Databook, with indicators from the GRI; the Metals and Mining segment of the Sustainability
Accounting Standard (“SASB”); the Task Force on Climate-related Financial Disclosures (“TCFD”); core metrics of the
World Economic Forum (“WEF”) and Sustainable Development Goals (“SDGs”). It also presents our adherence to ICMM’s
Mining Principles.

We have been increasing our engagement with socially responsible investors and key ESG stakeholders through
webinars, roadshows and a dedicated website, our ESG Portal (www.vale.com/esg). The information in our ESG Portal is
not incorporated by reference in this annual report on Form 20-F. Based on studies from leading ESG advisors, we have
identified 63 major gaps with respect to ESG best practices. Based on this assessment, we mapped out an ESG action
plan to address these gaps. By December 31, 2022, we had closed 57 gaps. After the collapse of the tailings dam in
Brumadinho, we decided to strengthen our interactions with ESG stakeholders to discuss a range of strategy, risk and
governance-related matters and accelerate our ESG initiatives. We are committed to eliminating our ESG gaps by 2030
(our “2030 Commitments”).

Below are the highlights of our main ESG accomplishments in 2022 and ongoing initiatives.

Environmental

Climate Change. We are committed to leading the transition towards a net-zero mining industry. We are also
committed to contributing with solutions that will help limit the increase in the average global temperature to well
below 2°C, as set forth in the Paris Agreement. We endorsed and we are aligned with the Task Force on Climate-related
Financial Disclosures (“TCFD”) framework for risks and opportunities related to climate change. We published the 2021
Climate Change report, following TCFD recommendations and we assessed transition risks (possible impacts in our
portfolio) and physical risks (mapped physical impacts for our operations). For more information, please see
https://www.vale.com/web/esg/climate-change. Information in our website is not incorporated by reference in this
annual report on Form 20-F.

We are focused on the decarbonization of our operations, and we plan to reduce our Scopes 1 and 2 absolute emissions
by 33% by 2030, with 2017 as baseline, and to become Scope 1 and 2 net-zero emissions by 2050. We recognize that
we can only lead the mining industry towards a low carbon economy if we lead our value chain in the same direction.
Our Scope 3 emissions, annually calculated and verified by independent third parties, represent 98% of our total
emissions and are not under our direct control. We are committed to reduce Scope 3 net emissions by 15% by 2035,
with 2018 as baseline, which is based on development of new products, nature-based solutions, partnership and
engagement with clients and suppliers. The Scope 3 target will be revised every five years, given the uncertainties
regarding low carbon technologies and climate policies.

Scopes 1 and 2 decarbonization plan. We have built a roadmap, with clear milestones, to meet the reduction targets
in Scopes 1 and 2. We plan to invest US$4 to US$6 billion until 2030 to develop low carbon solutions, such as biofuels
use, electrification and renewable electricity generation. Our current portfolio of initiatives consolidates more than 40
projects, prioritizing the most cost-competitive initiatives to achieve the 2030 target, based on a Marginal Abatement
Cost Curve (“MAC Curve”). All investment decisions are submitted to an analysis considering internal carbon price of
US$50 per ton of CO2 equivalent. This practice not only encourages investments in greenhouse gas (“GHG”) emission
reduction, but also prepares us for a scenario of more restrictive regulations. We intend to reduce GHG in our operations
by increasing the processes’ energy efficiency, and by developing solutions based on replacing usual energy sources
by low carbon and renewable alternatives. These initiatives include, among others, the use of biofuels replacing fossil

VALE ANNUAL REPORT FORM 20-F | 9


BUSINESS OVERVIEW

fuels, electrification of equipment and processes, use of alternative fuels, carbon capture technologies, and
development of alternative processes.

Scope 3 decarbonization plan. More than 90% of our Scope 3 emissions relate to the processing of the iron ore in the
steel industry. Scope 3 reduction is subject to the pace at which customers’ CO2 reduction roadmaps will be
implemented. Our initiatives for Scope 3 reduction are: (i) portfolio differentiation, with high-quality products, biomass,
and low CO2 technologies and low carbon solutions such as Mega Hubs and green briquettes; and (ii) partnerships in
shipping and in the steel sector. We can offset up to 20% of the target with high-integrity carbon credits.

Our goal is to increase the production of agglomerated products, briquettes and pellets, to supply high-quality products
to the market and further develop low carbon footprint initiatives, as well as to provide green solutions to the market,
such as Mega Hubs.

To provide low carbon solutions to the steel industry, we have signed MoUs with over 30 companies representing
around 50% of our scope 3 emissions, in which the companies agreed to pursue opportunities to develop steelmaking
solutions focused on reducing CO2 emissions.

Additionally, we have signed an MoU addendum with Posco related to the development of ironmaking solutions with
the intent to develop economic feasibility studies of potential investment in direct reduction plants to produce hot
briquette iron (“HBI”), a low-carbon and eco-friendly raw material for steel production, and an MoU with XCMG
Construction Machinery Limited to evaluate the potential supply of mining and infrastructure equipment, including
zero-emission and autonomous equipment.

In 2022, we made progress on our Climate Agenda with new technologies being tested on ships that are used to
transport our iron ore and iron ore agglomerate. Our EcoShipping initiative manages a roadmap of innovative
technologies aligned with the International Maritime Organization targets, with projects on energy efficiency (e.g., rotor
sails and air lubrication) and alternative fuels (e.g., multi-fuel tank). In July 2021, the first large ore carrier equipped with
rotor sails arrived at the Tubarão port. The system will allow an energy efficiency increase of up to 8% per vessel per
year. In August 2021, the first ore carrier with air-lubrication technology, which we estimate could reduce fuel
consumption by around 5 to 8%, arrived at Ponta da Madeira port.

Since 2020 we have spent US$810 million on the efforts to reduce greenhouse gas emissions and mitigate climate
change, of which US$543 million were spent in 2022.

Energy. The three pillars of our energy initiatives are: (a) renewable electricity, (b) energy efficiency and (c) energy
matrix transformation. Our targets are to (i) achieve 100% renewable electricity consumption in Brazil by 2025, and
globally by 2030, and (ii) improve by 5% the global energy efficiency indicator (specific consumption) in relation to the
2017 baseline by 2030. In 2022, we were close to reaching our goal of 100% renewable energy in Brazil, but due to the
consumptions from Manganese and Midwestern system we reached 99.95% of our electricity consumption in Brazil and
86.67% globally came from renewable sources. By December 2022, we had concluded the implementation of nine of
the 17 photovoltaic units in the Sol do Cerrado Solar Power Generation Project under operation, which we expect to
supply 16% of our annual estimated demand for Brazil in 2025.

Water. The responsible management of water resources is present in our organizational culture. By means of four pillars
(Governance, Monitoring and Control, Community Engagement and Water Risk Management), we endeavor to promote
responsible water management in the regions where we operate. In this context, in 2018, we committed to reduce by
10% the use of natural water in our production processes by 2030. That goal was achieved and surpassed in 2021 (with
a 20% reduction).

Forest conservation. Our ambition is to act as a global catalyst for forest conservation and reforestation. Currently, we
help to protect approximately one million hectares of forest as compensation measures, voluntary initiatives and
partnerships. By 2030, we intend to recover and protect 500,000 hectares beyond its borders. The target is broken
down into two objectives. The first is to recover 100,000 hectares through production arrangements and social and
environmental impact businesses. The second is to protect 400,000 hectares through partnerships to support public

10 | VALE ANNUAL REPORT FORM 20-F


BUSINESS OVERVIEW

protected areas and initiatives such as REDD+ projects (Reducing Emissions from Deforestation and Forest
Degradation). In 2022, we recovered 1,214 hectares and protected 50,000 hectares.

Waste. In 2020, we approved our Mining and Metallurgical Waste Management Policy to encourage the transition of
our waste management to a circular economy perspective. We believe that this transition would be possible through
innovation. In addition, in 2022, we achieved 79.26% compared to 2021, when we achieved 70% of our iron ore
production by dry processing method, in line with our goal of having at least 70% of our total production coming from
dry processing. To sustain this target at an iron ore production level of 340-360 million metric tons per year (“Mtpy”),
we are implementing several initiatives, such as our blending strategy, the expansion of Northern System to 240 Mtpy,
the Capanema project implementation and the conversion of Plant 1 in Serra Norte to dry processing. In 2021, we
announced the development of a commercial quality sand for civil construction applications – a sustainable alternative
for the construction industry. These efforts are the result of seven years of research and approximately R$50 million in
investments.

Social

Social ambition. In the social dimension, we want to be a partner company in the development of resilient
communities, engaged in issues relevant to humanity and committed to sustainable mining. The Brumadinho dam
collapse forever changed the way in which we operate. We will never forget Brumadinho, nor will we ever stop working
to fully repair its impact.

Human Rights. We are committed to the United Nations Guiding Principles on Business and Human Rights (“UNGPs”).
Our Global Human Rights Policy, in place since 2009, reinforces the guidelines related to Human Rights management
and allows for greater alignment with the UNGPs. Human Rights is part of our Global Risk Integrated Map and our
operations register their human rights risk assessment, mitigation controls and action plans in our global risk
management system.

We are committed to performing Human Rights Due Diligence (“HRDD”) in all of our operations and critical projects in
3-year cycles. By the end of 2022, 76% of our operations had gone through human rights due diligence (including 100%
of active operations in Brazil). The remainder are operations abroad that will be covered throughout 2023 and 2024.
Our Human Rights department monitors the risk controls and the action plans of the external due diligence carried out.

Community engagement. Our operating model is guided by the following principles: transparency, active listening,
social participation, engagement, social capacity, diversity and inclusion, adherence to international pacts and
operational responsibility. We seek to establish structured dialogue spaces for the construction of Community
Engagement Plans. Such plans are structured through a model of shared responsibilities between us, the community
and other players for local development, and have as foundational principle the mobilization and social participation in
the definition and prioritization of initiatives to be implemented in the territory.

The Engagement Plans are monitored by the community engagement teams, which have a systematic routine of
participatory meetings to monitor the execution of actions, evaluating the adherence and effectiveness of the results
with the community. In 2022, we mapped out 1,532 local relationship communities - 1,156 in Brazil, 82 in Canada, 2 in
Wales, 51 in Peru, 1 in Chile, 28 in Oman, 206 in Indonesia and 6 in Malaysia. In Brazil, 165 communities are considered
very high or high priority for engagement. Currently, 78% of the high and very high priority communities have
implemented an Engagement Plan, and we expect to have 100% of priority communities with plans by 2026.

Indigenous Peoples and Traditional Communities. We are committed with all relevant international standards, such
as the International Council on Mining and Metals (“ICMM”) position statement on Mining and Indigenous Peoples,
Convention No. 169 of the International Labor Organization (“ILO”), and the United Nations Declaration on the Rights
of Indigenous Peoples. In the past years, we have entered into agreements with indigenous groups in Brazil, including
Xikrin do Cateté, Kayapó, Gavião (Parkatejê, Kykatejê, Akrantikatejê), in Pará State. These agreements reflect our social
share value proposition and provide for a better neighborhood relationship between our operations and the indigenous
lands.

VALE ANNUAL REPORT FORM 20-F | 11


BUSINESS OVERVIEW

Grievance Mechanism. We make available for our stakeholders of several listening channels (Hello Railway – toll free
number, Reparation Call Center, Contact Us and Community Engagement Team). These mechanisms are based on the
UNGPs, on the guiding principles of the ICMM. In 2022, we registered 11,085 interactions with communities, of which
99.36% were answered and 84.22% of the demands were attended. Of this total, 43.54% were complaints related to
improvement and accesses, roads and pathways, dust control and weeding/pruning requests.

Socioeconomic Contribution. We are committed to positively impacting society, by investing in socioeconomic


actions and projects focused on community development. We are investing in actions that contribute to the
development and improvement of urban infrastructure and mobility, traditional communities, education, culture, health,
and work and income generation in the regions where we operate. We spent US$1.61 billion on social initiatives in
2022, of which 14% was spent on voluntary and mitigating programs, 6% on Brazilian-tax-exempted programs, and
80% on mandatory programs.

Diversity, Equity and Inclusion (“DEI”). DEI are strategic and connected to our sustainability principles as it directly
impacts our ability to innovate and be more attractive to diverse talents. Our goal is to have 26% of women in the
workforce by 2025. In 2022, we achieved 22.1% representation of women, a 5.4% increase in the total number of women
in Vale compared to 2021. We also achieved 22.6% of women in senior leadership (executive manager positions and
above), a 11.5% increase in the representation of women these positions compared to 2021. Our goal is to achieve 40%
of our leadership roles in Brazil composed with black employees by 2026. In 2022, we reached 32.1%, an increase of
11.1% compared to 28.9% in 2021.

Health and Safety. We are committed to improving the health and safety of our workers, consistent with our pillar of
promoting sustainable mining. Our long-term goals are: (i) no recordable injuries with potential for fatality or life-
altering injuries, (ii) 50% reduction in the exposure of employees to the top 10 health risks by 2025 and (iii) reduction
or elimination of the most significant risk scenarios by 2025.

Community Safety. In 2022, there were 95 events with community members that resulted in 17 fatalities and 84 non-
fatal injuries related to our activities (whether in areas under our responsibility or in external areas that are in the course
of production or related support activities), which represented an 8.7% reduction in the number of events in 2022 when
compared to 2021, against our original goal of a 10% reduction. The number of fatalities reduced 32% in 2022,
compared to 2021. In 2023, we will keep our goal to reduce the occurrence of community events with injury (fatal and
non-fatal) by 10% in relation to the 2022 results.

Governance

Corporate Governance. Since 2017, we have been listed on the Novo Mercado segment, the highest level of
governance of B3. We have been investing in improving our corporate governance, benchmarking against national and
international best practices, and developing our understanding of investors’ perspective on these matters.

Our governance model aims to establish clearly defined principles and roles, transparency, and stability to guide our
actions. We seek to build strong and lasting relationships with our stakeholders, invest in mitigating the effects of our
activities, work with high ethical standards, practice transparent management, and actively contribute to advances in
relation to the environment, biodiversity and sustainable development.

The general guidelines and policies that guide our business activities are established by our Board of Directors, which
monitors the implementation of these initiatives through reports provided by our executive officers. Our Board of
Directors receives support from the Advisory Committees, whose mission is to advise the Board, including proposing
improvements related to its area of activity to facilitate greater efficiency and quality in decisions made by the Board of
Directors and to ensure that our activities are carried out in compliance with current legislation, the principles of ethics
and internal controls. The Fiscal Council is a permanent, supervisory body, independent from the Executive Committee
and the Board of Directors, which is responsible, through the principles of transparency, equity and accountability, to
supervise the management’s activities and verify the compliance with the bylaws and their legal duties.

12 | VALE ANNUAL REPORT FORM 20-F


BUSINESS OVERVIEW

In December 2022, we restructured our Advisory Committees to further improve our governance. As a result, (i) the
Audit Committee, originally established in 2020, was renamed to “Audit and Risks Committee,” had its scope expanded
to oversight risk matters, and it now must be composed entirely of independent board members; (ii) the Nominating
Committee’s scope was expanded to include the oversight of the company’s governance, and was renamed
“Nomination and Governance Committee;” (iii) the “People, Remuneration and Governance Committee had the
governance component removed from its scope and was renamed “People and Compensation Committee”, (iv) the
Finance Committee was renamed “Capital Allocation and Projects Committee”, to better reflect its scope and
responsibilities; (v) the Operational Excellence and Risk Committee was dissolved and discontinued, and risk matters
were incorporated by the Audit and Risks Committee; and (vi) the Innovation Committee, originally created in 2021,
became a non-statutory and non-permanent body to better match the current challenges faced by our business. For
more information, see Management and Employees—Management—Board of Directors and —Other Advisory
Committees to the Board of Directors.

Compensation. We are committed to align our compensation programs to our business strategy and the goal of being
a safer company. We implemented a number of changes, such as the adoption of a malus clause and a clawback policy
under which, upon the occurrence of events of exceptional severity, the Board of Directors may reduce variable
compensation of executives or require that executives return amounts received, and the implementation of new share
ownership guidelines for executive officers. Since 2020, we are following and reviewing standards for executive officers
compensation: for short-term compensation, at least 30% of performance goals must be ESG-driven and directly related
to safety, risk management and sustainability targets; and, with respect to long-term compensation, from 2022 at least
25% of performance goals must be based on ESG metrics. Overall, 12% of total remuneration must be linked to ESG
metrics.

Risk Management. We have five risk executive committees that advise our management concerning each of these risks
categories: (i) operational risks, (ii) geotechnical risks, (iii) strategy, finance and cyber risks, (iv) compliance, institutional
relations and communication risks and (v) sustainability.

We also have five advisory committees to our Board of Directors, one of them with major roles in advising the Board
on and monitoring our risks: the Audit and Risks Committee, which evaluates, and monitors matters related to risks of
the Company, including operational and geotechnical risks (after the Operational Excellence and Risk Committee was
discontinued), and the effectiveness and sufficiency of our controls and risk management system. The Audit and Risks
Committee advises the Board of Directors regarding the risk management strategy, including the analysis of corporate
policies on this topic and risk appetite guidelines, as well as our integrated risk map, in addition to advice on the
assessment of the efficacy and sufficiency of controls and risk management systems, and follow the implementation,
among other attributes defined in each committee’s internal regulation.

Cultural transformation

Cultural transformation is part of our strategy with people, and we have as an objective to become even more talent-
oriented. In 2019, we began a deep process of cultural transformation which seeks to promote culture as a facilitator of
our strategy. We work continuously to be recognized as a company that seeks operational excellence, leads the
transition to a low-carbon economy and generates social and economic progress.

RESPONSES TO THE TAILINGS DAM COLLAPSE IN BRUMADINHO


On January 25, 2019, a tailings dam collapsed at our Córrego do Feijão mine, in the city of Brumadinho, state of Minas
Gerais. The collapse of the dam released a flow of tailings residue, which submerged our administrative area at the
Córrego do Feijão mine and reached parts of the communities of Córrego do Feijão and Parque da Cachoeira outside
of Brumadinho, and the nearby Paraopeba River. The dam collapse resulted in 270 fatalities, including two pregnant
women, and three victims that are still missing, and caused extensive property and environmental damage in the region.

We will never forget Brumadinho. We reaffirm our respect for the victims and their families, prioritizing the fair and
agile reparation of Brumadinho. As we move forward on our path to make our business better, valuing people, safety

VALE ANNUAL REPORT FORM 20-F | 13


BUSINESS OVERVIEW

and reparation, we stand firm in our commitment to become one of the safest and most reliable mining companies in
the world.

Reparation and remediation efforts

Immediate assistance. We have provided humanitarian assistance to victims and their families since the very first
moments.

Integral Reparation Agreement. In 2021, we entered into the Integral Reparation Agreement, with multiple public
authorities, under which we agreed to implement several socio-economic and socio-environmental reparation projects.

 The estimated economic value of the Integral Reparation Agreement is R$37.7 billion, including: (i)
disbursements made prior to the settlement date and with scope similar to the agreement, in an amount of
R$7.8 billion; (ii) disbursements required for the implementation of projects and to be managed by the
authorities, in a total specified amount of R$19.2 billion; (iii) estimated costs of the socio-economic reparation
projects to be directly implemented by us, subject to a cap of R$5.7 billion; and (iv) estimated costs of R$5
billion for certain environmental recovery projects (Plano de Reparação Ambiental) to be implemented by us,
which commitments are not subject to a cap.
 This Integral Reparation Agreement settles the majority of the requests made in certain public civil actions in
which public authorities sought damages and a wide range of injunctive measures against us as a result of the
Brumadinho dam collapse.
 We have executed 58% of the commitments set out in the Integral Reparation Agreement and by December
31, 2022 we had incurred over R$23.7 billion to pay for compensation to impacted people, infrastructure works
and environmental and socioeconomic reparation actions. As of December 31, 2022, we had advanced 77% of
our obligations to provide funds, amounting to R$16.7 billion and 7% of our obligations to perform certain
actions, corresponding to R$700 million.

Other agreements related to Brumadinho dam collapse. We have been actively seeking alternatives and entering
agreements to promote a more expedited reparation and remediation to the impacted people and to settle the various
legal proceedings relating to the Brumadinho dam collapse. Below is a summary of additional settlement agreements
with public authorities to, among other things, establish the framework for individual indemnification of the victims.

 February 2019 preliminary settlement agreement. In February 2019, we entered into a preliminary settlement
agreement with the state of Minas Gerais and other public authorities pursuant to which we committed to
make monthly emergency aid payments to residents of Brumadinho and certain communities located
downstream of the dam from January 2019 through October 2021. The total amount paid as emergency aid
was approximately R$2.3 billion, and these amounts were recognized within the R$37.7 billion Integral
Reparation Agreement. Also under the Integral Reparation Agreement, we provided R$4.4 billion to the income
transfer program that has replaced the monthly emergency aid payments. This program is administered and
operated by the public prosecutor’s office and the public defender’s office of the state of Minas Gerais.
 April 2019 preliminary settlement agreement with Minas Gerais state public defenders. In April 2019, we entered
into an agreement with the public defenders’ office of the state of Minas Gerais to establish the framework for
out-of-court settlement agreements for damage claims for property and other economic and moral damages
(danos morais). As of December 2022, we had entered into more than 5,418 indemnification agreements, with
over 11,087 individuals affected by the dam collapse and evacuations, providing for payments in the aggregate
amount of approximately R$2.0 billion. These standards were also used to determine indemnification payments
in other municipalities where evacuations occurred as result of the elevation of the emergency level of certain
dams.
 Settlement agreement with public labor prosecutors and labor unions. In July 2019, we entered into a settlement
agreement with the public labor prosecutors to indemnify relatives of the victims of the dam collapse. As of
December 2022, we had entered into more than 1,478 indemnification agreements with individuals or groups
pursuant to this settlement agreement, providing for payments to at least one member of the family of each
of 250 deceased workers, in the aggregate amount currently exceeding R$1.16 billion. In March 2020, we
entered into a settlement agreement with labor unions, setting forth the indemnification amount to be paid

14 | VALE ANNUAL REPORT FORM 20-F


BUSINESS OVERVIEW

to survivor workers and workers based on the Córrego do Feijão and Jangada Mines. As of December 2022,
we had entered into more than 780 indemnification agreements with individuals or groups pursuant to this
settlement agreement, providing for payments in the aggregate amount of approximately R$106 million. In
July 2021, we entered into a settlement agreement in which we committed to pay indemnification to the family
units of deceased employees in connection with the extinction of their employment contracts. The settlement
was also extended to provide indemnification to the family units of deceased outsourced workers.
 Agreement with Minas Gerais state public defenders (Nova Lima). In March 2021, we signed an agreement
(termo de compromisso) with the public defender’s office of the state of Minas Gerais, to regulate and establish
comprehensive criteria for the payment of indemnification to the people that were impacted by the evacuation
that occurred in the community of São Sebastião das Águas Claras (Macacos) in the municipality of Nova Lima,
due to the rise in the emergency level of B3/B4 dam.
 Agreement with Indigenous Communities. In September 2022, we signed two indemnity agreements with
indigenous groups within the “Pataxó e Paraxó Hã Hã Hãe” community, that were affected by the Brumadinho
dam collapse. The agreements establish the measures to be adopted by us to repair, indemnify and fully
compensate these indigenous communities for the damages caused to them, both from collective and
individual perspectives. The two agreements were ratified by the 12th federal civil court of Belo Horizonte. In
March 2023, federal prosecutors (Ministério Público Federal—“MPF”) appealed the decisions in both
proceedings. We are currently waiting for the notification to present our counterarguments and the decision
on the appeals is pending.
 Agreement with Minas Gerais state public defenders (Itabira). In June 2022, we signed an agreement (termo de
compromisso) with the public defender’s office of the state of Minas Gerais, to regulate and establish
comprehensive criteria for the payment of indemnification to the people that were impacted by the “loss of
stability” and consequent increase in the risk of collapse of the Pontal Dam and its dikes, located in the
municipality of Itabira.

Other settlement agreements. We have entered into other settlement agreements with public authorities, in addition
to individual settlement agreements. We have entered into other agreements with authorities to cover specific topics,
such as support to the municipalities in providing public services and infrastructure, emergency payments to the
indigenous communities, specific remediation and compensation measures, external audits and asset integrity studies,
provision of technical support for the authorities, with measures to review and reinforce structures and suspension of
operations. For additional information on legal settlements, proceedings and investigations relating to the Brumadinho
dam collapse continue, see Additional Information — Legal proceedings.

Other Reparation and remediation efforts. We have concluded work on two pipelines for water withdraw on the Pará
River and another one, on the Paraopeba River, as part of the construction of new water supply systems to serve the
population of Pará de Minas and the metropolitan area of Belo Horizonte. We have more than 450 water collection,
supply and treatment ongoing civil works in 31 municipalities, including the hydrographic basins: Paraopeba, Velhas
and Doce.

Dam safety measures

We have implemented several initiatives to enhance our tailings and dam management process and improve dam
safety.

De-characterization of upstream dams. Our key initiative is the de-characterization of all our upstream structures in
Brazil, including dams, dikes and drained piles. An upstream structure is a structure raised using the upstream raising
method, in which the body of the structure is built using the thick tailings deposited in the reservoir, by successively
layering them up and in the direction opposite to the water flow (upstream). This is the same construction method as
the Brumadinho dam. The term “de-characterization” means functionally reintegrating the structure and its contents
into the environment, so that the structure no longer serves its primary purpose of acting as a tailing’s containment. In
2022, we spent a total of US$349 million in connection with the de-characterization of dams. As of December 31, 2022,
we had a provision of US$3,378 million recognized in our balance sheet for the de-characterization of upstream
structures.

VALE ANNUAL REPORT FORM 20-F | 15


BUSINESS OVERVIEW

Currently, 18 geotechnical structures built by the upstream raising method remains in our de-characterization plan. We
concluded the de-characterization of 12 of the original 30 upstream structures between 2019 and 2022, completing
40% of the structures.

 In 2022, we concluded the de-characterization of five structures: dikes 3 and 4 of Pontal, Auxiliar Dike of B5
MAC, Baixo João Pereira and Ipoema dams (all of which are waiting the certification by the regulatory agency).
 In 2021, we concluded the de-characterization of Pondes de Rejeitos dam, Fernandinho dam and the de-
characterization of dike 5 of Pontal (the later waits for validation from the regulatory agency).
 In 2020, we concluded the de-characterization of Rio do Peixe, II Kalunga and III Kalunga dikes.
 In 2019, we concluded the de-characterization of the 8B dam in the city of Nova Lima.

Our plan also includes the construction of containment structures (back-up dams) for certain dams, to retain tailings in
case of dam collapse, protecting the area downstream from the potential failure of these dams during the de-
characterization works. Between 2020 and 2021, we concluded the construction of three downstream back-up dams,
one for the Sul Superior dam, one for B3/B4 dam, and one for Forquilha I, Forquilha II, Forquilha III, Forquilha IV and
Grupo dams. In 2022, we completed the construction of ECJ Coqueirinho, a back-up dam for Minervino and Cordão
Nova Vista dikes, in the Pontal Dam, in Itabira, currently at Emergency Level 1. We are currently working on defining
the solutions to implement others downstream back-up dams that may be necessary.

The engineering projects for our structures are under different stages of development. In the ones in the conceptual
engineering phase, our provision was measured in accordance with market practices, taking into consideration the high
degree of uncertainty in the definition of the total expenditures to execute the dam de-characterization projects.

The de-characterization process is important for the long-term risk reduction of the upstream tailing’s facilities, but the
works required for the de-characterization process may impact the geotechnical stability of certain upstream tailings
facilities, increasing the of risk of collapse of these structures especially during the first phases of this process. To
mitigate this risk, we have evacuated the downstream zones of the critical dams and we are building big physical barriers
(back-up dams) to contain the tailings in case of failure. To mitigate the risk of life losses, we are considering alternatives
to perform the works in these critical dams with remotely operated equipment and the design is being reviewed with
proper redundancy levels.

In 2022, B3/B4 Dam, for example, was removed from the most critical safety condition classification, as a result of the
lowering of the emergency level of such dam from 3 to 2 in 2022, due to the progress of the dam de-characterization,
with the removal of more than 50% of the tailings, which improved the stability conditions of the dam. Also, improved
safety conditions were achieved for eight geotechnical structures in Brazil that received stability condition declarations
in 2022, with the emergency level removed.

We also operate tailings dams in Canada, including compacted outer shell upstream dams. We are not planning to de-
characterize these upstream dams for the time being, since there are no safety, technical or regulatory reasons for doing
so. All of our dams in Canada have been built in accordance with engineering standards of the Canadian Dam
Association. Legacy dams that pre-date these standards are being upgraded accordingly through a comprehensive
program of dam rehabilitation and buttressing.

Our joint venture Samarco Mineração S.A. (“Samarco”) owns two upstream tailings dams, both inactive and in
compliance with the currently approved design. After the collapse of Samarco’s Fundão dam in 2015, emergency works
were performed, in order to ensure the stability required and comply with the applicable regulation. In February 2022,
Samarco entered into an agreement (termo de compromisso) with the state of Minas Gerais, regulatory agencies and
state and federal public prosecutors, establishing a new schedule and reinforcing its commitment to eliminate upstream
structures in Brazil. Samarco is gradually reviewing its closure plan and long-term monitoring, defined as part of the
de-characterization of both structures, which will be carried out in accordance with applicable regulations.

Our investee Mineração Rio do Norte S.A. owns 24 tailings dams and two small sediment dams, of which 18 tailings
dams are active and six are inactive, and two small sediment dams are inactive. The two upstream dams in such portfolio
(SP-6 and SP-2/3) are inactive and have ongoing de-characterization plans, as well as TP-1, SP-1 and SP-9A reservoirs.

16 | VALE ANNUAL REPORT FORM 20-F


BUSINESS OVERVIEW

Governance measures – Independent Ad Hoc Advisory Committee to the Board of Directors. In April 2021, the
Independent Ad Hoc Consulting Committee for Dam Safety (“CIAE-SB”), created immediately after the dam collapse,
completed its work, and provided its final report to our Board of Directors. We continue with our work on dam safety,
now conducted by the Independent Tailings Review Board (“ITRB”), composed by the former CIAE-SB members, among
others, in line with the best international practices and with the Global Standard of the Tailings Management Industry.
We have developed action plans to address all CIAE-SB recommendations, which are regularly assessed in a multiple
layer system and delays must be justified and approved by senior leadership. We completed 82% of the actions plans
and are planning to complete the other 18% until 2024.

Monitoring and precautionary measures. We have been closely monitoring our active and inactive dams. Among
other measures to improve our Tailings and Dam Management System (“TDMS”), we have dedicated teams with
enhanced governance and revised processes and standards. We have created three Geotechnical Monitoring Centers
(“GMC”) since 2019, to continuously monitor the dams and to collect information for better decision making. These
three GMCs are responsible for monitoring all the critical structures in Ferrous and Energy transition metals Brazil
operations 24 hours per day and 7 days per week. We have implemented the most advanced technologies to monitor
our Tailings Storage Facilities (“TSF”) in the last years and now we are working to make the systems and infrastructure
more robust and reliable.

Under applicable Brazilian federal regulations, we must submit to the authorities a certification of stability (Stability
Condition Statement or “DCE”) from an independent expert for each of our dams. For 97 of our geotechnical structures
and back-up dams, the DCE must be submitted semi-annually, on March 31 and September 30 of each year. The
engineer of record is responsible for issue both DCEs as part of the Dam Safety Inspection process. In case we are
unable to comply with safety requirements for issuance of the DCE of a certain dam, we need to take certain emergency
actions based on the Emergency Action Plan for Mining Dam for such dam, which may include the suspension of related
operations, evacuation of the area surrounding the dam and removal of communities. The engineer of record is a
licensed professional engineer employed by an engineering firm and supported by a team of professionals, and that
oversees all aspects of a dam or TSF including construction, operation, design expansions or modifications and performs
periodic inspections to confirm that the structure or facility is performing and being operated according to the design
intent.

As of September 2022, our engineers of record had issued positive DCEs for 74 structures (67 structures in our iron
solutions operations and seven in our energy transition metals operations), of a total of 97 structures currently covered
by Brazilian legal policy. We did not obtain positive DCEs for 23 structures (all of them in our iron solutions operations).
We have a plan to reduce the number of structures without positive DCEs, including, in some cases, improving the
discharge capacity of the spillway, improving the geotechnical knowledge of the structure and its foundation and the
TSF de-characterization plan. We have also improved our Geotechnical Design Governance Model requiring mandatory
design review, internal technical gates and risk analysis for projects according to its classification in terms of severity,
complexity and investment.

Additional information on the status of DCEs and emergency levels of our structures is available on our ESG Portal, at
www.vale.com/esg. Information in our website is not incorporated by reference in this annual report on Form 20-F.

VALE ANNUAL REPORT FORM 20-F | 17


BUSINESS OVERVIEW

RESPONSES TO THE COLLAPSE OF SAMARCO’S TAILINGS DAM IN MINAS GERAIS

In November 2015, the Fundão tailings dam owned by our joint venture Samarco collapsed, releasing tailings
downstream, flooding certain communities and causing impacts on communities and the environment along the Doce
river. The collapse resulted in 19 fatalities and caused property and environmental damage to the affected areas.
Samarco is a joint venture equally owned by us and BHP Billiton Brasil Ltda. (“BHP Brasil”).

In June 2016, Samarco, us and BHP Brasil, in agreement with public authorities, created Fundação Renova, a
not-for-profit private foundation, to develop and implement (i) social and economic remediation and compensation
programs and (ii) environmental remediation and compensation programs in the region affected by the dam collapse.
Fundação Renova has been implementing 42 remediation programs established under the settlement agreements
entered into with public authorities, following the governance mechanisms established in these settlement agreements.
Fundação Renova must be funded by Samarco, but to the extent that Samarco is unable to fund, BHP Brasil and we
must ratably bear the funding requirements under the Framework Agreement.

As of December 2022, more than 409 thousand people along the Doce River basin received R$13.6 billion in total
indemnities and Emergency Financial Aid paid from Fundação Renova. Of this total, more than 74 thousand people
along the Rio Doce basin received R$9.1 billion in compensation paid via the Simplified Indemnity System, which was
implemented in 2020 and extended through a court decision to all locations along the Rio Doce and impacted estuarine
regions.

In 2022, following a court order, Fundação Renova resumed the payments of emergency subsistence aids and created
a negotiating table to resolve disputes in the reparation process and advance the agenda of the basic environmental
plan with proper consultation and participation of the communities in the decision-making process related to issues
that impact their lives, beliefs, institutions, spiritual values and land. On December 1, 2022, even after the execution of
an agreement by Fundação Renova approved by the court and which had been fulfilled by Fundação Renova, based on
public demonstrations of dissatisfaction by the indigenous communities of Espírito Santo, a conciliation hearing was
held to address the issues related to the indigenous communities, during which the court decided that we and the
indigenous communities would start a renegotiation process, scheduling conciliation hearings mediated by the judicial
expert chosen. The next conciliation hearing is expected happen in May 2023.

For a discussion of the funding of Fundação Renova and the impact on our financial statements, see Operating and
Financial Review and Prospects—Overview—Fundação Renova and Samarco Funding. For a discussion of the legal
proceedings resulting from the collapse of Samarco’s tailings dam, the settlement agreements we entered into with
public authorities and the creation of Fundação Renova, see Additional Information—Legal proceedings. For further
information on the actions taken by Fundação Renova, see http://www.vale.com (under English Version/Investors/ESG
Portal/Reparation/Renova Foundation). Information on our website is not incorporated by reference in this annual
report on Form 20-F.

Since the collapse of the Fundão dam, Samarco has been subject to extensive litigation and in a situation of financial
distress. Samarco has defaulted under some of its financing agreements and, in April 2021, Samarco filed for Judicial
Reorganization with the 2nd State Court for Corporate Matters of Belo Horizonte, to restructure, among other debts, its
financial debt.

In June 2021, Samarco filed its first reorganization plan. From February 2022 through March 2023, other reorganization
plans were submitted, but none of them has been approved by creditors. We expect that a creditors’ meeting to vote
on an alternative reorganization plan will occur on the second quarter of 2023. See Overview—Risk factors—Legal,
Political, Economic, Social and Regulatory Risks— Legal proceedings and investigations could have a material adverse
effect on our business and Information on the Company— Lines of Business—Other Investments—Samarco.

18 | VALE ANNUAL REPORT FORM 20-F


FORWARD-LOOKING STATEMENTS
This annual report contains statements that may constitute forward-looking statements. Many of those forward-looking
statements can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,”
“should,” “may,” “will,” “plan,” “intend,” “estimate,” “target,” “ambition,” “potential,” among others. Those statements
appear in a number of places and include statements regarding our intent, belief or current expectations with respect
to:

 trends in commodity prices, supply and demand for commodities;


 the future impact of competition and regulation;
 the exploration of mineral reserves and resources and development of mining facilities;
 the depletion and exhaustion of mines and mineral reserves and resources;
 the impact of the collapse of the tailings dam in Brumadinho in 2019, the collapse of Samarco’s tailings dam
in 2015, and related remediation measures on our operations, cash flows and financial position;
 the implementation of our dam de-characterization plan;
 the outcome of the various investigations, regulatory, governmental, uncertain tax treatments and legal
proceedings in which we are involved;
 the impact of the ongoing war in Ukraine and the economic sanctions imposed on Russia, and their impact on
the global economy, which are highly uncertain and difficult to predict;
 our direction and future operations;
 the implementation of our financing strategy and capital expenditure plans;
 the payment of dividends or interest on shareholders’ equity;
 compliance with financial covenants;
 industry trends, including the direction of prices and expected levels of supply and demand;
 the implementation of our principal operating strategies, including our potential participation in acquisition,
divestiture or joint venture transactions or other investment opportunities;
 our ability to comply with our ESG targets and commitments;
 the implementation of new technologies to mitigate operational risks or achieve our ESG targets and
commitments;
 other factors or trends affecting our financial condition or results of operations; and
 the factors discussed under Overview—Risk factors.

We caution you that forward-looking statements are not guarantees of future performance and involve risks and
uncertainties. Actual results may differ materially from those in forward-looking statements as a result of various factors.
These risks and uncertainties include factors relating to (i) economic, political and social issues in the countries in which
we operate, (ii) the global economy, (iii) commodity prices, (iv) financial and capital markets, (v) the mining and metals
businesses, which are cyclical in nature, and their dependence upon global industrial production, which is also cyclical,
(vi) regulation and taxation, (vii) operational incidents or accidents, and (viii) the high degree of global competition in
the markets in which we operate. For additional information on factors that could cause our actual results to differ from
expectations reflected in forward-looking statements, see Overview—Risk factors. Forward-looking statements speak
only as of the date they are made, and we do not undertake any obligation to update them in light of new information
or future developments. All forward-looking statements attributed to us or a person acting on our behalf are expressly
qualified in their entirety by this cautionary statement, and you should not place undue reliance on any forward-looking
statement.

VALE ANNUAL REPORT FORM 20-F | 19


RISK FACTORS
FINANCIAL RISKS
Lower cash flows, resulting from suspension of operations or decreased prices of our products, may adversely
affect our credit ratings and the cost and availability of financing.

The suspension of operations or a decline in the prices of our products may adversely affect our future cash flows, credit
ratings and our ability to secure financing at attractive rates. It may also negatively affect our ability to fund our capital
investments, including disbursements required to remediate and compensate damages resulting from the dam collapse
in Brumadinho, provide the financial assurances required to obtain licenses in certain jurisdictions, pay dividends and
comply with the financial covenants in some of our long-term debt instruments. See Operating and Financial Review
and Prospects—Liquidity and capital resources.

The prices for our products are subject to volatility, which may adversely affect our business.

Global prices for metals are subject to significant fluctuations and are affected by many factors, including actual and
expected global macroeconomic and political conditions, regional and sectorial factors, levels of supply and demand,
the availability and cost of substitutes, inventory levels, technological developments, regulatory and international trade
matters, investments by commodity funds and others and actions of participants in the commodity markets. Sustained
low market prices for the products we sell may result in the suspension of certain of our projects and operations,
decrease in our mineral reserves and resources, impairment of assets, and may adversely affect our cash flows, financial
position and results of operations. The price of our products could be subject to volatility in 2023 in case of measures
taken by the Chinese government to control the COVID-19 pandemic, the withdrawal of governmental benefits and
relief measures, geopolitical risk, and other macroeconomic factors.

Demand for our iron ore and nickel products depends on global demand for steel. Iron ore and iron ore pellets, which
together accounted for 80% of our 2022 net operating revenues from continuing operations, are used to produce
carbon steel. Nickel, which accounted for 15% of our 2022 net operating revenues from continuing operations, is used
mainly to produce stainless and alloy steels. The prices of different steel products and the performance of the global
steel industry are highly cyclical and volatile, and these business cycles in the steel industry affect demand and prices
for our products. In addition, vertical backward integration of the steel and stainless-steel industries and the use of
scrap could reduce the global seaborne trade of iron ore and primary nickel. The demand for copper is affected by the
demand for copper wire, and a sustained decline in the construction industry could have a negative impact on our
copper business. Copper products accounted for 4% of our 2022 net operating revenues from continuing operations.

We are mostly affected by movements in iron ore prices. For example, a price reduction of US$1 per dry metric ton unit
(“dmt”) in the average iron ore price would have reduced our operating income for the year ended December 31, 2022,
by approximately US$279 million. Average iron ore prices significantly changed in the last five years, from US$69.49 per
dmt in 2018, US$93.40 per dmt in 2019, US$108.87 per dmt in 2020, US$159.49 per dmt in 2021 and US$120.16 per
dmt in 2022, according to the average Platts IODEX (62% Fe CFR China). On January 21, 2023, the year-to-date average
Platts IODEX iron ore price was US$121.69 per dmt. See Operating and Financial Review and Prospects—Overview—
Major factors affecting prices.

Changes in exchange rates for the currencies in which we conduct operations could adversely affect our financial
condition and results of operations.

A substantial portion of our revenues, trade receivables and debt are denominated in U.S. dollars, and given that our
functional currency is the Brazilian real, changes in exchange rates may result in (i) losses or gains on our net U.S. dollar
denominated indebtedness and accounts receivable and (ii) fair value losses or gains on currency derivatives we use to
stabilize our cash flow in U.S. dollars. In 2022, we had net foreign exchange losses of US$398 million vs. net foreign
exchange gains of US$408 million in 2021. In addition, changing values of the Brazilian real, the Canadian dollar, the

VALE ANNUAL REPORT FORM 20-F | 20


RISK FACTORS

Indonesian rupiah, the Chinese yuan and other currencies against the U.S. dollar affects our results since a relevant
portion of our costs of goods sold is denominated in currencies other than the U.S. dollar, principally the real (42.3% in
2022) and the Canadian dollar (5.7% in 2022), while our revenues are mostly U.S. dollar denominated. We expect
currency fluctuations to continue to affect our financial income, expense and cash flow generation.

As of April 3, 2023, the U.S. dollar commercial selling rate published by the Central Bank was R$ 5.0762 per US$1.00,
which represents a 2.7% decrease as compared to the selling rate of R$5.2177 per US$1.00 as of December 31, 2022.
Significant volatility in currency prices, among other factors, may also result in disruption of foreign exchange markets,
which could limit our ability to transfer or to convert certain currencies into U.S. dollars and other currencies for the
purpose of making timely payments of interest and principal on our indebtedness. The central banks and governments
of the countries in which we operate may institute restrictive exchange rate policies in the future and impose taxes on
foreign exchange transactions.

Higher energy costs or energy shortages would adversely affect our business.

Costs of fuel oil, gas and electricity are a significant component of our cost of production, representing 6.8% of our
total cost of goods sold in 2022. To fulfill our energy needs, we rely on the following sources: oil by-products, which
represented 36.7% of total energy needs in 2022, coal (14.1%), electricity (30.2%), natural gas (16%) and other energy
sources (3%).

Electricity costs represented 3% of our total cost of goods sold in 2022. If we are unable to secure reliable access to
electricity at acceptable prices, we may be forced to curtail production or may experience higher production costs,
either of which would adversely affect our results of operations. We face the risk of energy shortages in the countries
where we have operations and projects, due to stress of infrastructure, high demand or weather conditions, such as
floods or droughts. Future shortages, and government efforts to respond to or prevent shortages, may adversely impact
the cost or supply of electricity for our operations.

GEOTECHNICAL RISKS
The collapse of a dam or other geotechnical structure may cause severe damages, including personal, property
and environmental damages.

We own a significant number of dams and other geotechnical structures. Some of our tailing’s storage facilities were
built using the upstream raising method, which may present higher stability risks, especially related to liquefaction. The
collapse of any of these structures could cause loss of life and severe personal, property and environmental damages,
as well as negative social impact, and could have adverse effects on our business and reputation, as evidenced by the
consequences of the dam collapse in Brumadinho and Samarco’s dam collapse in Mariana. Some of our joint ventures
and investees, including Samarco and Mineração Rio do Norte S.A., also own dams and similar structures, including
structures built using the upstream raising method.

Brazilian laws and regulations require us to de-characterize all our upstream dams on a specified timetable. We are still
determining the appropriate measures for the de-characterization of certain upstream dams in Brazil. The works related
to the de-characterization process may impact the geotechnical behavior of certain upstream tailings facilities, affecting
the risk of collapse of these structures. In extreme cases, this process, when associated with other conditions, may
contribute to the collapse of structures. The evacuation of the downstream zones of the critical dams, the construction
of physical barriers (back-up dams) to contain the tailings in case of failure and other safety measures we take may not
be sufficient to prevent damages and impact on communities.

As of the date hereof, we have concluded approximately 40% of our de-characterization plan. The elimination of 100%
of the dams in the de-characterization program is expected to be achieved by 2035, given the dams technical
characteristics, such as volumes of tailings contained. The implementation of the de-characterization plan will require
significant expenditures, and the de-characterization process may take a long time. As of December 31, 2022, our
provision for the conclusion of the de-characterization plan of our structures is US$3,378 million and of Samarco’s

VALE ANNUAL REPORT FORM 20-F | 21


RISK FACTORS

structure is US$197 million, and additional provisions may be recognized as a result of adjustments to the de-
characterization projects.

The collapse of our tailings dam in Brumadinho has adversely affected our business, financial condition and
reputation, and the overall impact of the dam collapse on us is still uncertain.

In January 2019, the dam collapse in Brumadinho resulted in 270 fatalities, in addition to personal, property and
environmental damages. See Overview—Business overview— Responses to the tailings dam collapse in Brumadinho. This
event has adversely affected and will continue to adversely affect our operations.

 Liabilities and legal proceedings. We continue to be a defendant in a number of legal proceedings and
investigations related to the dam collapse, including criminal investigations in Brazil and securities litigation
in the United States. Additional proceedings and investigations may be initiated in the future. Adverse results
in these proceedings may have a material adverse effect on our business and financial condition. See
Overview—Business overview— Responses to the Tailings Dam Collapse in Brumadinho and Additional
Information—Legal proceedings.
 Impact on our financial performance. The dam collapse had a significant impact on our financial
performance, which included reduced revenues due to the suspension of operations, increased expenditures
for assistance and remediation, impairments of fixed assets, provisions for costs of de-characterization,
restoration and recovery, and provisions for legal proceedings. See Operating and Financial Review and
Prospects—Overview—Tailings Dam Collapse in Brumadinho.
 Increase in production costs and capital investments. We have made investments and adjustments in our
operations and may need to make additional investments and adjustments to production processes, mitigate
the impact of suspended operations or comply with additional safety requirements. We may also have to use
alternative disposal methods to continue operating certain mines and plants, particularly those that rely on
tailings dams. These alternative methods may be more expensive or require significant capital investments in
our mines and plants. As a result, we expect our costs to increase, which may have a material adverse effect
on our business and financial condition.
 Additional regulation and restrictions on mining operations. Rules on mining activities and ancillary
activities, such as dam safety, have become stricter following the dam collapse in Brumadinho. Additional rules
may be approved. The licensing process for our operations has become longer and subject to more
uncertainties. Also, external experts may be reluctant to attest to the stability and safety of our dams, as a
result of increasing risks of liability. If any of our dams is unable to comply with the safety requirements or if
we are unable to obtain the required certification for any of our dams, we may need to suspend operations,
evacuate the area surrounding this dam, relocate communities and take other emergency actions. These
measures are costly, may adversely impact our business and financial condition and may cause further damage
to our reputation.
 Additional environmental impacts. The entire environmental consequences of the dam collapse in
Brumadinho remain uncertain, and additional damages may be identified in the future. Also, failure to
implement our de-characterization plan and measures to prevent further accidents could also lead to
additional environmental damages, additional impacts on our operations, and additional claims, investigations
and proceedings against us.
 Reserves and resources. New regulations applicable to dam licensing and operations have caused, and may
further cause, decreases in our reported reserves and resources or reclassification of proven reserves as
probable reserves.
 Increased cost of insurance. Our cost of insurance may rise, and we may not be able to obtain insurance for
certain risks.
 Settlement Agreements. Under the Integral Reparation Agreement and other settlement agreements, we
have agreed to establish a set of programs and activities to repair and compensate the damages caused by
the dam collapse in Brumadinho. These settlement agreements do not establish cap on our indemnification
obligations, and the frameworks for individual or group indemnifications do not prevent individuals or groups
from seeking alternative measures. For more information, see Additional Information—Legal Proceedings—
Legal Proceedings Related to the Dam Collapse in Brumadinho.

22 | VALE ANNUAL REPORT FORM 20-F


RISK FACTORS

OPERATIONAL RISKS
Our projects are subject to risks that may result in increased costs or delay in their implementation.

We are investing to maintain and further increase our production and logistics capabilities. We regularly review the
economic viability of our projects. As a result of this review, we may decide to postpone, suspend or interrupt the
implementation of certain projects. Our projects are also subject to a number of risks that may adversely affect our
growth prospects and profitability, including the following:

 We may not be able to obtain financing at attractive rates.


 We may encounter delays or higher than expected costs in obtaining the necessary equipment or services and
in implementing new technologies to build and operate a project.
 Our efforts to develop projects on schedule may be hampered by a lack of infrastructure, including reliable
telecommunications services and power supply.
 Suppliers and contractors may fail to meet their contractual obligations to us.
 We may face unexpected weather conditions or other force majeure events.
 We may fail to obtain or renew the required permits and licenses to build a project, or we may experience
delays or higher than expected costs in obtaining or renewing them.
 Changes in market conditions or regulations may make a project less profitable than expected at the time we
initiated work on it.
 There may be incidents during project implementation.
 We may face shortages of skilled personnel.

Operational problems could materially and adversely affect our business and financial performance.

Ineffective project management and operational breakdowns might require us to suspend or curtail operations, which
could generally reduce our productivity. Operational breakdowns could entail failure of critical plant and machinery.
There can be no assurance that ineffective project management or other operational problems will not occur. Any
damage to our projects or delays in our operations caused by ineffective project management or operational
breakdowns could materially and adversely affect our business and results of operations.

Our business is subject to a number of operational risks that may adversely affect our results of operations, such as:

 Unexpected weather conditions or other force majeure events.


 Adverse mining conditions delaying or hampering our ability to produce the expected quantity of minerals
and to meet specifications required by customers, which can trigger price adjustments.
 Accidents or incidents involving our mines, industrial facilities and related infrastructure, such as dams, plants,
railway and railway bridges, ports and ships.
 Delays or interruptions in the transportation of our products, including with railroads, ports and ships.
 Tropical diseases, viral outbreaks such as the coronavirus, and other contagious diseases in regions where
some of our operations or projects are located, which pose health and safety risks to our employees.
 Labor disputes that may disrupt our operations from time to time.
 Changes in market conditions or regulations may affect the economic prospects of an operation and make it
inconsistent with our business strategy.
 Failure to obtain the renewal of required permits and licenses, or delays or higher than expected costs in
obtaining them.
 Disruptions to or unavailability of critical information technology systems or services resulting from accidents
or malicious acts.
 Modern slavery, child labor, and child sexual exploitation among other human rights violations related to our
activities or supply chain may also affect our business and operations.

Our business could be adversely affected by the failure or unavailability of certain critical assets or infrastructure.

VALE ANNUAL REPORT FORM 20-F | 23


RISK FACTORS

We rely on certain critical assets and infrastructure to produce and to transport our products to our customers. These
critical assets include mines, industrial facilities, ports, railways, roads and bridges. The failure or unavailability of any
critical asset, whether resulting from natural events or operational issues, could have a material adverse effect on our
business.

Substantially all of our iron ore production from the Northern System is transported from Carajás, in the Brazilian state
of Pará, to the port of Ponta da Madeira, in the Brazilian state of Maranhão, through the Carajás railroad (“EFC”). Any
interruption of the Carajás railroad or of the port of Ponta da Madeira could significantly impact our ability to sell our
production from the Northern System. With respect to the Carajás railroad, there is particular risk of interruption at the
bridge over the Tocantins River, in which the trains run on a single line railway. In the port of Ponta da Madeira, there
is particular risk of interruption at the São Marcos access channel, a deep-water channel that provides access to the
port. Also, any failure or interruption of our long-distance conveyor belt used to transport our iron ore production from
the S11D mine to the beneficiation plant, could adversely impact our operations at the S11D mine.

We may not have adequate insurance coverage for some risks.

Our businesses are generally subject to a number of risks and hazards, which could have impact on people, assets and
the environment. The insurance we maintain against risks that are typical in our business may not provide adequate
coverage. Insurance against some risks (including liabilities for environmental damages, damages resulting from dams
breaches, spills or leakage of hazardous substances and interruption of certain business activities) may not be available
at a reasonable cost, or at all. Even when it is available, we may self-insure where we determine that is more
cost-effective to do so. As a result, accidents or other negative developments involving our mining, production or
transportation facilities may not be covered by insurance and could have a material adverse effect on our operations.

Labor disputes may disrupt our operations from time to time.

A substantial number of our employees, and some of the employees of our subcontractors, are represented by labor
unions and are covered by collective bargaining or other labor agreements, which are subject to periodic negotiation.
Strikes and other labor disruptions at any of our operations could adversely affect the operation of facilities and the
timing of completion and cost of our capital projects. For more information about labor relations, see Management and
Employees—Employees. Moreover, we could be adversely affected by labor disruptions involving unrelated parties
suppliers that may provide us with goods or services.

STRATEGIC RISKS
Geopolitical tensions and military hostilities, including the ongoing military conflict between Russia and Ukraine,
and the economic sanctions imposed as a result of such conflicts may materially adversely impact our business.

Our business is subject to external risk factors related to our global operations and the global profile of our client
portfolio and supply chains. U.S. and global markets are experiencing volatility and disruption following the escalation
of geopolitical tensions, in particular, in connection with the military conflict between Russia and Ukraine.

The resulting economic sanctions imposed by the United States, the European Union, the UK and other countries as a
direct consequence of this conflict may continue to significantly impact supply chains, lead to market disruptions
including significant volatility in commodities’ prices, and bring heightened near-term uncertainty to the global financial
system, including through instability of credit and of capital markets. These factors may have impacts on our production
and sales, result in additional costs and expenses, and eventually adversely impact our financial conditions or results of
operations.

Any further escalation of the Russia-Ukraine conflict could lead to other additional impacts which may adversely affect
our business, such as disruption of international trade flows, extreme market pricing volatility, with particular impact on
the energy sector, industrial and agricultural supply chains, shipping, and regulatory and contractual uncertainty, and
increased geopolitical tensions around the world. These factors could disrupt the global markets in ways that are difficult
to predict and estimate in advance as to their potential impact on our business, financial position, or operational results.

24 | VALE ANNUAL REPORT FORM 20-F


RISK FACTORS

Our business is exposed to the cyclicality of global economic activity and requires significant investments of
capital.

As a mining company, we are a supplier of industrial raw materials. Industrial production is cyclical and volatile, which
affects demand for minerals and metals. At the same time, investment in mining requires a substantial amount of funds
in order to replenish reserves and resources, expand and maintain production capacity, build infrastructure, preserve
the environment, prevent fatalities and occupational hazards and minimize social impacts. Sensitivity to industrial
production, together with the need for significant long-term capital investments, are important sources of risk for our
financial performance and growth prospects.

We may not be able to adjust production volume in a timely or cost-efficient manner in response to changes in demand.
Lower utilization of capacity during periods of weak demand may expose us to higher unit production costs since a
significant portion of our cost structure is fixed in the short-term due to the capital intensity of mining operations. In
addition, efforts to reduce costs during periods of weak demand could be limited by labor regulations or previous labor
or government agreements. Conversely, during periods of high demand, our ability to rapidly increase production
capacity is limited, which could prevent us from meeting demand for our products. We may be unable to complete
expansions and greenfield projects in time to take advantage of rising demand for iron ore, nickel or other products.
When demand exceeds our production capacity, we may meet excess customer demand by purchasing iron ore fines,
iron ore pellets or nickel from third parties processing and reselling it, which would increase our costs and narrow our
operating margins. If we are unable to satisfy excess customer demand in this way, we may lose customers. In addition,
operating close to full capacity may expose us to higher costs, including demurrage fees due to capacity restraints in
our logistics systems.

Adverse economic developments in China could have a negative impact on our revenues, cash flow and
profitability.

China has been the main driver of global demand for minerals and metals over recent decades. In 2022, Chinese demand
represented 75% of global demand for seaborne iron ore, 59% of global demand for nickel and 54% of global demand
for copper. The percentage of our net operating revenues attributable to sales to customers in China was 50% in 2022.
Therefore, any contraction of China’s economic growth or change in its economic profile, or changes in the political or
sanctions environment globally could result in lower demand for our products, leading to lower revenues, cash flow
and profitability. Underperformance in the Chinese real estate and infrastructure sectors, the largest consumer of carbon
steel in China, would also negatively impact our results. COVID-19-related and other pandemic control measures, such
as shutdowns resulting from localized outbreaks, could potentially impact the industrial activity and supply chain.

Development of new battery technologies using less nickel may impact the demand of our nickel products.

Global demand for metal for batteries is subject to evolving battery chemistry technologies, which are affected by many
factors, including cost, performance, safety, material availability, and consumer preferences, as well as governmental
regulation. Sustained production and consumption of non-nickel battery chemistries from end-use demand markets
could result in lower nickel demand, reduced prices, postponements of certain projects, and a decrease in production
levels. Competitive products in the market have existed for years and with end-use customers, particularly electric
vehicle original equipment manufacturer, increasingly adopting a broad and efficient portfolio of battery chemistries.
New battery technologies could overtake current technologies, including nickel-based chemistries, having a negative
impact in our nickel business.

Development of low carbon emission technologies that reduce or dismiss the usage of high-quality ores may
increase the demand for low grade iron ore and could impact the value of our iron ore products.

Decarbonization requires reducing CO2 emissions. New technologies in iron and steel sector are being developed to
reduce and deliver net zero emissions. Due to their characteristics, such technologies can demand a variety of iron ore
grades according to each process. Technologies that can allow the competitive use of lower grade iron ores could
reduce the relative value in use of our higher-grade portfolio and have a negative impact on the demand and premium

VALE ANNUAL REPORT FORM 20-F | 25


RISK FACTORS

of our iron ore products. We continue to monitor disruptive technologies and market trends to deliver appropriate
supply answers.

Our business could be adversely affected by the performance of our counterparties, contractors, joint venture
partners or joint ventures we do not control.

Customers, suppliers, contractors, financial institutions, joint venture partners and other third parties may fail to perform
existing contracts and obligations, which may unfavorably impact our operations and financial results. The ability of
these third parties to perform their obligations may be adversely affected in times of financial stress and economic
downturn.

Important parts of our iron ore, pelletizing, nickel, copper, energy and other businesses are held through joint ventures.
This may reduce our degree of control, as well as our ability to identify and manage risks. Our forecasts and plans for
these joint ventures and consortia assume that our partners will observe their obligations to make capital contributions,
purchase products and, in some cases, provide skilled and competent managerial personnel. If any of our partners fails
to observe its commitments, the affected joint venture or consortium may not be able to operate in accordance with
its business plans, or we may have to increase the level of our investment to implement these plans.

Some of our investments are controlled by partners or have separate and independent management. These investments
may not fully comply with our standards, controls and procedures, including our health, safety, environment and
community standards. Failure by any of our contractors, partners or joint ventures to adopt adequate standards, controls
and procedures could lead to higher costs, reduced production or environmental litigation, health and safety incidents
or accidents, which could adversely affect our results and reputation.

HEALTH, SAFETY, ENVIRONMENTAL AND SOCIAL RISKS


Our business is subject to environmental, health, safety and human rights incidents.

The viability of our business is intrinsically connected to the well-being of the environment, workers and communities
in which we operate.

Our activities involves the use, handling, storage, discharge and disposal of hazardous substances into the environment
and the use of natural resources, resulting in significant risks and potential adverse impacts on people and the
environment, including fire, explosion, toxic gas leaks, spilling or seepages of polluting substances or other hazardous
materials, rockfalls, incidents involving dams, failure of other operational structures, as well as activities involving mobile
equipment, vehicles or machinery and other potentially fatal incidents. Incidents may occur due to deficiencies in
identifying and assessing risks or in implementing sound risk management, and once these risks materialize, they could
result in significant environmental and social impacts, human rights violations, damage to or destruction of mines or
production facilities, personal injury, illness and fatalities, involving employees, contractors or community members near
our operations, as well as delays in production, monetary losses and possible legal liability. Additionally, our employees
may be exposed to tropical and contagious diseases that may affect their health and safety, and we have corporate
guidelines to mitigate these risks. Notwithstanding our standards, policies, controls and monitoring procedures, our
operations remain subject to incidents that could adversely impact our business, stakeholders, reputation or violate
human rights.

Our business may be adversely affected by social, environmental and health and safety regulation, including
regulations pertaining to climate change.

Nearly all aspects of our activities, products and services associated with capital projects and operations, including mine
closure activities, around the world are subject to social, environmental and health and safety regulations, which may
expose us to increased liability or increased costs. These regulations require us to have environmental licenses, permits
and authorizations for our operations and projects, and to conduct environmental and social impact assessments,
including a hazard identification and risk analysis, in order to get approval for our projects and permission for initiating

26 | VALE ANNUAL REPORT FORM 20-F


RISK FACTORS

construction and continuing operating. Significant changes to existing operations are also subject to these
requirements.

In connection with our authorizations, licenses and permits, we may be subject to restrictions relating to the operation
and maintenance of dams, protection of indigenous people, protection of caves, fauna and flora, climate change, among
others, which may require us to limit or modify our mining plans, having an impact on our production volumes, costs
and reserves and resources. For more information on our mining concessions and other similar rights, see Information
on the Company—Regulatory matters. Difficulties in obtaining or renewing permits may lead to construction delays,
cost increases, and may adversely impact our production volumes. Social, environmental and health and safety
regulations also impose standards, procedures, monitoring and operational controls on activities relating to mineral
research, mining, beneficiation, pelletizing activities, railway and marine services, ports, de-characterization,
decommissioning, mine closure activities, distribution and marketing of our products. Such regulation may give rise to
significant costs and liabilities. Litigation and legal and regulatory uncertainties relating to these or other related matters
may adversely affect our financial condition or cause harm to our reputation.

Social, environmental and health and safety regulations in many countries in which we operate have become stricter in
recent years, and it is possible that more regulation or more stringent enforcement of existing regulations will adversely
affect us by imposing restrictions on our activities, products, and assets, creating new requirements for the issuance or
renewal of environmental licenses and labor authorizations, resulting in licensing and operation delays, raising our costs
or requiring us to engage in expensive reclamation efforts. All these factors may affect our practices and result in costs
or expense increase, require us to new capital expenditures, restrict or suspend operations, write down or write off
assets or reserves and resources.

For a discussion of the rules relating to licensing and operations of dams following the tailings dam collapse in
Brumadinho, see Information on the Company—Regulatory matters—Brazilian regulation of mining dams. For a
discussion of the rules relating to the protection of caves in Brazil, which may require us to limit or modify our mining
plans from time to time, see Information on the Company—Regulatory matters. For a discussion of national policies and
international regulations regarding climate change, which may affect a number of our businesses in various countries,
see Information on the Company—Regulatory matters—Environmental regulations. For a discussion of the 2020
regulatory initiatives of Standard of the International Maritime Organization (“IMO”) prohibiting high sulfur fuel oil, as
well as IMO’s goals on greenhouse gas reductions in the industry, see Information on the Company—Regulatory
matters—Environmental regulations.

Natural disasters may cause severe damage to our operations and projects in the countries where we operate
and may have a negative impact on our sales to countries affected by such disasters.

Natural disasters, such as windstorms, droughts, floods, earthquakes and tsunamis may adversely affect our operations,
projects and people in the countries where we operate and may cause a contraction in sales to countries adversely
affected due to, among other factors, power outages and the destruction of industrial facilities and infrastructure. The
physical impact of climate change on our business has been assessed based on both Task Force on Climate-related
Financial Disclosures recommendations and "Vale Climate Forecast", our in-house developed methodology. We have
found, so far, that we are likely to experience changes in rainfall patterns, increased temperatures, floods, droughts,
water shortages, sea level rising, increased incidence and intensity of atmospheric discharges (lightning), which may
adversely affect our operations, employees, contractors and community members. On some occasions in recent years,
we have determined that force majeure events have occurred because of the effect of severe weather on our mining
and logistics activities.

Our financial condition, results of operations, cash flows, and competitive position could be materially adversely
impacted by pandemics, epidemics, or disease outbreaks, such as the COVID-19 pandemic.

Disruptions caused by pandemics, epidemics or disease outbreaks, such as COVID-19, could materially adversely impact
our financial condition, results of operations, cash flows, and competitive position, particularly as it relates to rising costs
and supply chain delays and disruptions. Measures taken by governmental authorities in response to such events may

VALE ANNUAL REPORT FORM 20-F | 27


RISK FACTORS

also impact our business, including upon restrictions to our operations, lockdowns, shutdowns, reduced inspections,
assessments and authorizations, among other difficulties. We cannot predict when and if any such events will occur and
evolve, neither their scope and duration, and therefore cannot estimate the potential impact in our financial condition,
results of operations, cash flows and competitive position.

Disagreements with local communities could adversely impact our business and reputation.

Disputes with communities where we operate may arise from time to time. Incidents involving mines, industrial facilities
and related infrastructure, such as the collapse of the tailings dam in Brumadinho, may significantly impact the
communities where we operate. In some instances, our operations and mineral reserves and resources are located on
or near lands owned or used by indigenous peoples, traditional communities or other groups of stakeholders. Some of
our mining and other operations are located in territories where title may be subject to disputes or uncertainties, or in
areas claimed for agriculture or land reform purposes, which may lead to disagreements with landowners, organized
social movements, local communities and the government. In some jurisdictions, we may be required to consult and
negotiate with these groups as part of the process to obtain licenses required to operate, to mitigate impact on our
operations or to obtain access to their lands. Disagreements or disputes with local communities and groups, including
indigenous peoples, traditional communities, organized social movements and local communities, could cause delays
in obtaining licenses, increases in planned budget, delays or interruptions to our operations. These issues may adversely
affect our reputation or hamper our ability to develop our reserves and resources and conduct our operations. In
addition, difficulties in the engagement with stakeholders in social, environmental, and health and safety aspects of the
mine closure process may adversely impact our business and reputation. See Information on the Company—Regulatory
matters and Additional Information—Legal proceedings.

CYBER RISKS
Failures in our cybersecurity controls, information technology, operational technology and telecommunications
systems may adversely affect our business and reputation.

We rely heavily on cybersecurity controls, information technology, operational technology and telecommunications
systems for the operation of many of our business processes. Failures in those controls and systems, whether caused
by obsolescence, technical failures, negligence, accident or cyber-attacks, may result in the disclosure or theft of
sensitive information, loss of data integrity, misappropriation of funds and disruptions to or interruption in our business
operations, and impact our ability to disclose financial results. We have been in the past and may be in the future the
target of attempts to gain unauthorized access to information technology and operational technology systems through
the internet, including sophisticated and coordinated attempts often referred to as advanced persistent threats.
Disruption of critical cybersecurity controls, information technology, operational technology, or telecommunications
systems, as well as data breaches, may harm our reputation and have a material adverse effect on our operational
performance, earnings and financial condition.

We are subject to laws and regulations relating to data protection and data privacy, including the European Union’s
General Data Protection Regulation (“GDPR”) and Brazilian Lei Geral de Proteção de Dados (“LGPD”). Any noncompliance
with those laws and regulations could result in proceedings or actions against us, the imposition of fines or penalties
or damage to our reputation, which could have an adverse effect on us and our business, reputation and results of
operations.

LEGAL, POLITICAL, ECONOMIC, SOCIAL AND REGULATORY RISKS


Legal proceedings and investigations could have a material adverse effect on our business.

We are involved in legal proceedings in which adverse parties have sought injunctions to suspend certain of our
operations or claimed substantial amounts against us. Under Brazilian law, a broad range of conduct that could be
considered to be in violation of Brazilian environmental, labor or tax laws can be considered criminal offenses.
Accordingly, our executive officers, employees and, in certain cases, we and our subsidiaries could be subject to criminal
investigations and criminal proceedings in connection with allegations of violation of environmental, labor or tax laws,

28 | VALE ANNUAL REPORT FORM 20-F


RISK FACTORS

and we or our subsidiaries could be subject to criminal investigations and criminal proceedings in connection with
allegations of violation of environmental laws and human rights.

Defending ourselves in these legal proceedings may be costly and time consuming. Possible consequences of adverse
results in some legal proceedings include suspension of operations, payment of significant amounts, triggering of
creditor remedies and damage to our reputation, which could have a material adverse effect on our results of operations
or financial condition. See Additional Information—Legal proceedings.

In addition to the investigations and legal proceedings relating to the dam collapse in Brumadinho, as a shareholder of
Samarco, we also face the consequences of the failure of the Fundão tailings dam in November 2015. We are involved
in multiple legal proceedings and investigations relating to the collapse of the Fundão tailings dam. Tax authorities or
other creditors of Samarco may attempt to recover from us amounts due by Samarco, if Samarco is unable to fulfill its
obligations or is unable to restructure its debt. Failure to contain the remaining tailings in Samarco’s dams could cause
additional environmental damages, additional impacts on our operations, and additional claims, fines and proceedings
against Samarco and against us. We have been funding Fundação Renova to support certain remediation measures
undertaken by Samarco. If Samarco is unable to generate sufficient cash flows to fund the remediation measures
required under these agreements, we will be required to continue funding these remediation measures. If the financial
creditors of Samarco manage to approve a plan proposed by them under the judicial reorganization proceeding of
Samarco, such plan may exceed the applicable legal requirements and impose (a) new obligations to us, including those
related to the payment of Samarco’s debt and the funding of its activities, as well as the offset of the debts owed by
Samarco to its shareholders, and (b) a mandatory dilution of the equity interest held by us in Samarco. See Overview—
Business overview—Responses to the Collapse of Samarco’s Tailings Dam in Minas Gerais and Additional Information—
Legal proceedings.

Political, economic and social conditions in the countries in which we have operations projects, customers or
suppliers, could adversely impact our business.

Our financial performance may be negatively affected by regulatory, political, economic and social conditions in
countries in which we have significant operations or projects. In many of these jurisdictions, we are exposed to various
risks such as political instability, bribery, cyber-attacks, extortion, corruption, robbery, sabotage, kidnapping, civil strife,
human rights violation, acts of war, guerilla activities, piracy in international shipping routes and terrorism. These issues
may adversely affect the economic and other conditions under which we operate in ways that could have a materially
negative effect on our business.

In Brazil, where a significant part of our operations is concentrated, the federal government’s economic policies may
have important effects on Brazilian companies, including us, and on market conditions and prices of securities of
Brazilian companies. Our financial condition and results of operations may be adversely affected, for instance, by the
following factors and the Brazilian federal government’s response to these factors:

 exchange rate movements and volatility;


 inflation and high interest rates;
 financing of the current account deficit;
 liquidity of domestic capital and lending markets;
 tax policy;
 pension, tax and other reforms;
 political instability resulting from allegations of corruption involving political parties, elected officials or other
public officials; and
 other political, diplomatic, social and economic developments in or affecting Brazil.

Historically, the country’s political situation has influenced the performance of the Brazilian economy, and political crises
have affected the confidence of investors and the general public, which resulted in economic deceleration, downgrading
of credit ratings of the Brazilian government and Brazilian issuers, and heightened volatility in the securities issued
abroad by Brazilian companies. Political instability may aggravate economic uncertainties in Brazil and increase volatility

VALE ANNUAL REPORT FORM 20-F | 29


RISK FACTORS

of securities of Brazilian issuers. Future economic, social and political developments in Brazil may impair our business,
financial condition or results of operations, or cause the market value of our securities to decline.

Our governance, internal controls and compliance processes may fail to prevent breaches of legal, regulatory
accounting, ethical or governance standards.

We operate in a global environment, and our activities extend over multiple jurisdictions and complex regulatory
frameworks, with increasing enforcement activities worldwide. We are required to comply with a wide range of laws
and regulations in the countries where we operate or do business, including anti-corruption, international sanctions,
anti-money laundering and related laws and regulations. Our governance and compliance processes, which include the
review of internal control over financial reporting, may not timely identify or prevent future breaches of legal, regulatory,
accounting, governance or ethical standards. We may be subject to breaches of our code of conduct, anti-corruption
policies, human rights policies or other internal policies, or breaches of business conduct protocols and to instances of
fraudulent behavior, corrupt practices and dishonesty by our employees, contractors or other agents. This risk is
heightened by the fact that we have a large number of contracts with local and foreign suppliers, as well as by the
geographic distribution of our operations and the wide variety of counterparties involved in our business. Our failure
to comply with applicable laws and other standards could subject us to investigations by authorities, litigation, fines,
loss of operating licenses, disgorgement of profits, involuntary dissolution and reputational harm.

We could be adversely affected by changes in government policies or by trends such as resource nationalism,
including the imposition of new taxes or royalties on mining activities.

Mining is subject to government regulation, including taxes and royalties, which can have a significant financial impact
on our operations. In the countries where we are present, we are subject to potential renegotiation, nullification or
forced modification of existing contracts and licenses, expropriation or nationalization of property, foreign exchange
controls, capital ownership requirements, changes in local laws, regulations and policies and audits and reassessments.
We are also subject to new taxes or raising of existing taxes and royalty rates, reduction of tax exemptions and benefits,
renegotiation of tax stabilization agreements or changes on the basis on which taxes are calculated in a manner that is
unfavorable to us. Governments that have committed to provide a stable taxation or regulatory environment may alter
those commitments or shorten their duration. We also face the risk of having to submit to the jurisdiction of a foreign
court or arbitration panel or having to enforce a judgment against a sovereign nation within its own territory. See
Information on the Company—Regulatory matters—Royalties and other taxes on mining activities.

We are also required to meet domestic beneficiation requirements in certain countries, such as local processing rules,
export taxes or restrictions or charges on unprocessed ores. The imposition of or increase in such requirements, taxes
or charges can significantly increase the risk profile and costs of operations in those jurisdictions. We and the mining
industry are subject to rising trends of resource nationalism in certain countries in which we operate that can result in
constraints on our operations, increased taxation or even expropriations and nationalizations.

As a supplier of iron ore, nickel and other raw materials to the global integrated steel industry and to other metal-
consuming sectors such as battery production and other specified, industrial end-uses we are subject to additional risk
from the imposition of duties, tariffs, import and export controls and other trade barriers impacting our products and
the products our customers produce. Global trade is subject to a growing trend of increased trade barriers, which could
exacerbate commodities’ price volatility and in turn result in instability in the prices of our products.

Concessions, authorizations, licenses and permits are subject to expiration, limitation on renewal and various
other risks and uncertainties.

Our operations depend on authorizations, concessions and licenses from governmental regulatory agencies and other
authorities in the countries in which we operate. We are subject to laws and regulations in many jurisdictions that can
change at any time, and changes in laws and regulations may require modifications to our technologies and operations
and result in unanticipated capital expenditures.

30 | VALE ANNUAL REPORT FORM 20-F


RISK FACTORS

Some of our mining concessions are subject to fixed expiration dates and might only be renewed a limited number of
times for a limited period. Apart from mining concessions, we may need to obtain various authorizations, licenses and
permits from governmental or other regulatory bodies in connection with the planning, maintenance, operation and
closure of our mines and related logistics infrastructure, which may be subject to fixed expiration dates or periodic
review or renewal. There is no assurance that renewals will be granted as and when sought, and there is no assurance
that new conditions will not be imposed in connection with renewal. Fees for mining concessions might increase
substantially due to the passage of time from the original issuance of each individual exploration license. If so, the costs
of holding or renewing our mining concessions may render our business objectives not viable. Accordingly, we need to
continually assess the mineral potential of each mining concession, particularly at the time of renewal, to determine if
the costs of maintaining the concession are justified by the results of operations to date, and we might elect to let some
of our concessions lapse. There can be no assurance that concessions will be obtained on terms favorable to us, or at
all, for our future intended mining or exploration targets.

In a number of jurisdictions where we have exploration projects, we may be required to retrocede to the state a certain
portion of the area covered by the exploration license as a condition to renewing the license or obtaining a mining
concession. This requirement can lead to a substantial loss of part of the mineral deposit originally identified in our
feasibility studies.

We are also subject to laws and regulations and acts by authorities, related to dams, caves, indigenous people that may
limit or modify our mining plans, impact our production volumes, costs and reserves and resources. For more
information on mining concessions and other similar rights, see Information on the Company—Regulatory matters.

Changes in Brazilian fiscal policies and tax laws could have an adverse effect on our financial condition and
results and on investments in our securities.

The Brazilian government has frequently implemented and may continue to implement changes in its fiscal policies,
including, but not limited to tax rates, fees, sectoral charges and occasionally the collection of temporary contributions.
Changes in tax laws and in the interpretation of tax laws by Brazilian tax authorities and courts may occur and may
result in tax increases and revocation of tax exemptions. Brazilian legislators are currently debating a comprehensive
tax reform, which may include the elimination or unification of certain taxes, the creation of new taxes, the increase of
existing taxes and contribution rates, the revocation of income tax exemptions on the distribution of profits and
dividends and changes relating to interest on net equity. The approval of these legislative proposals or changes in fiscal
policies, tax laws and interpretations may impact our tax obligations and may have a material adverse effect on our
financial condition and results, and on investments in our securities.

CULTURE AND TALENT MANAGEMENT RISKS


Our performance and ability to achieve our ambitions and to maintain our competitive position is dependent on
our culture and our capacity to attract, develop and retain skilled and experienced talented professionals.

Since 2019, we have been promoting a transformation of our culture, which we believe is fundamental to the
implementation of our business strategy and our ambitions. Our ability to attract, develop and retain experienced and
talented professionals is also dependent on this corporate culture transformation. If we fail to achieve our culture
transformation goals and to attract, develop and retain talents, our reputation, performance and competitive position
may be adversely impacted.

MINERAL RESERVES AND MINERAL RESOURCES RISKS


Our mineral reserve and resource estimates may materially differ from the volume of materials that we are
actually able to recover; our estimates of mine life may prove inaccurate; more stringent regulations, market
price fluctuations and changes in operating and capital costs may render certain mineral reserves and resources
uneconomical to mine; and we may not be able to replenish our mineral reserves.

VALE ANNUAL REPORT FORM 20-F | 31


RISK FACTORS

There are numerous uncertainties inherent in estimating quantities of mineral resources and mineral reserves in
projecting potential future rates of mineral production, including factors beyond our control. Reduction in our mineral
resources and mineral reserves may affect our future production and cash generation, impact depreciation and
amortization rates, and result in asset write-downs or write-offs, which may have an adverse effect on our financial
performance.

Below are the key risks relating to our mineral resources and mineral reserves:

 Reporting and estimates of mine life involves estimating deposits of minerals that cannot be measured in an
exact manner, and the accuracy of any estimate is a function of the quality of available data, engineering,
market prices of minerals and metals, more stringent regulations, costs estimates, investments, geotechnical
analysis, geological interpretation and judgment. No assurance can be given that the indicated amount of ore
will be recovered or that it will be recovered at the rates we anticipate. We review our mineral resources and
reserves estimates from time to time in light of updated information and changes in regulatory framework
(including conditions imposed by environmental laws and regulations), which may result in a reduction of our
reported mineral resources and mineral reserves. See Information on the Company—Reserves and Resources
and —Regulatory Matters.
 Difficulties or the inability to obtain licenses for new operations, supporting structures or activities (such as
dams), or to renew our existing licenses, can cause a reduction of our mineral resources that could be converted
into mineral reserves.
 Once mineral deposits are discovered, it can take several years from the initial phases of drilling until
production is possible, during which the economic feasibility of production may change. If a project proves
not to be economically feasible by the time we are able to exploit it, we may incur substantial losses and be
obliged to take write-downs or at least to downgrade its mineral reserves into mineral resources categories.
In addition, potential changes or complications involving metallurgical and other technological processes
arising during the life of a project may result in delays and cost overruns that may render the project not
economically feasible by the time of the reporting.
 We engage in mineral exploration, which is highly uncertain in nature, involves many risks and frequently is
non-productive. Our exploration programs, which involve significant expenditures, may fail to result in the
mineral resources definition suitable for expansion or replacement of mineral reserves depleted by current
production. If we do not develop new mineral resources and reserves, we will not be able to sustain our current
level of production beyond the remaining lives of our existing mines.
 Mineral reserves are gradually depleted in the ordinary course of a given open pit or underground mining
operation. As mining progresses, distances to the primary crusher and to waste deposits become longer, pits
become steeper, mines may move from being open pit to underground, and underground operations become
deeper. In addition, for some types of deposits, mineralization grade decreases and hardness increases at
greater depths. As a result, over time, we usually experience rising unit extraction costs with respect to each
mine, or we may need to make additional investments, including adaptation or construction of processing
plants and expansion or construction of tailings dams. Several of our mines have been operating for long
periods, and we will likely experience rising extraction costs per unit in the future at these operations in
particular.

CORPORATE STRUCTURE RISKS


The Brazilian Government has certain veto rights.

The Brazilian government owns 12 of our golden shares, granting it limited veto power over certain company actions,
such as changes to our name, the location of our headquarters and our corporate purpose as it relates to mining
activities. For a detailed description of the Brazilian government’s veto powers, see Additional information—Bylaws—
Common shares and golden shares.

We do not have a controlling shareholder or control group and we are subject to certain risks as a result.

32 | VALE ANNUAL REPORT FORM 20-F


RISK FACTORS

Since 2020, we do not have a controlling shareholder or a control group that hold rights that permanently ensure it the
majority of votes in the resolutions of the general shareholders' meeting and the power to elect the majority of the
members of our Board of Directors. In the absence of a controlling shareholder or controlling group, the minimum
quorum required by law for certain decisions at shareholders’ meetings may not be reached in respect of certain
matters, which could adversely affect our business. We are also exposed to shareholder activism, with shareholder
groups seeking to cause us to take actions that may not be consistent with our business strategy. This may require us
to incur significant expenses and require significant time and attention from our management and Board of Directors,
which could interfere with our ability to implement our business strategy and adversely affect our business and
operating results.

It could be difficult for investors to enforce any judgment obtained outside Brazil against us or any of our
associates.

Our investors may be located in jurisdictions outside Brazil and could seek to bring actions against us or our directors
or officers in the courts of their home jurisdictions. We are a Brazilian company, and the majority of our officers and
directors are residents of Brazil. The vast majority of our assets and the assets of our officers and directors are likely to
be located in jurisdictions other than the home jurisdictions of our foreign investors. It might not be possible for
investors outside Brazil to effect service of process within their home jurisdictions on us or on our officers or directors
who reside outside their home jurisdictions. In addition, a final conclusive foreign judgment will be enforceable in the
courts of Brazil without a re-examination of the merits only if previously confirmed by the Brazilian Superior Court of
Justice (Superior Tribunal de Justiça—“STJ”), and confirmation will only be granted if the foreign judgment: (i) fulfills all
formalities required for its enforceability under the laws of the country where it was issued; (ii) was issued by a
competent court after due service of process on the defendant, as required under applicable law; (iii) is not subject to
appeal; (iv) does not conflict with a final and unappealable decision issued by a Brazilian court; (v) was authenticated by
a Brazilian consulate in the country in which it was issued or is duly apostilled in accordance with the Convention for
Abolishing the Requirement of Legalization for Foreign Public Documents and is accompanied by a sworn translation
into Portuguese, unless this procedure was exempted by an international treaty entered into by Brazil; (vi) it does not
cover matters subject to the exclusive jurisdiction of the Brazilian courts; and (vii) is not contrary to Brazilian national
sovereignty, public policy or good morals. Therefore, investors might not be able to recover against us or our directors
and officers on judgments of the courts of their home jurisdictions predicated upon the laws of such jurisdictions.

DEPOSITARY SHARES RISKS


If ADR holders exchange ADSs for the underlying shares, they risk losing the ability to remit foreign currency
abroad.

The custodian for the shares underlying our ADSs maintains a registration with the Central Bank of Brazil permitting the
custodian to remit U.S. dollars outside Brazil for payments of dividends and other distributions relating to the shares
underlying our ADSs or upon the disposition of the underlying shares. If an ADR holder exchanges its ADSs for the
underlying shares, it will be entitled to rely on the custodian’s registration for only five business days from the date of
exchange. Thereafter, an ADR holder may not be able to obtain and remit foreign currency abroad upon the disposition
of, or distributions relating to, the underlying shares unless it obtains its own registration under applicable regulation.
See Additional Information—Exchange controls and other limitations affecting security holders. If an ADR holder attempts
to obtain its own registration, it may incur expenses or suffer delays in the application process, which could delay the
receipt of dividends or other distributions relating to the underlying shares or the return of capital in a timely manner.

The custodian’s registration or any registration obtained could be affected by future legislative changes, and additional
restrictions applicable to ADR holders, the disposition of the underlying shares or the repatriation of the proceeds from
disposition and taxation of dividends could be imposed in the future.

ADR holders may not have all the rights of our shareholders and may be unable to exercise voting rights or
preemptive rights relating to the shares underlying their ADSs.

VALE ANNUAL REPORT FORM 20-F | 33


RISK FACTORS

ADR holders may not have the same rights that are attributed to our shareholders by Brazilian law or our bylaws, and
the rights of ADR holders may be subject to certain limitations provided in the deposit agreement or by the securities
intermediaries through which ADR holders hold their securities.

ADR holders do not have the rights of shareholders. They have only the contractual rights set forth for their benefit
under the deposit agreements. ADR holders are not permitted to attend shareholders’ meetings, and they may only
vote by providing instructions to the depositary. In practice, the ability of a holder of ADRs to instruct the depositary as
to voting will depend on the timing and procedures for providing instructions to the depositary either directly or
through the holder’s custodian and clearing system. With respect to ADSs for which instructions are not received, the
depositary may, subject to certain limitations, grant a proxy to a person designated by us.

The ability of ADR holders to exercise preemptive rights is not assured, particularly if the applicable law in the holder’s
jurisdiction (for example, the Securities Act in the United States) requires that either a registration statement be effective
or an exemption from registration be available with respect to those rights, as is in the case in the United States. We
are not obligated to extend the offer of preemptive rights to holders of ADRs, to file a registration statement in the
United States, or to make any other similar filing in any other jurisdiction, relating to preemptive rights or to undertake
steps that may be needed to make exemptions from registration available, and we cannot assure holders that we will
file any registration statement or take such steps.

The legal protections for holders of our securities differ from one jurisdiction to another and may be inconsistent,
unfamiliar or less effective than investors anticipate.

We are a global company with securities traded in several different markets and investors located in many different
countries. The legal regime for the protection of investors varies around the world, sometimes in important ways, and
investors in our securities should recognize that the protections and remedies available to them may be different from
those to which they are accustomed in their home markets. We are subject to securities legislation in several countries,
which have different rules, supervision and enforcement practices. The only corporate law applicable to our parent
company is the law of Brazil, with its specific substantive rules and judicial procedures. We are subject to corporate
governance rules in several jurisdictions where our securities are listed, but as a foreign private issuer, we are not
required to follow many of the corporate governance rules that apply to U.S. domestic issuers with securities listed on
the New York Stock Exchange, and we are not subject to the U.S. proxy rules.

34 | VALE ANNUAL REPORT FORM 20-F


II. INFORMATION ON THE COMPANY

LINES OF BUSINESS
Our principal lines of business consist of mining and related logistics. This section presents information about
operations, production, sales and competition and is organized as follows:

1. Iron Solutions 2.1.3 Individual property disclosure


2.1.3.1 Sudbury
1.1 Iron ore and iron ore
2.1.4 Nickel Strategy
pellets
2.1.5 Customers and sales
1.1.1 Iron ore properties
2.1.6 Competition
1.1.2 Iron ore production
2.2 Copper
1.1.3 Individual property disclosure
2.2.1 Properties
1.1.3.1 Serra Norte
2.2.2 Production
1.1.3.2 Serra Sul
2.2.3 Individual property disclosure
1.1.4 Iron ore pellets operations
2.2.3.1 Salobo
1.1.5 Iron ore pellets production
2.2.4 Copper Strategy
1.1.6 Iron ore strategy
2.2.5 Customers and sales
1.1.7 Customers, sales and marketing
2.2.6 Competition
1.1.8 Competition
2.3 PGMs and other precious metals
1.2 Manganese ore
2.4 Cobalt
1.2.1 Manganese ore property and
2.5 Logistics and energy assets to support energy
production
transition metals operations
1.3 Logistics and energy
2.5.1 Ports
assets to support iron
2.5.2 Energy
solutions operations
1.3.1 Railroads
3. Other Investments
1.3.2 Ports and maritime terminals
1.3.3 Energy 3.1 Samarco Mineração S.A.
3.2 Mineração Rio do Norte S.A.
2. Energy Transition Metals 3.3 Others

2.1 Nickel
2.1.1 Properties
2.1.2 Production

VALE ANNUAL REPORT FORM 20-F | 35


LINES OF BUSINESS

36 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

We have renamed our main operating segments. The operating segment previously named “Ferrous Minerals” is now
named “Iron Solutions” while the “Base Metals” operating segment is now named “Energy Transition Metals”.

1. IRON SOLUTIONS
Our iron solutions business includes iron ore mining and iron ore pellet production. Each of these operations is described
below. Until July 2022, we held manganese ore mining activities (ferroalloy operations), which were fully divested.

1.1 Iron ore and iron ore pellets

1.1.1 Iron ore properties

We conduct our iron ore business in Brazil primarily at the parent-company level. Our mines, all of which are open pit,
and their related operations are mainly concentrated in three systems: the Southeastern, Southern and Northern Systems,
each with its own transportation and shipping capabilities. Until July 2022, we also held operations in the Midwestern
System, which have been fully divested. A summary of our iron ore resources and reserves is provided under Information
on the Company—Reserves and Resources. In addition to the properties described below, we have other exploration
activities and non-operational properties, mostly in the surroundings of our operations described in this section.

VALE ANNUAL REPORT FORM 20-F | 37


LINES OF BUSINESS

IRON ORE OPERATIONS


NORTHERN SYSTEM

Ownership interest 100%


Location Carajás, State of Pará, Brazil.
Operator Vale S.A.
Mining complexes Three mining complexes:
- Serra Norte (three main mining areas and three beneficiation
plants).
- Serra Sul (one main mining area and one beneficiation plant).
- Serra Leste (one mining area and one beneficiation plant).
Mineral titles(1) Mining concession with no expiration date.
Area: Serra Norte: 30,000 ha, Serra Sul: 98,910 ha and Serra Leste:
9,915 ha.
Stage/ Operations All the complexes are in production stage. Serra Norte has been
operating since 1984, Serra Sul since 2016 and Serra Leste since 2014.
Key permit conditions We have already obtained or expect to obtain in a timely manner the
necessary permits for operations. We are in the process of obtaining
or renewing (i) certain environmental permits, including permits
relating to protective buffer approvals for caves and lakes and (2)
mining land zoning approval for areas with provision for
environmental management plan. Our expectation as to future
licenses is reviewed on a regular basis, and in 2023 we will complete
a detailed review of all processes for Serra Sul, which may result in
changes that may adversely impact our mineral reserves. For
information about environmental licensing, particularly with respect
to caves, see Information on the Company—Regulatory matters—
Environmental regulations—Protection of caves.
Mine types and mineralization styles Open pit mining operations with high grade hematite ore type (iron
grade around 65%) for Serra Norte, Serra Sul and Serra Leste. In Serra
Leste there is also a minor amount of Itabirite material (iron grade of
35-60%).

38 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

Associated facilities and infrastructure Processing plants: In Serra Norte, two of the beneficiation plants
apply natural moisture beneficiation process, consisting of crushing
and screening, and the one of the plants applies both natural
moisture and wet beneficiation process in distinct lines. Wet
beneficiation process consists simply of sizing operations, including
screening, hydrocycloning, crushing and filtration. Output from this
site consists of sinter feed, pellet feed and lump ore. Serra Leste and
Serra Sul natural moisture beneficiation process consists of crushing
and screening. Serra Sul and Serra Leste produce only sinter feed.
Other facilities: Waste and tailings disposal structures in Serra Norte
and Serra Leste and waste disposal structures in Serra Sul.
Logistics: Carajás railroad (“EFC”) transports the iron ore to the Ponta
da Madeira maritime terminal in the Brazilian state of Maranhão.
Serra Leste iron ore is transported by trucks from the mine site to EFC
railroad. The Serra Sul ore is shipped via a 101-kilometer-long
railroad spur to the EFC railroad.
Energy: Supplied through the national electricity grid. Produced
directly by our power plants or acquired through power purchase
agreements.
(1) Area with reserves and resources associated.

SOUTHEASTERN SYSTEM

Ownership interest 100% of Itabira and Mariana;


98.6% of Minas Centrais (China Baowu Steel Group Corporation
Limited indirectly holds 1.4% of Minas Centrais through a 50%
ownership of the Morro Agudo mine).
Location Iron Quadrangle, State of Minas Gerais, Brazil.
Operator Vale S.A.
Mining complexes Three mining complexes:
- Itabira (two mines, with three major beneficiation plants).
- Minas Centrais (two mines, with two major beneficiation plants
and one secondary plant).
- Mariana (three mines, with three major beneficiation plants).
Mineral titles(1) Mostly mining concessions with no expiration date.
Area involved: Itabira: 8,404 ha, Minas Centrais: 4,973 ha and
Mariana: 7,192 ha.

VALE ANNUAL REPORT FORM 20-F | 39


LINES OF BUSINESS

Stage/ Operations All the complexes are in production stage. Itabira has been
operating since 1957, Minas Centrais since 1994 and Mariana since
1976.
Key permit conditions We have or expect to obtain in a timely manner the necessary
permits for operations.
We are in the process of obtaining or renewing (i) certain
environmental permits, including influence area study for caves and
dams and (i) waste and tailings storage facilities permit.
For information about environmental licensing, particularly with
respect to caves, see Information on the Company—Regulatory
matters—Environmental regulations—Protection of caves and —
Brazilian Regulation of Mining Dams.
Mine types and mineralization styles Open pit mining operations with high ratios of itabirite ore relative
to hematite ore type. Itabirite ore type has iron grade of 35-60%.
Part of the ore is concentrated to achieve shipping grade and part
is shipped and blended in Asia with the high-grade ore from our
Northern System.

Associated facilities and infrastructure Processing plants: We generally process the run of mine by means
of standard crushing, classification and concentration steps,
producing sinter feed, lump ore and pellet feed in the beneficiation
plants located at the mining complexes.
Other facilities: Waste and tailings disposal structures in all
complexes.
Logistics: EFVM railroad connects these mines to the Tubarão port.
Energy: Supplied through the national electricity grid. Produced
directly by our power plants or acquired through power purchase
agreements.
(1)
Area with reserves and resources associated.

40 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

SOUTHERN SYSTEM

Ownership interest 100%


Location Iron Quadrangle, State of Minas Gerais, Brazil.
Operator Vale S.A.
Mining complexes Two mining complexes:
- Vargem Grande (five mines and five major beneficiation plants).
- Paraopeba (five mines and three major beneficiation plants).
Mineral titles(1) Mostly mining concessions with no expiration date.
Area involved: Vargem Grande: 8,940 ha, Paraopeba: 5,826 ha.
Stage/ Operations All the complexes are in production stage. Vargem Grande has been
operating since 1942 and Paraopeba since 2003.
Key permit conditions We have or expect to obtain in a timely manner the necessary
permits for operations.
We are in the process of obtaining or renewing (i) certain
environmental permits, including influence area study for caves and
dams and (ii) waste and tailings storage facilities permits.
For information about environmental licensing, particularly with
respect to caves, see Information on the Company—Regulatory
matters—Environmental regulations—Protection of caves and —
Brazilian Regulation of Mining Dams.
Mine types and mineralization styles Open pit mining operations with high ratios of itabirite ore relative
to hematite ore type. Itabirite ore type has iron grade of 35-60%.
Part of the ore is concentrated to achieve shipping grade and part
is shipped and blended in Asia with the high-grade ore from our
Northern System.

VALE ANNUAL REPORT FORM 20-F | 41


LINES OF BUSINESS

Associated facilities and infrastructure Processing plants: We generally process the run of mine by means
of standard crushing, classification and concentration steps,
producing sinter feed, lump ore and pellet feed in the beneficiation
plants located at the mining complexes.
Other facilities: Waste and tailings disposal structures in all
complexes.
Logistics: MRS transports our iron ore products from the mines to
our Guaíba Island and Itaguaí maritime terminals in the Brazilian
state of Rio de Janeiro. EFVM railroad connects certain mines to the
Tubarão port in the state of Espírito Santo.
Energy: Supplied through the national electricity grid. Produced
directly by our power plants or acquired through power purchase
agreements.
(1) Area with reserves and resources associated.

1.1.2 Iron ore production

The following table sets forth information about our iron ore production.
Production for the year ended Process
December 31, recovery
Mine/Plant Type 2022(1) 2021(1) 2020(1) 2022(2)
(million metric tons) (%)
Southeastern System
Itabira Open pit 27.3 28.7 23.9 53.7
Minas Centrais(3) Open pit 20.8 19.3 15.7 88.9
Mariana Open pit 24.6 21.8 17.7 81.0
Total Southeastern System 72.7 69.8 57.3 69.6
Southern System
Vargem Grande Open pit 33.5 31.3 25.1 80.1
Paraopeba Open pit 30.1 23.0 23.3 73.5
Total Southern System 63.6 54.3 48.4 77.8
Northern System
Serra Norte Open pit 96.3 109.3 109.1 97.2
Serra Leste Open pit 6.0 5.9 0.3 100
Serra Sul Open pit 69.3 73.7 82.9 100
Total Northern System 171.6 188.9 192.3 98.4
Total 307.9 313.0 298.0 86.0
(1) Production figures include third-party ore purchases, run of mine and feed for pelletizing plants.
(2) Percentage of the run-of-mine recovered in the beneficiation process. Process recovery figures do not include third-party ore purchases.
(3) These figures correspond to 100% production and are not adjusted to reflect our 50% ownership of Morro Agudo mine.

1.1.3 Individual property disclosure

We consider Serra Norte and Serra Sul to be material properties, for purposes of Item 1300 of Regulation S-K (“S-K
1300”). There have been no material changes in the reported reserves or resources or in the material assumptions and
information since the last technical report summary filed for Serra Norte and Serra Sul operations.

1.1.3.1 Serra Norte

Property Description
The Serra Norte mining complex is a production stage property, part of our Northern System, located in the municipality
of Parauapebas, state of Pará, in the North region of Brazil. The property consists of five orebodies (N1, N2, N3, N4, and
N5) and has the approximate coordinates 587,140E, 9,331,790N using the UTM SAD 69 (Universal Tranverse Mercator

42 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

– South American Datum 1969) coordinate system. Central mass point coordinates of the Serra Norte mines are
presented below:

Serra Norte mines central coordinates UTM South American Datum (SAD69)
Mine Status UTM E UTM N
N4 Operating 590,140 9,329,567
N5 Operating 596,410 9,328,668
N1 Non-operating 579,891 9,333,075
N2 Non-operating 583,351 9,330,472
N3 Non-operating 587,140 9,331,790

The property can be accessed via regular flights between the Carajás village and the cities of Marabá, Belém, Belo
Horizonte, and Brasilia, as well as paved highways PA-275, PA-150, and PA-70. There is also a railroad linking Carajás
with the Ponta da Madeira port, in the city of São Luis.

Infrastructure
Various services are available approximately 50 km east of the complex in Parauapebas (population 213,576, estimated
2020). A greater range of general services is available at the state capital of Belem, located approximately 770 km to
the northeast. Electric power is provided through Brazil’s national electricity production and transmission system.
Dewatering boreholes provide a source of water that is used for dust control, washing floors and equipment. An on-
site treatment plant treats borehole water for potable use. Process makeup water is sourced from the Gelado and Pera
dams. Infrastructure at the complex includes a tailings storage facility, three processing plants, ore stockpiles, waste
rock dumps, maintenance workshops, an assay laboratory, administration offices, and a clinic. Personnel reside mainly
in the urban center of Carajás and the city of Parauapebas.

Geology and Mineralization


The main Carajás iron ore deposits are associated with flat-topped elevated plateaus, defined along two main
morphological alignments corresponding to Serra Norte and Serra Sul. These alignments form the flanks of the Carajás
Syncline structure. The Serra Norte complex corresponds to the inverted flank of the Carajás Syncline. Mineralization
occurs mainly as a product of supergenic enrichment, developed over jaspilites (BIF – Banded Iron Formation –
interlayered with basalts), generating a high-grade ore composed of friable hematite, compact hematite, and
manganiferous hematite. The main structural controls are faults and folds that favored the BIFs thickening of the levels
of jaspilite, by duplication and the efficiency of supergenic processes through the tilting and fracturing of these rocks.

VALE ANNUAL REPORT FORM 20-F | 43


LINES OF BUSINESS

Exploration
Exploration has occurred in the property since the late 1960s and includes geological mapping, drilling, ore control field
sampling and geophysics. We continually invest in mineral exploration with the aim of expanding our mineral resources
and mineral reserves and achieve an adequate level of confidence in the resource estimate that supports our mining
plans.

Mineral rights
We have a mining concession for Serra Norte operations, under Brazilian national mining agency (Agência Nacional de
Mineiração – “ANM”) Mineral Right number 813.682/1969, that covers an area of 30,000.00 ha, with no expiration date.
This mining right is part of a group of permits referred to as “Grupamento Mineiro” (number 852.145/1976), which
includes mining concessions from the Carajás region, such as mining concessions of operations of Serra Sul and Serra
Leste.

Surface rights
Surface rights are independent of mineral rights in Brazil. Serra Norte is located entirely within the National Forest of
Carajás, which belongs to the Federal Government. We have the required licenses and authorizations from the Brazilian
Institute of Environment and Renewable Natural Resources (“IBAMA”) and the Chico Mendes Institute for Biodiversity
Conservation (“ICMBIO”) to operate in this area. There are no associated payments related to surface rights.

Current, planned, future mining plans


Mining at Serra Norte is by traditional open pit mining methods. Ore is hauled by off-road trucks to strategically
positioned primary crushing facilities, and waste is hauled to waste dumps. Plant 1 has a mixed beneficiation process,
55% wet process and 45% dry while Plants 2 and 3 have a 100% natural moisture process. The current nominal
production rates are 85.0 Mtpy for Plant 1, 40 Mtpy for Plant 2, and 20 Mtpy for Plant 3.

The current life of mine plan runs from 2023 through 2038. The mine plan involves opening new mining areas for
extraction at the N1, N2, and N3 orebodies. Additionally, Plant 1 is undergoing a conversion to a 100% natural moisture
process, which is expected to be completed between 2024 and 2025.

Asset details and modernization


Serra Norte mines have been operating since 1984 and being expanded laterally and in depth, with simultaneous mining
of more mineral bodies. Consequently, the average haulage distance is increasing. Crushers were implemented for the
run of mine (“ROM”) in the pits with conveyor belts, to reduce the haulage distance. There are projects for the installation
of new crushers with the same objective. In 2021, we started operating autonomous trucks. The implementation of
hybrid electric powered trucks (Trolley Assist System) is expected to operate in 2025. Also, there are projects under
study for the implementation of semi-mobile crushers with conveyor belts for the waste. In regions where is a needed
vibration control in rock blasting, surface miners are used.

Total property book value


The book value of the Serra Norte mining complex and its associated plant and equipment was US$2,992 million as of
December 31, 2022, not including shared infrastructure assets such as ports and railways.

Operator History
The Carajás Complex has undergone exploration work since 1922. In July 1967, United States Steel began an exploration
program in the region to search for manganese deposits, resulting in the first field surveys of the Serra Norte (N1, N2,
N3, N4, and N5 locations) as well as the nearby Serra Sul. Exploration and evaluation activities continued, and in 1977
we acquired a shareholding in United States Steel (“USS”) and took over work on the project. Construction began in
1979, with operations at the N4E mine commencing in 1984. Production at the N4W mine began in 1994.

44 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

Encumbrances and permitting requirements


We hold an environmental operating license for the property that was valid through March 27, 2021 and is currently
being renewed. According to Brazilian legislation we can continue to operate during the renewal process, until there is
a decision from the licensing agency (in this case, IBAMA).

Mineral resources
Our mineral resources as of December 31, 2022 have not changed since the previous fiscal year, see Reserves and
Resources. All disclosure of mineral resources is exclusive of mineral reserves.

Serra Norte - Summary of Iron Ore Mineral Resources as of December 31,(1)(2)


2022(3) 2021(3) Metallurgical
Category Cut-off grade
Tonnage Grade Tonnage Grade recovery
Measured 591.5 66.4 592.7 66.4
Indicated 491.2 66.1 491.5 66.1
Measured + 1,082.7 66.3 1,084.2 66.3 N/A(4) 100%
Indicated
Inferred 293.4 66.0 293.4 66.0
(1)
The mineral resource prospects of economic extraction were determined based on a long-term price of US$90/dmt for 62% iron
grade.
(2)
Resources reported on an 100% basis, as operations are entirely owned by us.
(3)
Tonnage stated as metric million tons inclusive of 7.47% of moisture content and dry %Fe grade. The point of reference used is in
situ tons.
(4)
The economic cut-off grade was not applied, as it is lower than the values estimated in the mineralized portion of the block model.

Mineral reserves
For a discussion of the changes from the previous fiscal year, see Reserves and Resources.

Serra Norte – Summary of Iron Mineral Reserves as of December 31,(1)(2)


2022(3) 2021(3) Cut-off Metallurgical
Category
Tonnage Grade Tonnage Grade grade recovery
Proven 397.8 66.1 464.3 66.1
Probable 1,101.8 65.7 1,125.9 65.7 N/A(4) 99.6%
Total 1,499.6 65.8 1,590.2 65.8
(1)
The mineral reserve economic viability was determined based price curve with the long-term price being US$74.5/dmt for 62% iron
grade.
(2)
The reserves reported on an 100% basis, as operations are entirely owned by us.
(3)
Tonnage stated as metric million tons inclusive of 7.55% of moisture content and dry %Fe grade. The point of reference used is in
situ metric tons.
(4)
The economic cut-off grade was not applied, as it is lower than the values estimated in the mineralized portion of the block

1.1.3.2 Serra Sul

Property Description
Serra Sul mining complex is a production stage property, part of our Northern System, located in the municipality of
Canaã dos Carajás, state of Pará, North region of Brazil at coordinates 574,671 E, 9,291,735 N using the SAD69. The
property consists of orebody S11, subdivided on A, B, C, and D. Current production activities are in the S11D mine and
the mineral reserves and mineral resources are defined only for the orebodies C and D. Access to the property is from
Carajás airport towards Canaã dos Carajás via state roads PA-275 and PA-160, covering 83 km. Production ore is
transported via railway of the southeast of Pará where it connects to the Carajás Railroad and the Ponta da Madeira
port terminal in São Luís in the State of Maranhão.

VALE ANNUAL REPORT FORM 20-F | 45


LINES OF BUSINESS

Infrastructure
The nearest city to the mine complex is Canaã dos Carajás (population 38,100, estimated 2020).

Electric power is provided to the mines through Brazil’s national electricity production and transmission system. Water
is sourced from permitted dewatering wells and water catchments across the site and is used for industrial and domestic
purposes. Infrastructure at the complex includes the open pit mine, waste dumps, processing plant, a complete
maintenance workshop facility, an assay and quality control laboratory, offices, and a clinic. As the plant is a 100%
natural moisture process, a tailings storage facility is not necessary for Serra Sul. Personnel reside mainly in the urban
center of Canaã dos Carajás.

Geology and Mineralization


The main Carajás iron ore deposits are associated with flat-topped elevated plateaus, defined along two main
morphological alignments corresponding to Serra Norte and Serra Sul. These alignments form the flanks of the Carajás
Syncline structure. The Serra Sul complex corresponds to the normal flank domain of the Carajás Syncline. Mineralization
at Serra Sul is mainly formed from alteration on supergenic enrichment over jaspilites (BIF – Banded Iron Formation –
interlayered with basalts), generating a high-grade ore composed of friable hematite, compact hematite, and
manganiferous hematite which occur in a sub-horizontal tabular layer. The main structural controls are folds and faults
that are responsible for the BIF thickening of the levels of jaspilite, by duplication and the efficiency of supergenic
processes through the tilting and fracturing of these rocks.

Exploration
Exploration has occurred in the property since the late 1960s and includes geological mapping, drilling, ore control field
sampling and geophysics. We continually invest in mineral exploration with the aim of expanding our mineral resources
and mineral reserves and achieve an adequate level of confidence in the resource estimate that supports our mining
plans.

Mineral Rights
We have a mining concession for Serra Sul operations, under ANM Mineral Right number 813.684/1969, that covers an
area of 98,910.42 ha. This mining right is part of a group of permits referred to as “Grupamento Mineiro” (number
852.145/1976), which includes mining concessions from the Carajás region, such as mining concessions of operations
of Serra Norte and Serra Leste. In 2021, we decided to relinquish our mineral rights in indigenous lands in Brazil. For
this purpose, we filed application for area reduction with respect to the mining right number 813.684/1969, reducing
its area from 100,000.00 ha to 98,910.42 ha. This area reduction will become effective upon publication of ANM approval
in the Official Gazette.

46 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

Surface Rights
Surface rights are independent of mineral rights in Brazil. We own the relevant properties or have easements to conduct
our operations in Serra Sul.

Current, planned, future mining plans


Mining at Serra Sul is by open pit primarily using a truckless In Pit Crusher Conveyor (“IPCC”) mining method. There are
four mobile crushing systems working in conjunction with conveyor belts that move along the benches as the mining
face advances. Where IPCC is not feasible, the mine uses traditional truck-shovel methods for extraction of ore and
waste. The processing plant at Serra Sul has a nominal annual capacity of 90 Mtpy. Additional mining areas are being
assessed at Serra Sul to maintain and expand the complex’s production capacity.

Asset details and modernization


The S11 mine has been operating since 2016 and since the project was conceived there was a premise of having a
minimal environmental impact on virgin forest areas. The mine operates with the truckless concept with an IPCC system
for waste and ore. The dump piles are also located outside the forest area and have a spreader system for waste disposal.
A robust equipment and infrastructure replacement program ensures that equipment manufacturer recommendations
for life of asset are followed, and key parts replaced or replaced when required. When the useful life of equipment is
done, we plan and invest in upgraded equipment.

Total property book value


The book value of the Serra Sul mining complex and its associated plant and equipment was US$4,400 million as of
December 31, 2022, not including shared infrastructure assets such as ports and railways.

Operator history
The geological surveys in Serra dos Carajás, where the North System is located, began in 1922, but the first citations on
the occurrence of iron formations date back to 1933. In July 1967, United States Steel began an exploration program in
the region to search for manganese deposits, resulting in the first field surveys of Serra Sul as well as the nearby Serra
Norte. Exploration and evaluation activities continued, and in 1977 we acquired a shareholding United States Steel and
took over work on the project. In 1979, the construction of the complex, integrating the mine, railroad, and port of the
Carajás Iron Project (North System) began and after 6 years, the São Luís – Carajás railroad was completed. Iron ore
production began in 1984 in Serra Norte complex while Serra Sul complex started the mine operation in 2016.

Encumbrances and permitting requirements


We hold an operating license for mining, expansions, processing, and infrastructure. The operating license is valid
through December 9, 2026.

Mineral resources
Our mineral resources as of December 31, 2022 have not changed since the previous fiscal year, see Reserves and
Resources. All disclosure of mineral resources is exclusive of mineral reserves.

Serra Sul - Summary of Iron Ore Mineral Resources as of December 31,(1)(2)


2022(3) 2021(3) Cut-off Metallurgical
Category
Tonnage Grade Tonnage Grade grade recovery
Measured 479.9 66.0 479.9 66.0
Indicated 388.0 64.6 388.0 64.6
N/A(4) 100%
Measured + Indicated 867.8 65.4 867.8 65.4
Inferred 123.5 64.3 123.5 64.3
(1)
The mineral resource prospects of economic extraction were determined based on a long-term price of US$90/dmt for 62% iron
grade.
(2)
The resources reported on an 100% basis, as operations are entirely owned by us.

VALE ANNUAL REPORT FORM 20-F | 47


LINES OF BUSINESS

(3)
Tonnage stated as metric million tons inclusive of 7.21% of moisture content and dry %Fe grade. The point of reference used is in
situ metric tons.
(4)
The economic cut-off grade was not applied, as it is lower than the values estimated in the mineralized portion of the block model.

Mineral reserves

For a discussion of the changes from the previous fiscal year, see Reserves and Resources.

Serra Sul - Summary of Iron Ore Mineral Reserves as of December 31, (1)(2)
2022(3) 2021(3) Cut-off Metallurgical
Category
Tonnage Grade Tonnage Grade grade recovery
Proven 1,807.6 66.1 1,825.8 66.0
Probable 2,385.6 65.6 2,447.2 65.6 N/A(4) 100%
Total 4,193.2 65.8 4,273.0 65.8
(1)
The mineral reserve economic viability was determined based price curve with the long-term price being US$74.5/dmt for 62% iron
grade.
(2)
The reserves reported on an 100% basis, as operations are entirely owned by us.
(3)
Tonnage stated as metric million tons inclusive of 7.22% of moisture content and dry %Fe grade. The point of reference used is in
situ metric tons.
(4)
The economic cut-off grade was not applied, as it is lower than the values estimated in the mineralized portion of the block model.

1.1.4 Iron ore pellet operations

We produce iron ore pellets in Brazil and Oman, directly and through joint ventures, as set forth in the table below. Our
total estimated nominal capacity is 57.7 Mtpy, including the full capacity of our pelletizing plants in Oman, our joint
ventures and Tubarão, but not including the capacity of plants owned by our joint venture Samarco.

IRON ORE PELLETS OPERATIONS

48 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

TUBARÃO FÁBRICA VARGEM GRANDE SÃO LUIS


Ownership - Vale Tubarão VIII 100% owned by Vale 100% owned by Vale 100% owned by Vale
interest(1) (100% owned by Vale)
- Itabrasco (50.9%
owned by Vale)
- Hispanobras
(50.89% owned by
Vale)
- Kobrasco (50%
owned by Vale)
- Two Nibrasco plants
(51% owned by Vale)
Location State of Espírito State of Minas Gerais, State of Minas Gerais, State of Maranhão,
Santo, Brazil Brazil Brazil Brazil
Operator Vale S.A. Vale S.A. Vale S.A. Vale S.A.
Capacity 31.3(2) 4.5 7.0 7.5
(Mtpy)
Operations One wholly owned Part of the Southern Part of the Southern Part of the Northern
pellet plant (Tubarão System. Receives iron System. Receives iron System. Receives iron
VIII) and five leased ore from the ore from the Vargem ore from the Carajás
plants (Itabrasco, Paraopeba complex Grande complex. mines.
Hispanobras, and purchases from
Kobrasco and two third parties. Since
Nibrasco plants). February 2019, Fabrica
These plants receive operations are
iron ore primarily from suspended.
our Southeastern
System mines
Energy Supplied through the Supplied through the Supplied through the Supplied through the
national electricity national electricity national electricity national electricity
grid. Produced grid. Produced grid. Produced grid. Produced
directly by our power directly by our power directly by our power directly by our power
plants or acquired plants or acquired plants or acquired plants or acquired
through power through power through power through power
purchase agreements purchase agreements. purchase agreements. purchase agreements.

Logistics Production is shipped Production is mostly Production is mostly Production is shipped


to customers through transported by MRS transported by MRS. to customers through
our Tubarão maritime and EFVM. our Ponta da Madeira
terminal. maritime terminal.
(1) The operating lease for the Hispanobras pellet plant expires in December 2023, for the Itabrasco pellet plant in June 2024, for the Nibrasco pellet
plant in December 2025, and for the Kobrasco pellet plants in 2033.
(2) Our environmental operating licenses for the Tubarão pellet plants provide for a capacity of 36.2 Mtpy.

VALE ANNUAL REPORT FORM 20-F | 49


LINES OF BUSINESS

OMAN

VALE OMAN PELLETIZING COMPANY LLC (“VOPC”)


Ownership 70% stake(1)
interest Partner: OQ S.A.O.C.
Location Sohar, Oman
Operator Vale S.A.
Capacity 9.0
(Mtpy)
Operations Vale’s industrial complex. Two pellet plants with total nominal capacity of 9.0 Mtpy. The pelletizing
plant is integrated with our distribution center that has a nominal capacity of 40.0 Mtpy.
The Oman plant is supplied by iron ore from the Iron Quadrangle state of Minas Gerais through
the Tubarão port and by iron ore from Carajás through the Ponta da Madeira maritime terminal.
Energy Supplied through the national electricity grid.
(1) In February 2023, OQ S.A.O.C. exercised an option to sell its 30% interest held in VOPC. Upon closing of the transaction, which is expected to take
place in the second quarter of 2023, we will own 100% of VOPC’s share capital.

1.1.5 Iron ore pellets production

The following table sets forth information about our main iron ore pellet production.
Production for the year ended December 31,
Operator 2022 2021 2020
(million metric tons)
Vale(1) 32.1 31.7 29.7
(1) These figures correspond to 100% production from our pellet plants in Oman and in Tubarão and the four pellet plants we lease in Brazil and are
not adjusted to reflect our ownership.

1.1.6 Iron ore strategy

Our key priorities for Iron Solutions are to recover production and operational flexibility, build sustainable solutions
and optimize our product portfolio by increasing the supply of high-quality products:

Recovering production and operational flexibility

Our goal is to achieve an overall production ranging from 340 to 360 Mtpy in 2026. In the Northern System, our plan is
to increase high-quality volumes in with new low-cost assets, ramping up and opening new mining fronts and
enhancing assets performance. In the Southeastern System, we are developing solutions to increase our pellet feed

50 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

production, developing tailings filtration facilities and dry stacking.

Another key goal is to increase our flexibility by creating capacity buffers across the operations. We are pursuing it
through initiatives that include: (i) expanding Northern System through opening new mining fronts and obtaining new
licenses, such as Northern System 240 Mtpy and Serra Sul 120 projects as well as the opening of S11C mining front at
Serra Sul, (ii) developing the Capanema project in Southeastern System, (iii) unlocking capacity in Vargem Grande
complex and (iv) developing other projects.

Building sustainable solutions

We continue to invest in solutions to reduce our reliance on new dams and dam raisings. In 2022, we reached an
approximate 79% share of dry processing production compared to 40% in 2014. Once we reach 360 Mtpy in capacity
and complete the implementation of other related projects, including the production increase in Northern System, the
conversion of Plant 1 in Serra Norte to dry processing, the Capanema project start-up, and the implementation of
tailings filtration plants and dry concentration facilities, we expect to have only approximately 15% of our production
based on tailings disposal in dams build in a single step or raised by center line or downstream method.

In order to treat the tailings from wet processing, we are investing in tailings filtration systems to allow the reduction
of disposal of tailings in dams and also to operate certain mines and plants without using tailings dams. We have
announced an estimated investment of US$2,223 million between 2019 and 2027 in some of our sites, including Vargem
Grande Complex, Itabira Complex and Brucutu, to be operated with tailings filtration systems and dry stacking tailings
disposal, which consists of filtering and stacking of partially dewatered tailings, reducing our reliance on tailings dams.
In 2022, we invested US$305 million in tailings filtration system and dry stacking tailings disposal, and we started the
operation of the Itabira Complex (Cauê and Conceição) and Brucutu filtration plants, the second and third of four plants
under construction in Minas Gerais.

In line with this goal, we acquired New Steel in January 2019, bringing in innovative technologies for the dry
beneficiation of iron ore. The world’s first industrial-scale dry magnetic fines concentration plant was approved to
produce 1.5 Mtpy with the start-up expected for 2024 in the Vargem Grande complex.

We have also developed a sand certified for application use in the civil construction market in order to reduce the
volume of tailings disposed in dams; We have made some adjustments at Brucutu and Viga Mine to start the production
of sustainable sand from the treatment of iron ore tailings. This sand was certified by national and international
laboratories. Faced with a scenario in which the scale of tailings generation is substantially more significant than the
scale of potential solutions for consumption/reuse of tailings, our strategy adopted is to diversify the portfolio of
applications for different business models.

Optimizing product portfolio by increasing the supply of higher-quality products and developing innovative solutions for
the decarbonization of steel industry

In the iron ore business, we will continue to promote the Brazilian Blend Fines (“BRBF”), a standard product with silica
(“SiO2”) content limited to 5% and lower alumina (1.5%), which offers strong performance in any kind of sintering
operation. We produce BRBF by blending fines from Carajás ores and Southern and Southeastern ores, which are
complementary ores for our blending strategy. BRBF is produced in our Teluk Rubiah Maritime Terminal in Malaysia
and in fourteen ports in China. This process reduces the time needed to reach Asian markets and increases our
distribution capillarity by allowing the use of smaller vessels. Our blending strategy also enables the use of iron ore with
lower iron concentration from the Southern and Southeastern Systems, allowing more efficient mining plans and
increasing the use of dry processing methods, which in turn reduce capital expenditures, extend the life of our mines,
reduce use of dams, and reduce water consumption by our operations: a key flexibility to cope with the short-term
challenges.

We continue to improve our portfolio to provide our customers with solutions and to adapt to potential market
demands. Steel demand will grow steadily over the years based on emerging regions and current megatrends.
Decarbonization will create market segmentation with increased appetite for high quality products that can deliver

VALE ANNUAL REPORT FORM 20-F | 51


LINES OF BUSINESS

lower CO2 emissions. Our strategy aims to accelerate the implementation of breakthrough iron solutions to attend more
stringent demand of steelmakers. As development progresses, an optimized portfolio focused on improving quality
and gradually recovering capacity will be achieved. Our goal is to increase the production of agglomerated products –
briquettes and pellets –securing the supply of high-grade products to the market. The iron ore green briquettes are
part of our iron solutions portfolio, as a result of a breakthrough technology developed in-house over 18 years of
research and patented by us. Our iron ore briquettes are low temperature, low CO2 agglomerated alternative to lump,
pellets and sinter. They can provide a reduction of up to 10% of greenhouse gases emissions in the steel industry
production chain, while the low temperature (approximately 200°C) required for its production process allows for up to
80% less CO2 emissions when compared to traditional agglomeration routes (approximately 1300°C). The green
briquette had its performance proven by several industrial trials conducted since 2019 in different clients, delivering
excellent results. It also connects with circular economy, as the binder production can use sand from our mining tailings
as a raw material.

1.1.7 Customers, sales and marketing

We supply all of our iron ore and iron ore pellets to the steel industry. Prevailing and expected levels of demand for
steel products affect demand for our iron ore and iron ore pellets. Demand for steel products is influenced by many
factors, such as global manufacturing production, civil construction and infrastructure spending. For further information
about demand and prices, see Operating and Financial Review and Prospects—Overview—Major factors affecting prices.

In 2022, China accounted for 62.9% of our iron ore and iron ore pellet shipments, and Asia as a whole accounted for
77%, Brazil accounted for 11.8%, Europe accounted for 5.7% followed by the Middle East and Africa with 4.3% and
others with 1.2%. Our ten largest customers collectively purchased 130 million metric tons of iron ore and iron ore
pellets from us, representing 43% of our 2022 iron ore and iron ore pellet sales volumes and 43% of our total iron ore
and iron ore pellet revenues. In 2022, no individual customer accounted for more than 10% of our iron ore and iron ore
pellet shipments.

Of our 2022 pellet production, 52% was blast furnace pellets and 49% was direct reduction pellets. Blast furnace and
direct reduction are different technologies employed by steel mills to produce steel, each using different types of pellets.
In 2022, the Brazilian markets and the Asian market (mainly China and Japan) were the primary markets for our blast
furnace pellets, while the Middle East and North America were the primary markets for our direct reduction pellets.

We invest in customer service in order to improve our competitiveness. We work with our customers to understand
their objectives and to provide them with iron solutions to meet specific customer needs. Using our expertise in mining,
agglomeration and iron-making processes, we search for technical solutions that will balance the best use of our
world-class mining assets and the satisfaction of our customers. We believe that our ability to provide customers with
a total iron solution and the quality of our products are both very important advantages helping us improve our
competitiveness in relation to competitors that may be more conveniently located geographically. In addition to
offering technical assistance to our customers, we have offices in St. Prex (Switzerland), Tokyo (Japan), Singapore, Dubai
(UAE), Shanghai, Beijing and Qingdao (China), which support global sales by Vale International. These offices also allow
us to stay in close contact with our customers, monitor their requirements and our contract performance, and ensure
that our customers receive timely deliveries.

We sell iron ore and iron ore pellets under different arrangements, including long-term contracts with customers and
on a spot basis through tenders and trading platforms. Our pricing is generally linked to market price indexes and uses
a variety of mechanisms, including current spot prices and average prices over specified periods. In cases where the
products are priced before the final price is determinable at delivery, we recognize the sale based on a provisional price
with a subsequent adjustment reflecting the final price.

In 2022, we hedged part of our total exposure to bunker oil prices relating to our shipping requirements connected to
our FOB and CFR international and domestic sales.

1.1.8 Competition

52 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

The global iron ore and iron ore pellet markets are highly competitive. The main factors affecting competition are price,
quality and range of products offered, reliability, operating costs and shipping costs.

Asia. Our main competitors in the Asian market are located in Australia and include subsidiaries and affiliates of BHP
Group Limited (“BHP”), Rio Tinto Ltd (“Rio Tinto”) and Fortescue Metals Group Ltd.

 We are competitive in the Asian market for two main reasons. (1) First, steel companies generally seek to obtain
the types (or blends) of iron ore and iron ore pellets that can produce the intended final product in the most
economic and efficient manner. Our iron ore has low impurity levels and other properties that generally lead
to lower processing costs. For example, in addition to its high-grade, the alumina content of our iron ore is
very low compared to Australian ores, reducing consumption of coke and increasing productivity in blast
furnaces, which is particularly important during periods of high demand and environmental restrictions. When
market demand is strong, our quality differential generally becomes more valuable to customers. (2) Second,
steel companies often develop sales relationships based on a reliable supply of a specific mix of iron ore and
iron ore pellets. Our ownership and operation of logistics facilities in the Northern and Southeastern Systems
help us ensure that our products are delivered on time and at a relatively low cost.
 We rely on long-term contracts of affreightment to secure transport capacity and enhance our ability to offer
our products in the Asian market at competitive prices on a CFR basis, despite higher freight costs compared
to Australian producers.
 To support our commercial strategy for our iron ore business, we operate two distribution centers, one in
Malaysia and one in Oman and we have long-term agreements with nineteen ports in China, which also serve
as distribution centers.
 In 2015, we launched the Brazilian blend fines (“BRBF”), a product resulting from blending fines from Carajás,
which contain a higher concentration of iron and a lower concentration of silica in the ore, with fines from the
Southern and Southeastern Systems, which contain a lower concentration of iron in the ore. In August 2018,
Metal Bulletin launched a new index, the 62% Fe low-alumina index, which is based on our BRBF. During 2022,
the 62% Fe low-alumina index traded with a premium of US$2.8 per dmt over the 62% Fe index. The resulting
blend offers strong performance in any kind of sintering operation. It is produced in our Teluk Rubiah Maritime
Terminal in Malaysia and in the seventeen distribution centers in China, which reduces the time to reach Asian
markets and increases our distribution capillarity by using smaller vessels.

Europe. Our main competitors in the European market are Luossavaara Kiirunavaara AB (“LKAB”), ArcelorMittal Mines
Canada Inc., Iron Ore Company of Canada, a subsidiary of Rio Tinto, Kumba Iron Ore Limited and Société Nationale
Industrielle et Miniére. We are competitive in the European market for the same reasons as in Asia, and due to the
proximity of our port facilities to European customers.

Brazil. The Brazilian iron ore market is also competitive and includes several small iron ore producers. Some steel
companies, including Gerdau S.A., Companhia Siderúrgica Nacional, Vallourec Tubos do Brasil S.A., Usiminas and
Arcelor-Mittal, also have iron ore mining operations. Although pricing is relevant, quality and reliability are important
competitive factors as well. We believe that our integrated transportation systems, high quality ore and technical
services make us a strong competitor in the Brazilian market. With respect to pellets, our major competitors are LKAB,
Iron Ore Company of Canada, Ferrexpo Plc, Arcelor-Mittal Mines Canada, Samarco and Bahrain Steel.

VALE ANNUAL REPORT FORM 20-F | 53


LINES OF BUSINESS

1.2 Manganese ore

1.2.1 Manganese ore property

We have a manganese mining operation in Brazil, operated by our parent company Vale S.A. under concessions from
the federal government granted for an indefinite period, subject to the life of mines. This operation produces
metallurgical ore, used primarily to produce manganese ferroalloys, a raw material used to produce carbon and stainless
steel. We have suspended our manganese ore operations since 2020 for strategic review.

MANGANESE ORE OPERATIONS

AZUL
Ownership interest 100%
Location Carajás, State of Pará, Brazil.
Operator Vale S.A.
Mining title Mining concession for indefinite period.
Acreage: 4.650 ha.
Stage/ Operations Open pit mining operations and on-site beneficiation plant. Crushing, scrubbing and
classification steps, producing lumps and fines. Azul mine operations have been suspended
since March 2020 for strategic review.
Key permit conditions We have or expect to obtain in a timely manner the necessary permits for operations.
Mine types and High and medium grade oxide ores (24% and 46% manganese grade).
mineralization styles

54 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

Associated facilities Processing Plant: Crushing, scrubbing and classification steps, producing lumps and fines.
and infrastructure Other facilities: Waste and tailings disposal structures.
Logistics: Manganese ore is transported by truck and EFC railroad to the Ponta da Madeira
maritime terminal.
Energy: Supplied through the national electricity grid. Produced directly by our power
plants or acquired through power purchase agreements.

Also, we no longer produce manganese ferroalloys. In January 2022, we sold our ferroalloys operations in Barbacena
and Ouro Preto, in the state of Minas Gerais, to VDL. In 2020, we shut down our operations in Simões Filho, state of
Bahia. In 2021, we produced 71 thousand metric tons at the Barbacena and Ouro Preto operations, and in 2020 we
produced 73 thousand metric tons at the Barbacena, Ouro Preto and Simões Filho operations.

1.3 Logistics and energy assets to support Iron Solutions operations

1.3.1 Railroads

Vitória a Minas railroad (Estrada de Ferro Vitória a Minas - “EFVM”). The EFVM railroad links our Southeastern System
mines in the Iron Quadrangle region in the Brazilian state of Minas Gerais to the Tubarão port, in Vitória, in the Brazilian
state of Espírito Santo.

 We operate this 905-kilometer railroad under a concession agreement, which was recently renewed and will
expire in 2057.
 The EFVM railroad consists of two lines of track extending for 584 kilometers to permit continuous railroad
travel in opposite directions, and single-track branches of 304 kilometers. Industrial manufacturers are in this
area and major agricultural regions are also accessible to it.
 VLI S.A. (“VLI”) has rights to purchase railroad transportation capacity on our EFVM railroad.
 In 2022, the EFVM railroad transported 76.85 thousand metric tons of iron ore and 19.20 thousand metric tons
of other cargo. The EFVM railroad also carried 529,125 thousand passengers in 2022. In 2022, we had a fleet
of 319 locomotives and 12,138 wagons at EFVM, which were operated by us and third parties.

Carajás railroad (“EFC”). The EFC railroad links our Northern System mines in the Carajás region in the Brazilian state of
Pará to the Ponta da Madeira maritime terminal, in São Luis, in the Brazilian state of Maranhão.

 We operate the EFC railroad under a concession agreement, which was recently renewed and will expire in
2057. EFC extends for 892 kilometers from our Carajás mines to our Ponta da Madeira maritime terminal
complex facilities. Its main cargo is iron ore, principally carried for us.
 VLI has rights to purchase railroad transportation capacity on our EFC railroad.
 In 2022, the EFC railroad transported 173,167 thousand metric tons of iron ore and 16,018 thousand metric
tons of other cargo. EFC also carried 329 thousand passengers in 2022. EFC supports the largest train, in terms
of capacity, in Latin America, which measures approximately 3.4 kilometers, weighs approximately
41.5 thousand gross metric tons when loaded and has 333 cars. In 2022, EFC had a fleet of 298 locomotives
and 20,941 wagons, which were operated by us and third parties.

The principal items of cargo of the EFVM and EFC railroads are:

 Iron ore and iron ore pellets and manganese ore, carried for us and customers;
 Steel, coal, pig iron, limestone and other raw materials carried for customers with steel mills located along the
railroad;
 Agricultural products, such as soybeans, soybean meal and fertilizers; and
 Other general cargo, such as pulp, fuel and chemical products.

We charge market prices for customer freight, including iron ore pellets originating from joint ventures and other
enterprises in which we do not have a 100% equity interest. Market prices vary based on the distance traveled, the type

VALE ANNUAL REPORT FORM 20-F | 55


LINES OF BUSINESS

of product transported and other criteria, subject to price caps set forth in the relevant concession agreements and are
regulated by the Brazilian transportation regulatory agency (Agência Nacional de Transportes Terrestres – “ANTT”).

1.3.2 Ports and maritime terminals

Brazil
We operate ports and maritime terminals principally to complete the delivery of our iron ore and iron ore pellets to
bulk carrier vessels serving the seaborne market. See —Iron solutions—Iron ore and iron ore pellets—Iron ore operations.
We also use our ports and terminals to handle customers’ cargo.

Tubarão and Praia Mole Ports. The Tubarão port, which covers an area of 18 square kilometers, is in the Brazilian state
of Espírito Santo and contains the iron ore maritime terminal and the general cargo terminals (Terminal de Granéis
Líquidos and the Terminal de Produtos Diversos).

 The iron ore maritime terminal has two piers. From this terminal in the Tubarão port, we export mostly iron
ore produced from our Southeastern System. The iron ore maritime terminal has a storage yard with a capacity
of 2.9 million metric tons. In 2022, 61.5 million metric tons of iron ore and iron ore pellets were shipped through
the terminal for us.
 Pier I can accommodate two vessels at a time, one of up to 170,000 deadweight tonnage (“DWT”) on the
southern side and one of up to 210,000 DWT on the northern side. In Pier I there are two ship loaders, which
can load up to 13,500 metric tons per hour each.
 Pier II can accommodate one vessel of up to 405,000 DWT at a time, limited at 23 meters draft. In Pier II there
are two ship loaders that work alternately and can each load up to 16,000 metric tons per hour continuously.
 The Terminal de Produtos Diversos handled 5.54 million metric tons of grains and fertilizers in 2022. VLI has
the right to purchase capacity of the Terminal de Produtos Diversos, upon agreement with us on volume.
 The Terminal de Granéis Líquidos handled 0.71 million metric tons of fuel in 2022. VLI has the right to purchase
capacity of the Terminal de Granéis Líquidos, upon agreement with us on volume.
 The Praia Mole port is also located in the Brazilian state of Espírito Santo. The Praia Mole terminal is principally
a coal terminal and handled 11 million metric tons of coal and other related cargo in 2022. VLI has the right
to purchase capacity of the Praia Mole terminal, upon agreement with us on volume.

Ponta da Madeira maritime terminal. Our Ponta da Madeira maritime terminal is in the Brazilian state of Maranhão.

 Pier I can accommodate vessels of up to 420,000 DWT and has a maximum loading rate of 16,000 metric tons
per hour. Pier III, which has two berths and three ship loaders, can accommodate vessels of up to 210,000 DWT
at the south berth and 180,000 DWT at the north berth (or two vessels of 180,000 DWT simultaneously), subject
to tide conditions, and has a maximum loading rate of 8,000 metric tons per hour in each shiploader.
 Pier IV (south berth) is able to accommodate vessels of up to 420,000 DWT and have two ship loaders that
work alternately with a maximum loading rate of 16,000 metric tons per hour.
 In 2018, we received from the Brazilian tax authorities, the customs authorization for the operations of Pier IV
(north berth). Cargo shipped through our Ponta da Madeira maritime terminal consists of the Northern System
production of iron ore, pellets and manganese. Pier IV (north berth) is able to accommodate vessels of up to
420,000 DWT and have two ship loaders that work alternately with a maximum loading rate of 16,000 metric
tons per hour.
 In 2022, 167.9 million metric tons of iron ore and pellets were shipped through the terminal. The Ponta da
Madeira maritime terminal has a storage yard with a static capacity of 7.2 million metric tons.

Itaguaí maritime terminal—Cia. Portuária Baía de Sepetiba (“CPBS”). From this terminal we mostly export iron ore
from our Southern system. CPBS is a wholly owned subsidiary that operates the Itaguaí terminal, at the Itaguaí Port, in
Sepetiba in the Brazilian state of Rio de Janeiro, which is leased from Companhia Docas do Rio de Janeiro (“CDRJ”) until
2026, with a proposal for an extension for more 25 years, currently under analysis by the Ministry of Ports and Airports,
federal regulatory agency and Port Authority. The Itaguaí port terminal has a pier with one berth that allows the loading
of ships up to 17.8 meters of draft and approximately 200,000 DWT of capacity. In 2021, the terminal loaded 16.3 million

56 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

metric tons of iron ore.

Guaíba Island maritime terminal. From this terminal we export mostly iron ore from our Southern system. We operate
a maritime terminal on Guaíba Island in the Sepetiba Bay, in the Brazilian state of Rio de Janeiro. The iron ore terminal
has a pier with two berths that allows the loading of ships of up to 350,000 DWT. In 2022, the terminal loaded 27.9
million metric tons of iron ore.

Oman
Vale Oman Distribution Center LLC is part of the Oman Industrial Complex and operates a blending and distribution
center in Liwa, Sultanate of Oman. The maritime terminal has a large deep-water jetty, a 600-meter long platform
connected to the shore by means of a 700-meter long trestle and is integrated with a storage yard that has throughput
capacity to handle 40 Mtpy of iron ore and iron ore pellets per year. The loading nominal capacity is 10,000 metric tons
per hour and the nominal unloading capacity is 9,000 metric tons per hour.

Malaysia
Teluk Rubiah Maritime Terminal is in the Malaysian state of Perak and has a pier with two berths that allows the
unloading of vessels of approximately 400,000 DWT of capacity and the loading of vessels up to 220,000 DWT of
capacity. In 2022, the terminal unloaded 18.7 million metric tons of iron ore and loaded 18.3 million metric tons of iron
ore.

Shipping – Maritime shipping of iron ore and pellets


In 2022, we shipped approximately 256 million metric tons of iron ore and pellets in transactions in which we were
responsible for transportation. We ship a large amount of our iron ore products from Brazil to Asia through long-term
contracts of affreightment with owners of very large ore carriers. The vessels employed under these contracts of
affreightment reduce energy consumption and greenhouse emissions by carrying an increased amount of cargo in a
single trip, reducing our carbon footprint and offering lower shipping costs. The majority of these vessels are efficient
and modern Valemax (400,000 DWT) and Guaibamax (325,000 DWT) vessels, which transported approximately 140
million metric tons of iron ore products in 2022. These vessels also help us mitigate most of the volatility and strength
of the capsize spot market.

Considering the IMO regulation that limits global Sulphur emissions to 0.5%, which became effective in January 2020,
we negotiated the fitting of scrubbers on the majority of the vessels employed under long-term contracts of
affreightment. These scrubbers allow us to continue bunkering high-sulphur fuel oil, while complying with the new
regulation. Since 2021, 97% of the vessels employed under our long-term contracts of affreightment were scrubber-
fitted.

1.3.3 Energy

We have developed our energy assets based on the current and projected energy needs of our operations, with the
goal of reducing our energy costs, minimizing the risk of energy shortages and meeting our consumption needs
through renewable sources.

Energy management and efficient supply in Brazil are priorities for us, given the uncertainties associated with changes
in the regulatory environment and the risk of rising electricity prices. In 2022, our installed capacity in Brazil was 2.1 GW,
sourced mostly from directly or indirectly owned power plants. We use the electricity produced by these plants for our
internal consumption needs.

We have a 50% direct stake at the hydroelectric plant of Candonga (140 MW), located in the Southeastern region. We
also have an 8% direct stake at the hydroelectric plant of Machadinho (1,140 MW), located in the Southern region and
a 30% direct stake at the hydroelectric plant of Estreito (1,087 MW), located in the Northern region.

Through our 55% participation in Aliança Geração de Energia S.A. (“Aliança Geração”), we also have indirect stakes in

VALE ANNUAL REPORT FORM 20-F | 57


LINES OF BUSINESS

the hydroelectric power plants of Igarapava (210 MW), Porto Estrela (112 MW), Funil (180 MW), Candonga (140 MW),
Aimorés (330 MW), Capim Branco I (240 MW), Capim Branco II (210 MW), located in the Southeastern Region and,
additionally, we have indirect stake in Santo Inácio (98,7 MW), a Wind Complex located in the Brazilian state of Ceará,
which started operations in December 2017. In addition, in 2019, we also approved the construction of two wind farms
(Gravier and Acauã) in the Brazilian states of Ceará and Rio Grande do Norte, respectively, with a total of 180.6 MW of
installed capacity. Gravier (71.4 MW) began operations in 2022, and Acauã (109.2 MW) is scheduled to start in the fourth
quarter of 2023. Part of the electricity generated by Gravier and Acauã is or will be supplied to our operations through
power purchase agreements with Aliança Geração.

We also have a 4.59% indirect stake in Norte Energia S.A., through our 51% stake in Aliança Norte Energia, a joint
venture with Cemig Geração e Transmissão S.A. Norte Energia S.A. is the company established to develop and operate
the Belo Monte hydroelectric plant in the Brazilian state of Pará, which started operations in April 2016 and
accomplished the start-up of the last of its 24 turbines in 2019. Our participation in the Belo Monte project gives us the
right to purchase 9% of the electricity generated by the plant, which has already been contracted through a long-term
power purchase agreement with Norte Energia S.A.

With the aim of reaching 100% renewable electricity in Brazil by 2025 and increasing renewable energy sources, in
November 2022, we announced the operational start-up of the Sol do Cerrado solar project and ramp up is expected
by July 2023. The solar plant contemplates a total installed capacity of 766 megawatts peak (MWp) in the municipality
of Jaíba, in the state of Minas Gerais, Brazil. Our 100% solar generation also optimizes the generation profile of our
portfolio, which is based on hydro generation.

In addition, we have entered into a long-term energy supply contract for 20 years, to be supplied by the Folha Larga
Sul wind farm, a 151.2 MW project in Campo Formoso, Bahia, Brazil.

58 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

2. ENERGY TRANSITION METALS


2.1 Nickel

2.1.1 Properties

We conduct our integrated nickel operations primarily through three regional production systems: (i) the North Atlantic which includes Canada and the United
Kingdom, (ii) the Asia-Pacific which includes Indonesia and Japan and (iii) the South Atlantic region in Brazil. Our North Atlantic region also produces Copper as a co-
product, as well as cobalt and precious metals as by-products.

Our nickel operations are described in the tables below.

VALE ANNUAL REPORT FORM 20-F | 59


LINES OF BUSINESS

NICKEL OPERATIONS AND PROJECTS


NORTH ATLANTIC OPERATIONS
SUDBURY

Ownership interest 100%


Location Ontario, Canada.
Operator Vale Canada.
Mineral titles(1) - Patented mineral rights with no expiration date.
- Mineral leases expire between 2024 and 2042.
- Mining licenses of occupation with renewable terms.
We can continue to operate during the renewal process.
Acreage: 9,062 ha.
Stage/ Operations Production stage since 1885. Integrated underground/open pit mining, milling, smelting and refining operations.
Key permit conditions We have or expect to obtain in a timely manner the necessary permits for operations.
Mine types and mineralization styles Nickel and copper. Primarily underground mining operations with nickel sulfide ore bodies, which also contain
some copper, cobalt, PGMs, gold and silver.

60 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

Associated facilities and infrastructure Processing plants: Milling, smelting and refining facilities. In Ontario, we also process external feeds from third
parties and our Thompson operation. Finished Nickel is produced by the Copper Cliff Nickel Refinery (“CCNR”) and
sent for packaging at Port Colborne Refinery (“PCR”). In addition to producing finished nickel in Sudbury, we ship
a nickel oxide intermediate product to our nickel refinery in Clydach, Wales, United Kingdom to produce finished
nickel. Intermediate residues from CCNR are also sent to PCR for further treatment and production of Cobalt and
Precious Metals (PGMs, Gold and Silver). Copper Concentrate produced by Ontario Mill is directly sold to the
market.
Other facilities: Water treatment plant, acid plant, waste and tailings facilities.
Logistics: Plants are located by the Trans-Canada highway and two major railways that pass through the Sudbury
area. Finished products are delivered to the North American market by truck and rail. For overseas customers, the
products are loaded into containers and travel intermodally (truck/rail/containership) through Canadian ports
(Quebec, Trois Rivieres) bulk material (Copper Concentrate) is sold directly to market and is shipped bulk via
Canadian port (Quebec, Trois Rivieres)
Energy: Supplied by Ontario’s provincial electricity grid and produced directly by Vale Canada via hydro generation.
(1)
Area with reserves and resources associated.
THOMPSON

Ownership interest 100%


Location Thompson, Manitoba, Canada.
Operator Vale Canada.
Mineral titles(1) - Mining Claim Leases (“MCL”) are in good standing and expire between 2023 and 2027.
- Transition Agreement with the government of Manitoba will renew MCLs to Mineral Leases,
with renewable terms of 21 years. We can continue to operate during the renewal process.
Acreage: 1,793 ha.

VALE ANNUAL REPORT FORM 20-F | 61


LINES OF BUSINESS

Stage/ Operations Production stage since 1961. Integrated underground mining and milling operations.
Key permit conditions We have or expect to obtain in a timely manner the necessary permits for operations.
Mine types and mineralization styles Nickel. Primarily underground mining operations with nickel sulfide ore bodies, which also
contain copper, PGMs and cobalt.
Associated facilities and infrastructure Following the closure of Thompson Smelter and Refinery, since the second half of 2018, Nickel
Concentrate is shipped from Thompson to be processed at Sudbury integrated operations
and/or Long-Harbor refinery, depending on the demand.
Other facilities: Waste and tailings disposal structures.
Logistics: From Thompson, the nickel concentrate can be trucked or railed to Winnipeg
(Manitoba) or directly railed to Sudbury (Ontario) or Trois-Rivieres, (Quebec). From Trois-
Rivieres, the concentrate is stored at the port and loaded aboard a ship for Long Harbour
Refinery (Newfoundland & Labrador).
Energy: Hydro-electric power supplied by Manitoba’s provincial utility company.
(1)
Area with resources associated.
VOISEY’S BAY AND LONG HARBOUR

Ownership interest 100%


Location Newfoundland and Labrador, Canada.
Operator Vale Newfoundland & Labrador Limited which is wholly owned by Vale Canada.
Mineral titles(1) Mining lease expiring in 2027 with a right of further renewals for 10-year periods.
Acreage: 1,595 ha.
Stage/ Operations Production stage since 2005. Integrated mining and milling operation at Voisey’s Bay producing
nickel and copper concentrates. further integrated with Long Harbour Refinery (in operation since
2014).

62 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

Key permit conditions We have or expect to obtain in a timely manner the necessary permits for operations.
Mine types and mineralization styles Nickel and copper. Open pit and underground mining operations with nickel sulfide ore bodies,
which also contain copper and cobalt.
Associated facilities and infrastructure Processing plant: Nickel concentrate from Voisey’s Bay (Labrador) is refined at Long Harbor
(Newfoundland) to produce finished nickel rounds and pellets, as well as associated copper and
cobalt products. Since the second half of 2021, Long Harbor also started processing additional
feed from Thompson, Manitoba. Copper Concentrate produced by Voisey’s Bay (Labrador) is
directly sold to the market.
Other facilities: Waste and tailings disposal structures.
Logistics: The copper and nickel concentrate from Voisey’s Bay are transported to the port by
haulage trucks and then shipped by dry bulk vessels to either overseas markets (copper) or to our
Long Harbour facilities (nickel) for further processing. Thompson concentrate is sent to Long
Harbor by rail and ship.
Energy: Power at Voisey’s Bay is 100% supplied through Vale-owned diesel generators. Power at
the Long Harbour refinery is supplied by the Newfoundland and Labrador provincial utility
company.
(1)
Area with reserves and resources associated.
ASIA/PACIFIC OPERATIONS
PTVI

Ownership interest Owned by PT Vale Indonesia Tbk (“PTVI”). We indirectly hold 44.34% of PTVI (Sumitomo Metal
Mining (“Sumitomo”) holds 15.03%, PT Indonesia Asahan Aluminium (Persero) (“Inalum”) holds
20%, Sumitomo Corporation holds 0.14% and the public holds 20.49%).

VALE ANNUAL REPORT FORM 20-F | 63


LINES OF BUSINESS

Location - Sorowako, South Sulawesi Province.


- Bahodopi, Central Sulawesi Province.
- Pomalaa, Southeast Sulawesi Province.
Operator PTVI.
Mineral titles(1) Contract of Work expires in 2025, with right to two consecutive ten-year extensions.
Acreage: 118,017ha.
Stage/ Operations Sorowako: Production stage since 1978 and engages in mining and value-added smelting
activities in the production of nickel matte.
Bahodopi and Pomalaa Projects: Exploration Stage.
Key permit conditions We have or expect to obtain in a timely manner the necessary permits for operations.
Mine types and mineralization styles Nickel laterite open pit mining which also contains cobalt.
Associated facilities and infrastructure Processing plant: PTVI mines nickel laterite ore and produces nickel matte, which is shipped
primarily to our nickel refinery in Japan. Pursuant to life of mine off take agreements, PTVI sells
part of its production to Vale Canada (currently, 80%) and part of Sumitomo (currently 20%). Vale
Canada annual share of the offtake of PTVI may change based on the total production of PTVI.
Other facilities: Waste disposal structures and hydroelectric power
facilities.
Logistics: PTVI nickel matte product is trucked approximately 55 km to the river port at Malili and
then loaded onto barges.
Energy: Produced primarily by PTVI’s low-cost hydroelectric power plants on the Larona River
(there are currently three facilities). PTVI has thermal generating facilities to supplement its
hydroelectric power supply with a source of energy that is not subject to hydrological factors.
(1) Area of the contract of work (COW).

64 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

SOUTH ATLANTIC OPERATIONS


ONÇA PUMA

Ownership interest 100%


Location Pará, Brazil.
Operator Vale S.A.
Mineral titles(1) Mining concession with no expiration date.
Acreage: 14,787 ha.
Stage/ Operations Production stage since 2010. Mining and smelting operation producing a high-quality
ferronickel for application within the stainless-steel industry.
Key permit conditions We have or expect to obtain in a timely manner the necessary permits for operations.
Mine types and mineralization styles Nickel laterite deposit, open pit mining.
Associated facilities and infrastructure Processing plant: The operation produces ferronickel via a rotary kiln electric furnace
process. We are currently operating a single line with one electric furnace and two lines of
calcine and rotary kilns, with nominal capacity estimated at 27,000 metric tons per year.
We have approved the construction of the second furnace. See Additional Information—
Legal proceedings—Legal proceedings seeking suspension of certain operations in the state
of Pará.
Other facilities: Waste and tailings disposal structures.
Logistics: The ferro nickel is transported by truck to the Vila do Conde maritime terminal
in the Brazilian state of Pará and exported in ocean containers.
Energy: Supplied through the national electricity grid. Produced directly by our power
plants or acquired through power purchase agreements
(1)
Area with reserves and resources associated.

VALE ANNUAL REPORT FORM 20-F | 65


LINES OF BUSINESS

NICKEL REFINERIES

Long Harbour, Port Colborne and Copper Cliff are described as part of Canadian operations summary above.

CLYDACH MATSUSAKA
Ownership interest 100% We own 87.2% of the shares, and Sumitomo owns the remaining
shares.
Location Clydach, Wales (U.K.). Matsusaka, Japan.
Operator Vale Europe Limited. Vale Japan Limited.
Capacity Standalone nickel refinery (producer of finished nickel), with Standalone nickel refinery (producer of intermediate and finished
nominal capacity of 40,000 metric tons per year. nickel), with a nominal capacity of 60,000 metric tons per year for
intermediate nickel products (for finished nickel product capacity the
estimated capacity is 30,000 mt).
Operations Processes a nickel intermediate product, nickel oxide, supplied Produces intermediate products for further processing in our
from our Sudbury and Matsusaka operations to produce finished refineries in the UK, and Canada, and finished nickel products using
nickel in the form of powders and pellets. nickel matte sourced from PTVI.
Energy Supplied through the national electricity grid. Supplied through the national electricity grid. Acquired from regional
utility companies.
Logistics Transported to final customer in the UK and continental Europe Products trucked over public roads to customers in Japan. For
by truck. Products for overseas customers are trucked to the overseas customers, the product is loaded into containers at the plant
ports of Southampton and Liverpool and shipped by ocean and shipped from the ports of Yokkaichi and Nagoya.
container.

66 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

2.1.2 Production

The following table sets forth our annual mine production by operating mine and the average percentage grades of nickel and copper. Please, note that: (i) the mine
production at Sorowako Mine represents the product from the PTVI’s screening station delivered to the processing plant and does not include nickel losses due to
drying and smelting; (ii) for our Sudbury, Thompson and Voisey’s Bay operations, the production and average grades represent the run-of-mine delivered from those
operations to respective mills and do not include adjustments due to beneficiation, smelting or refining; (iii) for our Onça Puma operation in Brazil the production
and average grade represents the run-of-mine not accounting for losses due to processing.

2022(1) 2021(1) 2020(1)


Grade Grade Grade
Production Cu Ni Production Cu Ni Production Cu Ni
Sudbury, Ontario
Copper Cliff North 748 1.35 1.17 468 1.57 1.26 580 1.49 1.30
Creighton 433 2.17 2.62 330 2.76 2.59 508 2.78 2.60
Garson 616 1.21 1.29 410 1.14 1.39 485 1.05 1.52
Coleman 875 2.62 1.47 664 3.33 1.36 1,038 3.41 1.43
Totten 414 1.97 1.57 256 1.59 1.18 637 1.83 1.31
Ontario - total 3,086 1.88 1.53 2,128 2.22 1.51 3,248 2.30 1.58
Manitoba
Thompson 608 0.13 1.56 646 - 1.85 691 - 1.93
Voisey’s Bay
Ovoid+Discovery Hil
1,575 0.74 1.28 2,061 1.07 2.04 1,588 1.16 2.19
Reid Brook+Eastern
Deeps 89 0.72 1.74 - - - - - -
Indonesia
Sorowako(2) 4,565 0 1.31 4,149 - 1.79 4,163 - 1.82
Brazil
Onça Puma(3) 1,726 0 1.90 2,016 - 2.11 3,429 - 1.58
(1) Production is stated in thousands of metric tons. Grade is % of copper or nickel, respectively.
(2) These figures correspond to 100% production and are not adjusted to reflect our ownership. We own a 44.34% interest in PTVI.
(3) Mining activities in Onça Puma were suspended from September 2017 through September 2019.

VALE ANNUAL REPORT FORM 20-F | 67


LINES OF BUSINESS

The following table provides information about our nickel production, including nickel refined through our facilities and intermediates designated for sale. The
numbers below are reported on a contained nickel basis.

Finished production by ore source for the year ended


December 31,
Mine Type 2022 2021 2020
(thousand metric tons contained nickel)
Sudbury Underground 38.99 32.18 43.28
Thompson Underground 9.94 5.88 10.60
Voisey’s Bay(1) Open pit/Underground 24.35 38.13 35.70
Sorowako(2) Open cast 63.90 65.40 72.20
Onça Puma Open pit 23.59 19.07 16.00
External(3) – 18.32 6.05 6.59
Total(4) 179.09 166.71 184.37
(1) Includes finished nickel produced at Long Harbour.
(2) These figures have not been adjusted to reflect our ownership. We own a 44.34% interest in PTVI.
(3) Finished nickel processed at our facilities using feeds purchased from unrelated parties.
(4) These figures do not include tolling of feeds for unrelated parties.

2.1.3 Individual property disclosure

We consider Sudbury to be a material property, for purposes of S-K 1300.

2.1.3.1 Sudbury

Property Description
The Sudbury property is in the Greater City of Sudbury, which is approximately 330 km North–Northeast of the city of Toronto in the Province of Ontario, as illustrated
below. Our Sudbury operations consist of:

 Production stage underground mines (Coleman, Copper Cliff, Creighton, Garson, Totten), a non-operating mine (Stobie), in addition to exploration stage
and non-producing deposits (e.g., Victor and Copper Cliff Pit)
 Processing and refining capabilities are a combination of facilities in Sudbury (Clarabelle Mill, Copper Cliff Smelter and Nickel Refinery), Port Colborne Nickel
Refinery, which is located in in Port Colborne, Ontario, about 160 km from Toronto, Ontario.

The following table shows the locations of the central mass point of the Sudbury Operations in WGS 1984 datum.
Latitude Longitude
Mine
(north) (west)
Coleman 46°40'37.0 81°20'21.2

68 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

Copper Cliff 46°29'29.0 81°04'05.0


Creighton 46°28'23.7 81°04'05.0
Garson 46°34'02.9 80°51'26.4
Copper Cliff Pit 46°31'05.4 81°03'30.2
Stobie 46°32'15.3 80°59'31.1
Totten 46°22'55.2 81°27'09.8
Victor 46°40'26.8 80°48'44.2

Infrastructure

The Sudbury operations currently have all infrastructure in place to support mining and processing activities.

Our operations in Sudbury have a 120-year history of mining in the region, and we possess a highly skilled and trained workforce as well as sophisticated local goods
and service providers to support our mining operations. Multiple transportation routes access the Sudbury area inclusive of air, rail and vehicle transport. Access to
the various mine and deposit sites is through a system of numbered municipal roads and roads operated by us.

Electrical power for the Sudbury operations is primarily sourced from grid supply (approximately 90%). In Sudbury, all incoming grid-connected power and
hydroelectric generation is distributed to mines and processing plants through our electrical distribution network, consisting of 69 kV distribution power lines,
substations, transformers, breakers, disconnects and other electrical equipment. This distribution system is owned, operated, and maintained by us.

A portion of the demand is met by our hydroelectric power facilities. We consume 100% of our self-generated and produced hydro generation. The hydroelectric
facilities have a nameplate capacity of 55 MW.

VALE ANNUAL REPORT FORM 20-F | 69


LINES OF BUSINESS

Process water for Clarabelle Mill is sourced from water recycled from the tailings complex. Mines depend on the Vermilion River water intake which is owned and
operated by us. The intake pumps raw water from the river to Creighton where it is treated at the Vermilion water treatment plant. After treatment, water is supplied
to mines in the Sudbury area, Clarabelle Mill, Copper Cliff Smelter, and Copper Cliff Refinery.

Geology and Mineralization

Deposits within the Sudbury Igneous Complex (“SIC”) are examples of nickel–copper mineralization related to magnetism following a meteorite impact. The SIC is
exposed as an elliptical ring with a northeast-trending long axis of approximately 72 km and a short axis of approximately 27 km. The Sudbury deposits host three
principal styles of mineralization: Contact-style, Offset-style, Footwall style. However, the three mineralization environments can be quite variable, transitional, and
many exhibit characteristics fitting more than one mineralization environment description.

Exploration

The first exploration activities date back to 1856 when nickel was first discovered. Over the years different exploration activities have been carried out, including
geological mapping, drilling, ore control field sampling and geophysics. We continually invest in mineral exploration with the aim of expanding our mineral resources
and mineral reserves and to achieve an adequate level of confidence in the resource estimate that supports our mining plans.

Mineral Rights

Our landholdings in the area include mining claims, mining leases, patented claims, and mining licenses of occupation. The total Mineral Rights area of the Ontario
licenses containing the mineral resource and mineral reserve estimate (MRMR) footprint is determined by vertically projecting mineral envelopes to surface and
itemizing by license surface area. The total Mineral Rights area contains 172 licenses totaling approximately 9,062 ha. We hold Mineral Rights licenses in Ontario as
follows: 168 licenses are registered patents, two licenses are 21-year mining leases, one license is a mining license of occupation, and one license is an unpatented
mining claim. Each of these license types are subject to terms, applicable fees and/or penalties as defined by their current expiry dates, and/or if said expiry dates are
properly renewed or breached as per definition in the Provincial Mining Act of Ontario. We also have mineral rights outside of the defined MRMR footprint held
under various license titles listed above. These licenses and their mineral rights are kept in good standing with exploration expenditures or where applicable cash in
lieu of expenditures.

Surface rights
We hold sufficient surface rights for the current life of mine. In the Sudbury district, we are the registered owner of mining rights and surface rights or a combination
of both shown as fee simple lands and mining leased lands.

Current, planned, future mining plans

Mines are owner-operated and use conventional equipment. The current extraction methods used in underground mining are conventional bulk stoping and narrow
vein cut-and-fill mining methods, depending on the mine and geological setting. As part of the long-term strategy and continuous pursuit to add value to the
company, by bringing operational reliability, expanding mineral resources and reserves portfolio and development of additional future production capacity we
continually invest in mineral exploration.

70 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

Asset details and modernization

Over the years, current and previous owners have invested capital to modernize the property, and we now have equipped some of our mines with a wireless network
underground (LTE and WiFi), tele-remote mobile equipment and battery electric vehicles. Our underground mines also rely on a robust micro seismic network, as
part of our seismic management plan. As part of our innovation program, we are also testing continuous development with deployment of a mechanical rock
excavation machine in Sudbury. Our mobile and fixed assets follow a strategic maintenance program for repair, refurbishment and replacement. Our underground
development drifts are also part of a ground control monitoring program, for timely rehabilitation and/or enhancement of ground support when needed.

Total property book value


The book value of the property and its associated plant and equipment was US$ 6,356 million as of December 31, 2022, which does not include goodwill for energy
transition metals operations.

Operator history
The Sudbury, Ontario operations have over 120 years of active mining history, and exploration activities that date back to 1856 when nickel was first discovered.
Various company names are documented in Ontario’s history such as the Canadian Copper Company of Cleveland, Mond Nickel company, International Nickel
Company, Ltd. (joint venture by the Canadian Copper Company, Orford Copper Company and American Nickel Works. Nickel refinery at Clydach, Wales constructed
by the Mond Nickel Company) and the British American Nickel Corporation. In 1975, Inco became the formal name of the International Nickel Company of Canada,
Limited and in 2006 CVRD obtained ownership of Inco. CVRD rebranded itself to Vale and CVRD–Inco changed its name to Vale Inco and in 2010, Vale Inco changed
its name to Vale Canada.

Encumbrances and permitting requirements

There are no known encumbrances on the property, considering the part of the property with reserves or resources associated.

Reserves and resources


The mineral resources and reserves in Ontario are shown as of year ending 2022. For each table, the price, timeframe and point of reference used, when estimating
mineral resources and reserves are highlighted.

Mineral resource estimate

For a discussion of the changes from the previous fiscal year, see Reserves and Resources. All disclosure of mineral resources is exclusive of mineral reserves.

VALE ANNUAL REPORT FORM 20-F | 71


LINES OF BUSINESS

Sudbury - Summary of Nickel, Cobalt, Copper, PGMs and Gold Mineral Resources as of December 31 (1)(2)(3)(5)
2022 2021 Cut-off Metallurgical
Category
Tonnage Ni Co Cu Pt Pd Au Tonnage Ni Co Cu Pt Pd Au grade(4) recovery(4)
Measured 5.5 1.13 0.03 2.33 1.92 2.39 0.90 7.3 1.24 0.05 0.93 0.51 0.61 0.20 Ni -55-90%
4–298
Indicated 38.2 1.30 0.03 2.14 0.90 1.11 0.35 50.5 1.59 0.04 2.19 0.92 1.17 0.38 Cu – 70-95%
US$/t
Measured Co-20-30%
3.5%
+ 43.7 1.28 0.03 2.16 1.03 1.27 0.42 57.9 1.54 0.04 2.04 0.87 1.10 0.35 Pt 55-80%
CuEq
Indicated Pd 60-80%
Inferred 18 1.3 0.04 1.4 0.9 1.0 0.3 8.6 2.1 0.05 2.5 1.5 1.8 0.6 Au 25-75%.
(1) The mineral resource reasonable prospects of economic extraction were determined using the following price ranges: nickel US$13,376-18,800/t, copper US$ 6,100-8,150/t, cobalt US$ 45,000-52,911/t,
platinum US$ 1,124-1,290/oz, palladium US$ 925-1,400/oz, gold US$ 1,000-1,650/oz, depending on the deposit. For each deposit, mineral resource prospect of economic extraction was determined based
on a commodity price assumption established at the time of mine design. The commodity price assumption for each deposit continues to provide a reasonable basis for establishing the prospects of
economic extraction for mineral resources estimated at this deposit as of December 31, 2022.
(2) Resources are reported on a 100% basis, as operations are entirely owned by us.
(3) Tonnage is in millions of dry metric tons. Cu, Ni, Co grades are in (%), Pt, Pd and Au grades are in g/t. Point of reference of the estimate is in situ.
(4) Cut-off grade, metallurgical recovery, pricing data is shown as ranges, due to the variability in specific orebody requirements and timing of the associated estimate.
(5) Details on the material assumptions supporting the estimate can be found in the Technical Report Summary for Sudbury operations filed as Exhibit 96.1 to this annual report on Form 20-F.

Mineral reserves estimate

For a discussion of the changes from the previous fiscal year, see Reserves and Resources.

Sudbury - Summary of Nickel, Cobalt, Copper, PGMs and Gold Mineral Reserves as of December 31 (1)(2)(3)(6)
2022 2021 Cut-off Metallurgical
Category
Tonnage Ni Co Cu Pt Pd Au(5) Tonnage Ni Co Cu Pt Pd Au(5) grade(4) recovery(4)
Ni -65-90%
Proven 18.1 1.55 0.04 1.87 1.15 1.14 0.47 18.9 1.51 0.04 1.94 1.22 1.19 0.51 Cu – 80-95%
80–240 Co-20-30%
Probable 54.3 1.44 0.04 1.32 0.84 1.11 0.29 35.0 1.24 0.03 1.40 1.12 1.49 0.39 Pt 55-80%
US$/ton
Pd 50-80%
Total 72.4 1.47 0.04 1.46 0.92 1.11 0.34 53.9 1.33 0.04 1.59 1.16 1.38 0.43 Au 25-80%

(1) The mineral reserve economic viability was determined based on a commodity price curve with long-term price of per metric ton of US$17,725 for nickel, US$7,950 for copper, US$56,250 for cobalt. US$/oz
platinum US$1,175 palladium US$1,175, and gold US$1,525.
(2) Reserves are reported on an 100% basis, as operations are entirely owned by us.
(3) Tonnage is in millions of dry metric tons. Ni, Cu, Co grades are in (%), Pt, Pd and Au grades are in g/t. The point of reference is the point of delivery to the process plant.
(4) Cut-off, metallurgical recovery, pricing data is shown as ranges, due to the variability in specific orebody requirements and timing of the associated estimate.
(5) Figures shown do not deduct the streaming amounts. For a description of our streaming arrangement with Wheaton, see Section 2.3 PGM’s and other Precious Metals.
(6) Details on the material assumptions supporting the estimate can be found in the Technical Report Summary for Sudbury operations filed as Exhibit 96.1 to this annual report on Form 20-F.

72 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

2.1.4 Nickel Strategy

A key aspect of our strategy for the nickel business is retaining our product leadership position supplying nickel for the
global renewable energy transition, while striving to be a sustainable operator and a global benchmark for health and
safety in the industry and in the communities where we operate. We are focused on transforming the business,
continuing to review asset utilization, optimizing our operations and concentrating our efforts to increase productivity
and improve returns, while preserving capacity for growth. We are one of the world’s largest nickel producers, with
large-scale, long-life and low-carbon assets. Leveraging our substantial resource base and diversified mining operations,
we produce nickel products from nickel sulfide and laterite sources utilizing advanced technology. Our commercial
footprint is global, with a focus on providing top-tier customer service.

Our nickel products are tailored to meet the needs of customers across different industries and geographies, including
those requiring high-purity nickel as well as the rapidly evolving electric vehicle battery supply chain. In 2022, 52% of
our global nickel production came from our Canadian operations, which benefits from the use of renewable energy,
and a stable jurisdiction with strong ESG standards and credentials.

Our operations in the North Atlantic position us well to supply into the electric vehicle market, in line with our low-
carbon agenda. We have agreements to sell our low-carbon Class I nickel to several North American and European
producers in the electric vehicle supply chain. In the medium term, we are targeting to direct 30-40% of our Class I
nickel production to the electric vehicle battery market. We are also exploring other partnerships on a regular basis.

The plating rounds and nickel melt rounds from our Long Harbour processing plant, a leading-edge hydrometallurgical
facility on Canada’s East Coast, are one of the least carbon-intensive nickel products on the market. With a carbon
footprint of 4.0t CO2 e per tonne, these Class I nickel products position us well for supplying to the electric vehicle
industry.

In 2022, we made significant advancements on two replacement projects in Canada: the Voisey's Bay Underground and
phase 1 of the brownfield expansion of Copper Cliff Mine. Both projects have high nickel content and a significant
amount of base-metal/precious metal by-products. For our operation in Onça Puma in Brazil we obtained approval for
the construction of the 2nd furnace, and the option to develop, through joint ventures, the Pomalaa and Bahodopi
projects in Indonesia, which have reached groundbreaking.

2.1.5 Customers and sales

Our nickel customers are broadly distributed on a global basis. In 2022, 45% of our refined nickel sales were delivered
to customers in Asia, 23% in Europe, 30% in North America and 2% in other markets. We have short-term fixed-volume
contracts with customers for most of our expected annual nickel sales. These contracts generally provide stable demand
for a significant portion of our annual production. We also have multiple long-term agreements to sell our Class I nickel,
including into the North Atlantic electric vehicle market. For more information, see Overview—Business Overview.

Nickel is an exchange-traded metal, currently listed on the London Metal Exchange (“LME”) and Shanghai Futures
Exchange (“SHFE”), and most nickel products are priced according to a discount or premium to the LME price, depending
primarily on the nickel product’s physical and technical characteristics. Our finished nickel products represent what is
known in the industry as “primary” nickel, meaning nickel produced principally from nickel ores (as opposed to
“secondary” nickel, which is recovered from recycled nickel-containing material). Finished primary nickel products are
distinguishable in terms of the following characteristics, which determine the product price level and the suitability for
various end-use applications:

 nickel content and purity level: (i) intermediates have various levels of nickel content, (ii) nickel pig iron has
1.5-15% nickel, (iii) ferro-nickel has 15-40% nickel, (iv) refined nickel with less than 99.8% nickel, including
products such as Tonimet™ nickel, (v) standard LME-grade nickel has a minimum of 99.8% nickel, and
(vi) high-purity nickel has a minimum of 99.9% nickel and does not contain specific elemental impurities;
 shape (such as discrete or filamentary powders, pellets, discs, squares and strips);
 size (from micron powder particles to large full-sized cathodes); and

VALE ANNUAL REPORT FORM 20-F | 73


LINES OF BUSINESS

 packaging (such as bulk, 2-ton bags, 250 kg drums, 10 kg bags).

In 2022, the principal first-use applications for primary nickel were:

 stainless steel (64% of global nickel consumption);


 non-ferrous alloys, alloy steels and foundry applications (12% of global nickel consumption);
 nickel plating (6% of global nickel consumption);
 battery precursors (15% of global nickel consumption); and
 others (3% of global nickel consumption).

In 2022, 84% of our refined nickel sales were made into non-stainless-steel applications, compared to the industry
average for nickel producers of 36%. This brings more diversification and sales volume stability to our nickel revenues.
As a result of our focus on higher-value segments, our average realized nickel prices for refined nickel have typically
exceeded LME cash nickel prices.

We offer sales and technical support to our customers on a global basis through an established marketing network
headquartered at our head office in Toronto (Canada). We have a well-established global marketing network for finished
nickel with sales and technical support distributed around the world with presence in Singapore and Toronto (Canada)
and have sales managers located in St. Prex (Switzerland), Paramus, New Jersey (United States) and at several locations
throughout Asia. For information about demand and prices, see Operating and Financial Review and Prospects—
Overview—Major factors affecting prices.

2.1.6 Competition

The global nickel market is highly competitive. Our key competitive strengths include our long-life mines, sophisticated
exploration and processing technologies, and a diversified portfolio of products. Our global marketing reach, diverse
product mix, and customer technical support direct our products into applications and geographic regions that offer
the highest margins for our products.

Our nickel production represented 6.13% of global consumption for primary nickel in 2022. In addition to us, the largest
mine-to-market integrated suppliers in the nickel industry (each with its own integrated facilities, including nickel
mining, processing, refining and marketing operations) are Tsingshan Group, Jiangsu Delong Nickel, Jinchuan
Nonferrous Metals Corporation, Nornickel and Eramet. Together with us, these companies accounted for about 45% of
global refined primary nickel production in 2022.

The quality of nickel products determines its market suitability. Upper Class I products, which have higher nickel content
and lower levels of deleterious elements, are more suitable for high-end nickel applications, such as the growing electric
vehicle market (batteries) and utilization in specialty industries (e.g., aircraft and spacecraft) and draw a higher premium.
Lower Class I products have slightly higher levels of impurities compared to Upper Class I products and are suitable for
more general nickel applications, such as foundry alloys and generally receive a lower premium compared to Upper
Class I products. Class II products, which have lower nickel content and higher levels of deleterious elements, are mostly
used in the making of stainless steel. Intermediate products do not represent finished nickel production and are
generally sold at a discount given that they still need to be processed before being sold to end customers.

Much of the world nickel production is composed of Class II nickel products (61% of the global market in 2022), which
include nickel pig iron (“NPI”) and ferro nickel (with nickel content under 99%). Most of our products are high quality
nickel products, which makes us the supplier of choice for specialty nickel applications. In 2022, 52% of our nickel
products were Upper Class I, 13% were Lower Class I and 9% were Intermediates.

While stainless steel production is a major driver of global nickel demand, stainless steel producers can obtain nickel
with a wide range of nickel content, including secondary nickel (scrap). The choice between primary and secondary
nickel is largely based on their relative prices and availability. See Operating and Financial Review and Prospects—
Overview—Major factors affecting prices—Nickel.

74 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

Competition in the nickel market is based primarily on quality and reliability of supply and price. We believe our
operations are competitive in the nickel market because of the high quality of our nickel products.

2.2 COPPER

2.2.1 Properties

We conduct our copper operations primarily through our parent company Vale S.A. and our wholly owned subsidiary
Salobo Metais S.A. in Brazil, and through our subsidiary Vale Canada in Canada. The copper concentrate produced by
the South Atlantic contains gold and silver. Our copper operations are described in the tables below.

VALE ANNUAL REPORT FORM 20-F | 75


LINES OF BUSINESS

COPPER OPERATIONS & PROJECTS


BRAZIL

SOSSEGO
Ownership interest 100%
Location Carajás, State of Pará, Brazil.
Operator Vale S.A.
Mineral titles Mining concession and application for mining concession with
no expiration date.
Acreage: 117,508 ha.
Stage/ Operations Production stage since 2004. Two main open pits (Sossego
and Sequerinho) and a processing facility to concentrate the
ore, and satellites deposits (118, Cristalino, Bacaba and Mata II
projects).
Key permit conditions We have or expect to obtain in a timely manner the necessary
permits for operations.
We are in the process of obtaining or renewing (1) waste and
tailings storage facilities permits and (2) social licenses related
to projects.
For information about environmental licensing, see
Information on the Company—Regulatory matters—Brazilian
Regulation of Mining Dams.
Mine types and mineralization styles Iron oxide-copper-gold (“IOCG”) deposit, with copper as main
element of economic interest and mined using the open pit
method.
Associated facilities and infrastructure Processing Facilities: The run of mine is processed at Sossego
processing facilities with four main components: crushing,
grinding, flotation and concentrate dewatering.
Other facilities: Waste and tailings disposal structures.
Logistics: We truck the concentrate to a storage terminal in
Parauapebas and then transport it via the EFC railroad to the
Itaqui Port in São Luís, state of Maranhão. In Itaqui Port, we
lease a storage terminal until 2023, with a proposal for an
extension for more 20 years, currently under analysis by
competent authorities.
Energy: Supplied through the national electricity grid.
Produced directly by us or acquired through power purchase
agreements.

76 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

SALOBO
Ownership interest 100%
Location Carajás, State of Pará, Brazil.
Operator Salobo Metais S.A.
Mineral titles Mining concession with no expiration date.
Acreage: 9,181 ha.
Stage/ Operations Production Stage since 2012. Integrated open pit mining and
milling operations.
Key permit conditions We have or expect to obtain in a timely manner the necessary
permits for operations.
Mine types and mineralization styles Iron oxide-copper–gold (“IOCG") deposit, with copper and
gold as main elements of economic interest and mined using
open pit method.
Associated facilities and infrastructure Processing Facilities: The run of mine is processed by means of
standard primary and secondary crushing, conveying, roller
press grinding, ball milling, copper concentrate flotation,
tailings disposal, concentrate thickening, filtration and load
out.
Other facilities: Waste and tailings disposal structures.
Logistics: We truck the concentrate to a storage terminal in
Parauapebas and then transport it via the EFC railroad to the
Itaqui Port in São Luís, state of Maranhão. In Itaqui Port, we
lease a storage terminal until 2023, with a proposal for an
extension for more 20 years, currently under analysis by
competent authorities.
Energy: Supplied through the national electricity grid. Acquired
through power purchase agreements.

VALE ANNUAL REPORT FORM 20-F | 77


LINES OF BUSINESS

ALEMÃO PROJECT

Ownership interest 100%


Location Carajás, State of Pará, Brazil.
Operator Vale S.A.
Mining concession with no expiration date.
Mineral titles Acreage: 10,000 ha.
Stage/ Operations Exploration Stage – Pre-Feasibility technical study ongoing.
Key permit conditions We have or expect to obtain in a timely manner the necessary
permits for operations.
Mine types and mineralization styles Iron oxide-copper-gold deposit situated in the Carajás National
Forest. The project is to develop a sublevel caving underground
mine.
Associated facilities and infrastructure Processing Facilities: The project is expected to have as
processing facilities primary crusher, ball milling, copper
concentrate flotation, magnetic concentration, filtration and
tailings disposal.
Energy: Is expected to improve the current transmission line to
230kV capacity.

ASIA/PACIFIC
HU’U PROJECT

78 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

Ownership interest 80% ownership Vale.


Location Dompu and Bima Regencies of Province of Nusa Tenggara
Barat (NTB) Sumbawa Island, Indonesia.
Operator Sumbawa Timur Mining – STM.
Mineral titles(1) Contract of Work covering approximately 19,260 ha is valid
with the Government of Indonesia, comprising all the stages of
a Mining project. The exploration stage (feasibility study) based
on Government’s regulations can be extended annually until
the feasibility study report is complete and approved. Following
approval, the operation-production stage will start, and will be
valid for 30 years, renewable subject to the Government’s
approval.
Acreage: 19,260 ha.
Stage/ Operations Exploration stage – Pre-Feasibility technical study ongoing.
Key permit conditions We have or expect to obtain in a timely manner the necessary
permits for operations.
Mine types and mineralization styles The Onto copper-gold deposit is a large porphyry copper-gold
deposit that also has some characteristics of high sulphidation
epithermal deposits. The project is to develop an underground
mine.
Associated facilities and infrastructure Logistics: This project is a greenfield project, therefore the
actual logistics of transporting ore as well as processing are still
under study.
Infrastructure: The existing infrastructure is under development
due to the project’s greenfield location.
(1)Area of the contract of work.

CANADA
See Energy transition metals—Nickel—Operations

2.2.2 Production

The following table sets forth our annual mine production in our Salobo and Sossego mines and the average percentage
grades of copper. The production and average grade represent run-of-mine production and do not include losses due
to processing. For the annual mine production of copper as a co-product in our nickel operations, see Energy transition
metals—Nickel—Production.

2022(1) 2021(1) 2020(1)


Production Grade Production Grade Production Grade
Brazil
Sossego 10,552 0.64 16,164 0.74 13,145 0.85
Salobo 38,203 0.61 39,418 0.61 43,151 0.68
Total 48,755 0.62 55,582 0.77 56,296 0.72
(1) Production is stated in thousands of metric tons. Grade is % of copper.

VALE ANNUAL REPORT FORM 20-F | 79


LINES OF BUSINESS

The following table sets forth information on our copper production.

Finished production by ore source for


the year ended December 31,
Mine Type 2022 2021 2020
(thousand metric tons)
Brazil:
Sossego Open pit 43.2 81.8 87.7
Salobo Open pit 127.8 144.6 172.7
Canada: (as co-product of nickel operations)
Sudbury Underground 59.2 46.2 76.5
Voisey’s Bay Open pit/Underground 10.8 20.2 17.8
Thompson Underground 5.3 0.4 0.8
External(1) − 6.8 3.6 4.5
Total 253.1 296.8 360.0
(1) We process copper at our facilities using feed purchased from unrelated parties.

2.2.3 Individual property disclosure

We consider Salobo to be a material property, for purposes of S-K 1300. There have been no material changes in the
reported reserves or resources or in the material assumptions and information since the last technical report summary
filed for Salobo operations.

2.2.3.1 Salobo

Property description
Salobo operations constitute a production stage property situated in the Carajás Mining District, Pará State, Brazil, 90
km northwest of the city of Parauapebas. Geographic coordinates for the Salobo Operations are 5°47’27”S latitude and
50°32’5” W longitude, using the Geographic _SAD 69 coordinate system. Salobo operations are owned by Salobo Metais
S.A., our wholly owned subsidiary.

Infrastructure
Salobo operations are connected via an all-weather road network to the cities of Parauapebas (90 km) and Marabá (240
km). There is a commercial airport at Carajás. Railroads link Carajás with the port city of São Luis.

80 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

The required water permits are adequate and current.

The Carajás district has a long history of mining operations. Personnel with experience in mining activities are available
throughout the district. The workforce resides in Carajás, Parauapebas, and surrounding settlements.

Salobo is in the Northwest of the Carajás region within Tapirapé–Aquiri national forest. In the mine area the topography
is steep, varying between 190–520 m in elevation. The area is heavily forested and dominated by relative dense trees
with substantial underbrush. The Carajás district is within the eastern Amazon humid tropical rainforest and has distinct
wet and dry seasons. Mining operations are conducted year-round.

Geology and Mineralization


The Salobo deposit is an example of an iron oxide-copper-gold (“IOCG”) deposit and is hosted in the Carajás Mining
District within Carajás Province, a sigmoidal-shaped, west–northwest–east–southeast-trending late Archean basin.

The mineralization consists of mineralogical assemblages of magnetite–chalcopyrite–bornite and magnetite–bornite–


chalcocite in a number of styles as disseminations, stringers, stockworks, massive accumulations, fracture fillings, or
veins.

The deposit extends over an area of approximately 4 km along strike (west–northwest), is 100–600 m wide, and has
been recognized to depths of 750 m below the surface.

Exploration
Exploration has occurred on the property since 1974 and includes geological mapping, drilling, and airborne
geophysical surveys, metallurgical testwork, environmental and baseline studies, mining studies, and permitting
activities. We continually invest in mineral exploration with the aim of expanding our mineral resources and mineral
reserves and achieving an adequate level of confidence in the resource estimate that supports our mining plans.

Mineral Rights
We have a mining concession for Salobo operations, concession 807.426/1974, granted for copper ore, gold and silver
by ANM on July 16, 1987, covering 9,180.60 ha.

Surface rights
Salobo is located entirely within the Tapirapé–Aquiri National Forest, which belongs to the Federal Government. There
are no third-party properties adjacent to the mining complex. There are no associated payments related to surface
rights.

Current, planned, future mining plans


Mining is carried out as an open pit truck-shovel operation with a planned mine life of approximately 26 years, ending
in 2045. The process plant will continue to operate by reclaiming stockpiled material until 2053.

With the Salobo 3 expansion, the base case mine production schedule involves the movement of 126 Mtpy to feed an
expanded processing capacity of 36 Mtpy, by processing a portion of the ore that would have been stockpiled in the
previous 24 Mtpy production plan.

The process plant is designed to operate 365 days per year. The plant produces a copper concentrate that is transported
by road to a rail offloading facility for rail transport to the seaport of São Luis.

The existing processing plants, Line 1 and Line 2 (Salobo I and II), each have a nominal 12 Mt capacity. We are currently
implementing the Salobo III project to provide a third line that has a nominal 12 Mt circuit, to increase the process
capacity to a total of 36 Mtpy.

VALE ANNUAL REPORT FORM 20-F | 81


LINES OF BUSINESS

Asset details and modernization


Salobo mine has been operating since 2012, with an open pit method, using shovels for ore and waste production,
together with hydraulic shovels, wheel loaders, a fleet of off-road haul trucks and auxiliary equipment to maintain the
access to production areas and slope drainage. A robust replacement program ensures that this equipment follows a
manufacturer recommendation for life of asset and when the useful life of equipment is ending, we plan and invest in
a fleet upgrade.

Total property book value


The book value of the Salobo operations and its associated plant and equipment was US$2,483 million, as of December
31, 2022, which does not include the shared infrastructure assets such as ports and railways.

Operator history
All exploration and development were conducted by us. Copper mineralization was discovered in the Igarapé Salobo
region in 1974. Detailed exploration commenced in 1977. A scoping study was completed in 1981, and pilot studies ran
from 1985 to 1987, culminating in the grant of a mining concession. A prefeasibility study was concluded in 1988, an
initial feasibility study was conducted in 1998, updates to the feasibility study were undertaken in 2001 and 2002, and
a final study was completed in 2004. The Salobo Operations commenced pre-stripping in 2009, and the first concentrate
was produced in 2012. The process plant was upgraded in 2014 and is currently undergoing a second upgrade.

Encumbrances and permitting requirements


There are no material encumbrances for Salobo Operations.

Mineral resources
For a discussion of the changes from the previous fiscal year, see Reserves and Resources. All disclosure of mineral
resources is exclusive of mineral reserves.

Salobo - Summary of Copper Mineral Resources as of December 31, (1) (2)


Category 2022(3) 2021 Cut-off Metallurgical
Tonnage Cu Au Tonnage Cu Au grade(4) Recovery(4)
Measured 37.7 0.37 0.15 30.2 0.39 0.17
Indicated 492.1 0.47 0.24 439.4 0.49 0.25 Cu 80-90%.
0.25 %CuEq
Measured + Indicated 529.8 0.46 0.23 469.7 0.48 0.24 Au-60-70%
Inferred 216.1 0.6 0.3 268.9 0.5 0.3
(1) The mineral resource prospects of economic extraction were determined using the following price assumptions per metric ton: for copper
US$7,500/metric ton and for gold US$1,450/oz.
(2) Resources are reported on an 100% basis, as operations are entirely owned by us.
(3) Tonnage is in millions of dry metric tons and Cu grades are in (%), Au grades in g/t. The point of reference for the estimate is in situ metric tons.
(4) The metallurgical recovery is shown as a range, due to the variability in specific orebody requirements and timing of the associated estimate.

Mineral reserves

For a discussion of the changes from the previous fiscal year, see Reserves and Resources.

Salobo - Summary of Copper Mineral Reserves as of December 31, (1) (2) (3) (6)
2022 2021 Cut-off Metallurgical
Category
Tonnage Cu Au (5) Tonnage Cu Au (5) grade(4) Recovery(4)
Proven 251.8 0.69 0.40 231.0 0.69 0.40
Cu 80-90%.
Probable 860.6 0.60 0.34 902.4 0.60 0.34 0.25% CuEq
Au-60-70%
Total 1,112.4 0.62 0.35 1,133.4 0.62 0.35
(1) The mineral reserve economic viability was determined based on a commodity price curve with long-term price of per metric ton of
US$7,950/metric ton for copper, gold US$1,525/oz.
(2) The resources are reported on an 100% basis, as operations are entirely owned by us.
(3) Tonnage is in millions of dry metric tons and Cu grades are in (%), Au grades are in g/t. Point of reference is the point of delivery to the process
plant.

82 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

(4) The metallurgical recovery is shown as a range, due to the variability in specific orebody requirements and timing of the associated estimate.
(5) Figures shown do not deduct the streaming amounts. For a description of our streaming arrangement with Wheaton, see Section 2.3 PGM’s and
other Precious Metals.
(6) Estimated consolidated copper ore reserves include 220.6 million dry metric tons of stockpile.

2.2.4 Copper strategy

Copper has a solid long-term growth profile, driven by industrialization, construction, and electrical grid infrastructure
expansion. Governments around the world have set ambitious decarbonization targets that, along with the dropping
of renewable energy costs and green economy and stimulus investments, will be crucial for more intensive use of copper
in renewable energy and electric vehicle-related infrastructure projects. We have significant opportunities to expand
our copper business through organic growth. We have a strong portfolio of copper assets, and we intend to develop a
multiyear copper expansion plan, especially with Salobo III, to support our strategic objective of up to 420 thousand
tons per year of production capacity by 2026. In addition to these projects, we have other opportunities to grow in the
future, such as the Alemão project, or even leveraging the knowledge and logistics that already exist in the Carajás
region, while also evaluating opportunities to increase copper production in Canada and Indonesia. In Indonesia, we
are advancing studies to develop the Hu'u project, a world-class deposit, which could further expand our copper
business. We are also engaged in greenfield exploration for copper in some of the world’s most prolific belts, looking
for tier-one assets for future development.

2.2.5 Customers and sales

From our South Atlantic operations, we sell most of our copper concentrates from Sossego and Salobo under
medium- and long-term contracts to copper smelters in Europe and Asia. From our North Atlantic operations, we sell
copper concentrates and copper matte produced in Sudbury domestically and to smelters in Europe and Asia under
long-term contracts, as well as copper concentrates from Voisey's Bay under medium term contracts. Also, from our
North Atlantic operations, we sell copper cathodes from Sudbury and Long Harbour under short-term contracts.

2.2.6 Competition

The global refined copper market is highly competitive. Producers are integrated mining companies and custom
smelters, covering all regions of the world, while consumers are principally wire rod and copper alloy producers.
Competition occurs mainly on a regional level and is based primarily on production costs, quality, reliability of supply
and logistics costs. The world’s largest copper cathode producers are Jiangxi Copper Corporation Ltd., Tongling Non-
Ferrous Metals Group Co., Corporación Nacional del Cobre de Chile (“Codelco”), Aurubis AG, Freeport McMoRan and
Jinchuan, each operating at the parent company level or through subsidiaries. Our participation in the global refined
copper cathodes market is marginal as we position ourselves more competitively in the copper concentrate market.

Copper concentrate and copper matte are intermediate products in the copper production chain. Both the concentrate
and matte markets are competitive, having numerous producers but fewer participants and smaller volumes than in the
copper cathode market due to the high levels of integration by the major copper producers.

In the copper concentrate market, mining occurs on a global basis with a predominant share from South America, while
consumers are custom smelters located mainly in Europe and Asia. Competition in the custom copper concentrate
market occurs mainly on a global level and is based on production costs, quality, logistics costs and reliability of supply.
The largest competitors in the copper concentrate market are Freeport McMoRan, BHP, Glencore, Codelco, First
Quantum, Anglo American, Zijin Mining, Rio Tinto and Antofagasta; each operating at the parent company level or
through subsidiaries. Our market share in 2022 was about 1.2% of the total copper concentrate market.

2.3 PGMs and other precious metals

As by-products of our Sudbury nickel operations in Canada, we recover significant quantities of PGMs, as well as small
quantities of gold and silver. We operate a processing facility in Port Colborne, Ontario, which produces PGMs, gold

VALE ANNUAL REPORT FORM 20-F | 83


LINES OF BUSINESS

and silver intermediate products using feed from our Sudbury operation. PGM concentrates, gold and silver
intermediates from our Port Colborne operation are being sold to third parties. Our copper concentrates from our
Salobo and Sossego mines in Carajás, in the Brazilian state of Pará, also contain gold, the value of which we realize in
the sale of those products.

We have sold to Wheaton Precious Metals Corp. (“Wheaton”) an aggregate of (i) 75% of the by-product gold contained
in concentrate from our Salobo copper mine, in Brazil, for the life of mine, and (ii) 70% of the by-product gold from our
Sudbury nickel mines, in Canada, for 20 years. These sales were made in three different streaming transactions, in
February 2013, March 2015 and August 2016. In connection with these streaming transactions:

 We received upfront payments of (i) US$1.9 billion in 2013, (ii) US$900 million in 2015 and (iii) US$800 million
in 2016. We also received 10 million warrants exercisable into Wheaton shares, which we sold in February 2020
for US$2.5 per warrant, totaling US$25 million.
 We receive ongoing payments of the lesser of US$400 per ounce (subject to a 1% annual inflation adjustment
under the Salobo contract starting January 1, 2019) and the prevailing market price, for each ounce of gold
that we deliver under the agreement.
 As per the Salobo gold by-product stream purchase agreement, we were entitled to receive an additional cash
payment if we expanded our capacity to process Salobo copper ores to more than 28 Mtpy before 2036. In
March 2023, we agreed with Wheaton to amend this agreement to adjust the additional cash payment terms.
- As per the amended agreement, the additional cash payment will be phased, with Wheaton making an
initial payment once actual throughput is demonstrated to be above 32 Mtpy and a second payment once
if actual throughput is demonstrated to be above 35 Mtpy by January 1, 2031. The total cumulative
payments will range from $283 million to $552 million, dependent on our timing for each of the
production increases.
- In addition, Wheaton will be required to make annual payments of between $5.1 million to $8.5 million
for a 10-year period following payment of the expansion additional cash payments if the Salobo mine
maintains a high-grade mine plan. The following table presents information on the contained volume of
precious metals and platinum group metals as a by-product of our production of nickel and copper
concentrates.

By-product finished production by ore


source for the year ended December 31,
Mine Type 2022 2021 2020
(thousand troy ounces of contained metal)
Sudbury: (1)
Platinum Underground 102 78 140
Palladium Underground 127 98 186
Gold (2) Underground 44 27 70
Salobo:
Gold contained in copper concentrate (2) Open pit 215 274 331
Sossego:
Gold contained in copper concentrate Open pit 30 63 68
(1) These numbers also include ore source from Manitoba, external source, and minor amounts from Voisey ‘s Bay.
(2) Figures represent 100% of Salobo and Sudbury contained volume of gold as a by-product of our production of nickel and copper concentrates and
do not deduct the portion of the gold sold to Wheaton.

2.4 Cobalt

We recover significant quantities of cobalt as a by-product of our nickel operations. In 2022, we produced 909 metric
tons of refined cobalt metal (in the form of cobalt rounds) at our Port Colborne refinery, 1,525 metric tons of cobalt
rounds at our Long Harbour refinery. We sell cobalt on a global basis. The cobalt metal and the Long Harbour cobalt
rounds are electrorefined at our Port Colborne refinery and have very high purity levels (99.8%), meeting the LME

84 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

contract specification. Cobalt metal is used in the production of various alloys, particularly for aerospace applications,
and in the manufacturing of cobalt-based chemicals primarily for use in rechargeable batteries.

In June 2018, we sold to Wheaton and Cobalt 27 Capital Corp. (“Cobalt 27”) a combined 75% of the cobalt produced as
a by-product at our Voisey’s Bay mine from January 1, 2021, which includes the ramp down of production from the
existing mine and the life of mine production from our underground mine expansion project. In consideration, we
received US$690 million in cash from Wheaton and Cobalt 27 upon closing of the transaction on June 28, 2018, and
will receive additional payments of 18-22% of cobalt prices upon delivery. In February 2021, the stream originally sold
to Cobalt 27 was assigned to Anglo Pacific Group. We remain exposed to approximately 40% of future cobalt production
from Voisey’s Bay, through our retained interest in 25% of cobalt production and the additional payments upon delivery.

The following table sets forth information on our cobalt production.

By-product finished production by ore


source for the year ended December 31,
Mine Type 2022 2021 2020
(contained metric tons)
Sudbury Underground 367 304 453
Thompson Underground 143 35 60
Open
Voisey’s Bay(1) 1,169 1,770 1,591
pit/Underground
Others(2) − 755 414 369
Total 2,434 2,523 2,473
(1) Figures represent 100% of cobalt production, and do not deduct the portion of cobalt stream sold to Cobalt27, Wheaton and Anglo Pacific Group.
(2) These figures do not include tolling of feeds for unrelated parties. Includes cobalt processed at our facilities using feeds purchased from unrelated
parties and PTVI ore source 233 metric tons in 2020, 324 metric tons in 2021, and 521 metric tons in 2022.

2.5 Logistics and energy assets to support energy transition metals operations

Ports

Canada
Vale Newfoundland & Labrador Limited operates a port as part of our mining operation at Voisey’s Bay, Labrador and
a port as part of our processing operation at Long Harbour, Newfoundland. The port at Voisey’s Bay is used for shipping
nickel and copper concentrates and re-supply. The port at Long Harbour is used to receive nickel concentrate from
Voisey’s Bay along with goods and materials required for the Long Harbour operation.

Indonesia
PTVI owns and operates two ports in Indonesia to support its nickel mining activities.

 The Balantang Special Port is located in Balantang Village, South Sulawesi, and has two types of piers, two
barge slips for barges with capacity of up to 5,000 DWT each for dry bulk cargo, and a general cargo wharf for
vessels of up to 2,000 DWT.
 The Tanjung Mangkasa Special Port is in Lampia Village, South Sulawesi, with mooring buoys that can
accommodate fuel tankers with capacity of up to 20,000 DWT, and a jetty terminal that can accommodate fuel
tanker vessels with capacity of up to 5,000 DWT.

Energy

Canada
In 2022, our wholly owned and operated hydroelectric power plants in Sudbury generated 13.7% of the electricity

VALE ANNUAL REPORT FORM 20-F | 85


LINES OF BUSINESS

requirements of our Sudbury operations. The power plants consist of five separate generation stations High Falls I and
II, Big Eddy, Wabageshik and Nairn with an installed generator nameplate capacity of 55 MW. The output of the plants
is limited by water availability, as well as by constraints imposed by a water management plan regulated by the
provincial government of Ontario. Over the course of 2022, average demand for electrical energy was 161.45 MW to
all surface plants and mines in the Sudbury area.

In 2022, diesel generation provided 100% of the electric requirements of our Voisey’s Bay operations. We have six
diesel generators onsite, with output ranging from 12 to 14 MW, in order to meet seasonal demands.

Indonesia
Energy costs are a significant component of our nickel production costs for the processing of lateritic ore at our PTVI
operations in Indonesia. A major portion of PTVI’s electric furnace power requirements is supplied at a low cost by its
three hydroelectric power plants on the Larona River: (i) the Larona plant, which has an average generating capacity of
165 MW, (ii) the Balambano plant, which has an average capacity of 110 MW and (iii) the Karebbe plant, with 90 MW of
average generating capacity. These plants help reduce production costs by substituting oil used for power generation
with hydroelectric power, reduce CO2 emissions by replacing non-renewable power generation, and enable us to
increase our current nickel production capacity in Indonesia.

86 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

3. OTHER INVESTMENTS

3.1 Samarco Mineração S.A.

We have a 50% equity interest in Samarco, and BHP Billiton Brasil Ltda. (“BHP Brasil”) owns the remaining 50%. Samarco
owns an integrated system comprised of two different pits, three beneficiation plants, three pipelines, four pellet plants
and a port. The mines and the beneficiation plants are in the state of Minas Gerais and the pellet plants and port are
located in the state of Espírito Santo. From Minas Gerais to Espírito Santo, the production flows through the three
pipelines which extend for approximately 400 Km. Samarco’s mining and pelletizing operations have been gradually
resuming since December 2020.

In 2015, the Fundão tailings dam owned by Samarco collapsed. For additional information, see Business Overview—
Responses to the Collapse of Samarco’s Tailings Dam in Minas Gerais. From 2015 through December 2020, Samarco’s
operations were suspended. In December 2020, Samarco commenced the gradual resumption of its operations, with
the integrated restart of iron ore extraction and beneficiation at the Germano complex, located in Mariana, state of
Minas Gerais, and pelletizing at the Ubu complex, located in Anchieta, state of Espírito Santo. Samarco’s operations are
resuming with approximately 8 Mtpy production capacity, with the use of one of three concentrators to beneficiate iron
ore at the Germano complex and one of four pellet plants in the Ubu complex, representing 26% of Samarco’s
productive capacity. The integrated restart of operations occurs following extensive commissioning tests after the five-
year halt. Samarco is using new processes for tailings disposal, reflecting its commitment to a sustainable restart and
operational safety. Samarco produced 8.3 Mt in 2022 and 7.87 Mt in 2021.

Through the implementation of the filtration process, Samarco is now able to substantially dewater sand tailings, which
represent approximately 80% of total tailings volume, and safely stack these filtered sand tailings in piles. The remaining
20% of tailings are being deposited in Alegria Sul pit, a bedrock self-contained structure, which is safer than a tailings
dam. Additionally, Samarco is progressing in the decommissioning of Germano dam, following the required safety
standards. Samarco operates a 24/7 Monitoring and Inspection Center in real time to monitor the stability and safety
of its geotechnical structures. Furthermore, Samarco is implementing the GISTM in all of its tailing’s facilities.

The carrying value for our investment in Samarco has been reduced to zero since 2015. Samarco has approximately
R$51 billion in debt subject to a judicial reorganization proceeding in Brazil, of which approximately R$24 billion is owed
to its shareholders, BHP Brasil and us. Debt claims of BHP Brasil and us are mostly related to funds provided to Samarco
after the collapse of the Fundão dam, for the purpose of maintenance and operating expenses, as well as contributions
to Fundação Renova and the reestablishment and resumption of Samarco’s operations.

SAMARCO MINERAÇÃO S.A.

Ownership interest 50% owned by Vale; 50% by BHP Brasil.

VALE ANNUAL REPORT FORM 20-F | 87


LINES OF BUSINESS

Location Mariana and Ouro Preto, State of Minas Gerais, Brazil.


Operator Samarco Mineração S.A.
Mining complexes Integrated system comprised of two different pits, three beneficiation
plants, three pipelines, four pump stations, two valves station, four
pellet plants and a port.
Mining title(1) Mining concession with no expiration date.
Acreage: 1,174.30 ha.
Stage/ Operations Continued operations from 1977 to 2015. Operations were suspended
in November 2015, following the collapse of the Fundão dam.
Gradually resuming operations since December 2020.
Key permit conditions We understand that Samarco has the necessary permits for its current
operations.
Mine types and mineralization styles Itabirite ore types extracted using an open-pit mining method.

Associated facilities and infrastructure Mine: Long distance conveyor belt systems and trucks transport the
ore blending to beneficiation plants.
Processing plant: The three beneficiation plants, located at the site,
process the run of mine by means of standard crushing, milling,
concentration steps, producing pellet feed.
Logistics: Samarco mines supply Samarco pellet plants using three
pipelines extending approximately 400 kilometers, with four pump
stations and two valve stations. These pipelines transport the iron ore
from beneficiation plants to the pelletizing plants in the state of
Espirito Santo.
Port: The production is embarked in an own port in the state of
Espirito Santo.
Energy: Supplied through the national electricity grid. Acquired from
regional utility companies or produced directly by Samarco.
(1)
Area with reserves and resources associated.

All mineral resource and mineral reserve information for Samarco’s mining property has been estimated by a qualified
person engaged by Samarco. We are reporting this mineral reserve and resource information given our indirect
economic interest in Samarco’s property, as required under Item 1303(b)(3) of Subpart 1300 of Regulation S-K.
However, for the reasons described above, our ability to receive cash flows from Samarco is limited by the current
outstanding debt of Samarco and its ongoing judicial reorganization proceeding and the carrying value for our
investment in Samarco has been reduced to zero since 2015.

Samarco Iron Ore Mineral Reserves as of December 31, 2022 (1) (2) (3)

Tonnage in metric million tons inclusive moisture and wet %Fe grade
Proven – 2022 Probable – 2022 Total – 2022 Total – 2021
Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade
Samarco 60 41.14 377 43.01 437 42.75 - -
(1) The mineral reserve economic viability was determined based an average long-term price of US$122.84/t pellets and fines - FOB Ubú Port (100%
Blast Furnace).
(2) Adjusted to reflect our 50% equity interest.
(3) The point of reference is in-situ material. The moisture content is 6.5% and the average product recovery (tonnage basis) is 47%.

88 | VALE ANNUAL REPORT FORM 20-F


LINES OF BUSINESS

Samarco Iron Ore Mineral Resources as of December 31, 2022 (1) (2) (3)
Tonnage in metric million tons inclusive moisture and wet %Fe grade
Measured and Indicated
Measured - 2022 Indicated - 2022 - 2022 Inferred - 2022
Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade
Samarco 1,207 38.3 753 36.8 1960 37.7 210 37.4
(1) The mineral resources prospects of economic extraction were determined based an average long-term price of US$130.18/t pellets and fines - FOB
Ubú Port (100% Blast Furnace).
(2) Mineral resources are reported exclusive of those mineral resources converted to mineral reserves and have been adjusted to reflect our 50% equity
interest.
(3) The point of reference is in-situ material. The moisture content is 6.5% and the average product recovery (tonnage basis) is 41%.

3.2 Mineração Rio do Norte S.A.

Bauxite. We own a 40% equity interest in Mineração Rio do Norte S.A. (“MRN”), a bauxite mining business located in
Brazil.

MINERAÇÃO RIO DO NORTE S.A.

Ownership interest 40% owned by Vale; 33% by South 32; 12% by Rio Tinto Alcan, 10%
by Companhia Brasileira de Alumínio (“CBA”) and 5% by Hydro.
Location Oriximiná, State of Pará, Brazil.
Operator MRN.
Mining complexes Integrated system comprised of 4 different plateaus, 2 crushers
facilities, 32 km of conveyor belt system, washing and dryer plants,
railroad system and a port.
Mining title Mining concession with no expiration date.
Acreage: 143,000 ha.
Stage/ Operations Operating since 1979.
Key permit conditions We understand that MRN has the necessary permits for its current
operations or expect to obtain them in a timely manner.
Mine types and mineralization styles Bauxite ore types extracted using a strip-mining method.

VALE ANNUAL REPORT FORM 20-F | 89


LINES OF BUSINESS

Associated facilities and infrastructure Processing plant: The beneficiation plant, located at the site, process
the run of mine by means of standard crushing and washing steps,
producing coarse and fines bauxite ores.
Logistics: MRN mines supply ore to its crushers using 32km of
conveyor belt system. The washed ore is transported to the port by
5km conveyor belt to a train load out facility and then by 28km
railroad system to the port.
Port: The production is embarked in an own port located on site
(Trombetas Port).
Energy: Produced on-site using diesel generators.

In 2022, MRN produced 12,333 million tons of bauxite, whereas in 2021 the production was 12,639 million tons and in
2020 12,910 million tons.

3.3 Other Investments

Below is a list of our main other investments:

VLI. VLI provides integrated logistics solutions through 7,940 kilometers of railroads in Brazil (FCA and FNS), eight inland
terminals with a total storage capacity of 795,000 metric tons and three maritime terminals and ports operations. We
hold a 29.6% stake in VLI and are currently party to a shareholders’ agreement with FI-FGTS, Mitsui, Brookfield and
BNDESPar, which hold the remaining equity interests in VLI. In 2022, VLI transported a total of 41.8 billion ntk of general
cargo, including 30.8 billion ntk from FCA and FNS and 11 billion ntk through operational agreements with Vale S.A.
VLI’s main assets are:

 Ferrovia Centro-Atlântica S.A. (“FCA”). Central-east regional railway network of the Brazilian national railway
system, held under a 30-year renewable concession, which expires in 2026. The central east network has 7,220
kilometers of track, extending into the states of Sergipe, Bahia, Espírito Santo, Minas Gerais, Rio de Janeiro,
Goiás and the Federal District of Brazil;
 Ferrovia Norte-Sul S.A. (“FNS”). A 30-year renewable sub concession for the commercial operation of a
720-kilometer stretch of the North-South railroad in Brazil, between the cities Açailandia, in the Brazilian state
of Maranhão, and Porto Nacional, in the Brazilian state of Tocantins. This railway is connected to EFC railroad,
and creates a new corridor for the transportation of general cargo, mainly for the export of soybeans, rice and
corn produced in the center-northern region of Brazil;
 Right to purchase capacity of our EFVM and EFC railroads for general cargo; and
 Right to purchase capacity of our Tubarão and Praia Mole terminals for general cargo.

MRS Logística S.A. (“MRS”). The MRS railroad, in which we hold a 48.16% direct and indirect equity interest, is
1,643 kilometers long and links the Brazilian states of Rio de Janeiro, São Paulo and Minas Gerais. The MRS railroad
transports our iron ore products from the Southern System mines to our maritime terminals. In 2022, it transported a
daily average of 291,9 thousand metric tons of iron ore and 196,5 thousand metric tons of other cargo.

90 | VALE ANNUAL REPORT FORM 20-F


RESERVES AND RESOURCES
INTERNAL CONTROLS
We have historically estimated mineral resources and mineral reserves utilizing the Committee for Mineral Reserves
International Reporting Standards (“CRIRSCO”) based codes. Starting in the fiscal year ended December 31, 2021, we
began to report in accordance with S-K 1300.

We have an established risk management process that is integrated with our Executive Risk Committee. For additional
information, see Operating and Financial Review and Prospects—Risk Management. As part of our risk management
process, we identify risks affecting uncertainty of mineral reserves and mineral resources disclosure, with standardized
risk ratings and proposed mitigation activities.

We work based on a line of defense structure for governance of our estimation and reporting of mineral reserves and
resources, with the purpose of promoting transparency, consistency, professional competence, and the reliability of all
information prepared for internal purposes and public reporting.

Our internal guidelines define the responsibility for the governance and reporting of mineral resource and reserves,
clarify concepts and bring technical guidance from the broader view to all business units. These internal guidelines are
periodically reviewed and revised to ensure alignment with industry practice.

Our internal controls protocols for exploration data, as they relate to mineral resource and reserve estimation, contain:

 Written procedures and guidelines to support exploration work and approaches.


 Quality control checks on collar and downhole survey data to identify errors or significant deviations.
 Geological logs are checked and verified in a peer review, and a physical sign-off attests to the validation
protocol.
 Maintenance of a chain-of-custody, ensuring the traceability and integrity of the samples at all handling stages
from collection, transportation, sample preparation and analysis to long-term pulp and coarse reject storage.
 Regular inspection of analytical and sample preparation facilities by appropriately experienced Vale personnel.
 Appropriate types of quality control samples (standards, duplicates, and blanks) are inserted into the sample
stream at appropriate frequencies to assess analytical data quality and representativity.
 Data is regularly verified to ensure that outlier sample mix-ups, contamination, or laboratory biases during the
sample preparation and analysis steps are correctly identified, mitigated or remediated. An appropriate
number of samples are analyzed at a different laboratory.
 Bulk density determinations are regularly checked by alternate methods.
 Quality Control and Quality Assurance (“QA/QC”) data validation and verification procedures are in place to
support database upload which ensure the accuracy and integrity of the data being entered into the Project
database(s). These are typically performed using software data-checking routines. Changes to database entries
are required to be documented. Data files are subject to regular backups.
 The geological model, interpretation (includes reconciliation insights) and 3D modelling of the mineralized
zones are subject to a peer review process aiming to identify any flaws or alternative interpretations that might
not have been considered by the main modeler.

We have the following internal control protocols in place to guide mineral resource and mineral reserve
estimation:

 Prior to use in mineral resource or mineral reserve estimation, the data being used to support estimation are
downloaded from the database into a project file and reviewed for improbable entries and outlier values.
 Written procedures and guidelines are used to guide estimation methods and approaches.
 Peer reviews are undertaken on mineral reserve and resource estimations to ensure consistency with industry
practices including reviews of geological model, block models, and mineral resource and reserve estimates.

91 | VALE ANNUAL REPORT FORM 20-F


RESERVES AND RESOURCES

 Annual mineral reserve and resource technical statements estimates are prepared following our layered
responsibility system. See Operating and Financial Review and Prospects—Risk Management.
 External mineral resource and mineral reserve audits are undertaken for applicable cases in accordance with
our guidelines.

We have an internal study process to progress our project studies that fulfill S-K 1300 reporting requirements from
initial assessments, pre-feasibility, feasibility reporting. This staged approach provides for project review and allows for
assessment and risk evaluations, including the ones related to mineral resource and mineral reserve estimates, economic
assumptions and the engineering requirements for mining and extraction.
We conduct reviews of and updates to property risk registers as part of the mineral resource and mineral reserve
estimation processes. Areas of uncertainty that may materially impact mineral resource and reserve estimates and are
monitored for material changes for impact to estimations may include but are not limited to:
 Changes to long-term metal price, market and exchange rate assumptions.
 Changes in local interpretation of lithological, structural and mineralization geometry and continuity.
 Changes to estimation input parameters and estimation techniques in the resource modeling process.
 Changes to metallurgical recovery assumptions affecting concentrate grade, variability and quality.
 Changes in processing that result in higher deleterious elements that result in penalties or result in unsalable
concentrate.
 Changes to the input assumptions used to derive the potentially mineable shapes applicable to the assumed
underground and open pit mining methods used to constrain the estimates.
 Changes to mining selectivity and production rate assumptions.
 Changes to the forecast dilution and mining recovery assumptions.
 Changes to the cut-off values applied to the estimates.
 Variations in geotechnical (including seismicity), structures, rock mass strength, stress regime),
hydrogeological, hydrothermal, geothermal factors, and mining method assumptions.
 Changes to environmental, permitting and social license assumptions.
 Long-term consumables price assumptions.

Other factors that can affect the reserve estimates include changes to:
 Mineral resource input parameters.
 Constraining underground or pit designs.
 Cut-off grade, Grade descriptor assumptions.
 Geotechnical (including seismicity), geothermal/hydrothermal and hydrogeological factors.
 Mining recovery assumptions based on similar types of mining methods; Metallurgical recovery are
determined through testing of a significant number of drill core samples.
 Ability to control unplanned dilution.
 Ability to access the site, retain mineral, surface rights and water rights titles.
 Ability to maintain environmental and other regulatory permits and maintain the social license to operate.

PRESENTATION OF INFORMATION CONCERNING MINERAL RESERVES


The estimates of proven and probable mineral reserves at our mines and projects and the estimates of mine life included
in this annual report have been prepared by our staff of experienced geologists and engineers, unless otherwise stated,
and in accordance with the technical definitions established by the SEC under S-K 1300.

We periodically revise our reserve estimates when we have new geological data, economic assumptions or mining plans.
During 2022, we performed an analysis of our reserve estimates for certain projects and operations, which is presented
in this report. Reserve estimates for each operation assume that we either have or expect to obtain all the necessary
rights and permits to mine, extract and process mineral reserves at each mine. For some of our operations, the projected
exhaustion date includes stockpile reclamation. Where we own less than 100% of the operation, reserve estimates have
been adjusted to reflect our proportional ownership interest. Certain numbers in the tables, discussions and notes have

92 | VALE ANNUAL REPORT FORM 20-F


RESERVES AND RESOURCES

been rounded. For a description of risks relating to reserves and resources and reserve and resource estimates, see
Overview—Risk factors.

The projected exhaustion date of our mines or complexes are continuously reviewed based on several factors and
studies, including geological exploration, socio-environmental factors, mineral processing, economic assumptions,
market demand, mining constraints, tailings or waste disposal constraints and production capacity, in each case
supported by proven and probable mineral reserves. Investments in mineral exploration and the review of technical
studies are part of our long-term strategy and continuous pursuit to add value to the company, by bringing operational
reliability and expanding mineral reserves portfolio.

Our reserves have been estimated based on the commodity price assumptions as of December 31, 2022, the time of
the economic analysis.

PRESENTATION OF INFORMATION CONCERNING MINERAL RESOURCES


Estimation was performed by our staff of experienced geologists and engineers, unless otherwise stated. All
mineralogical information, exploration drilling and background information were provided to the estimators by the
geological staff at the mines or by exploration staff.

The mineral resource confidence categories were initially assigned based on a combination of factors, including
geological understanding and confidence, drill hole support, grade estimation confidence relative to planned
production rates, and identified risk factors. The initial assignments were reviewed to assess the impacts of factors such
as metallurgical recoveries, geomechanical studies, mine design work, and representative mineability and recovery
reconciliation analysis. Where mining has occurred or is currently active, the mined-out volumes were overprinted upon
the mineral resource model to account for mining depletion.

For each mineral resource estimate, at least an initial assessment was undertaken that assessed likely infrastructure,
mining, and process plant requirements; mining methods; process recoveries and throughputs; environmental,
permitting, and social considerations relating to the proposed mining and processing methods, and proposed waste
disposal, and technical and economic considerations in support of an assessment of reasonable prospects of economic
extraction. The assumptions made in the estimation our mineral resources may differ from those made in the estimation
of our mineral reserves, because (i) the extraction of mineral resources occurs over a longer period of time, compared
to the extraction of reserves, and (ii) different timing for mineral resource estimation and the economic analysis for
purposes of reserve estimation or review. As of December 31, 2022, all the assumptions, including commodity price and
resource mine designs, considered for our resource estimation continue to provide a reasonable basis for establishing
the prospects of economic extraction of mineral resources.

We periodically revise our mineral resource estimates when we have new geological data, economic assumptions or
mining plans. During 2022, we performed an analysis of our resource for certain projects and operations, which is
presented in this report. Mineral resource estimates for each operation assume that we either have or expect to obtain
all the necessary rights and permits to mine, extract and process mineral resources at each mine. Where we own less
than 100% of the operation, resource estimates have been adjusted to reflect our proportional ownership interest. All
mineral resources presented are exclusive of mineral reserves. Certain numbers in the tables, discussions and notes
have been rounded. For a description of risks relating to resource and reserve estimates, see Overview—Risk factors.
Our mineral resource estimates are based on certain assumptions about prices as shown in the table below.

IRON ORE MINERAL RESERVES AND MINERAL RESOURCES


We classify our iron ore mineral reserves as proven to the extent that they satisfy the requirements of the definition of
proven reserves under S-K 1300 and that we have obtained the environmental licenses for the corresponding pit
operation or have at least a reasonable expectation of obtaining on a timely basis any additional licenses necessary to
conduct the operations.

VALE ANNUAL REPORT FORM 20-F | 93


RESERVES AND RESOURCES

We periodically review the economic viability of our iron ore mineral reserves considering changes in the iron ore
industry.

Iron Ore Mineral reserves at December 31, (1) (2)

Tonnage in metric million tons inclusive moisture and dry %Fe grade
Proven – 2022 Probable – 2022 Total – 2022 Total – 2021
Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade
Southeastern System(3)
Itabira (4) 290.6 48.4 554.0 44.3 844.6 45.7 922.9 45.6
Minas Centrais (5) 419.7 42.4 875.9 50.1 1,295.6 47.6 1,355.8 48.1
Mariana (6) 207.2 56.1 244.2 57.4 451.4 56.8 469.4 56.8
Southeastern System - total 917.5 47.4 1,674.1 49.3 2,591.6 48.6 2,748.1 48.8
Southern System (7)
Vargem Grande (8) 605.8 46.8 2,366.5 45.0 2,972.4 45.4 3,300.0 46.1
Paraopeba (9) 113.0 57.3 211.9 57.6 325.0 57.5 330.4 57.5
Southern System - total 718.8 48.5 2,578.5 46.1 3,297.4 46.6 3,630.4 47.1
Northern System (10)
Serra Norte (11) 397.8 66.1 1,101.8 65.7 1,499.6 65.8 1,590.2 65.8
Serra Sul (12) 1,807.6 66.1 2,385.6 65.6 4,193.2 65.8 4,273.0 65.8
Serra Leste 1.2 66.4 248.5 64.7 249.7 64.7 253.6 64.7
Northern System - total 2,206.6 66.1 3,735.9 65.6 5,942.5 65.8 6,116.8 65.8
Total 3,842.9 58.3 7,988.4 55.9 11,831.5 56.7 12,495.3 56.6
(1) Iron Ore Reserve estimates stated as metric million tons inclusive moisture and dry %Fe grade; following moisture contents: 1.08% Itabira; 5.28%
Minas Centrais; 6,57% Mariana; 5,85% Vargem Grande; 6,85% Paraopeba; 7.55% Serra Norte; 7.22% Serra Sul; 6,53% Serra Leste. Our Iron Ore
mineral reserve estimates are of in-situ material, except for 46.1 Mt tons of stockpile included in the Mariana Complex.
(2) The mineral reserve economic viability was determined based price curve with the long-term price being US$74.5/dmt for 62% iron grade.
(3) Average product recovery (tonnage basis) of the iron ore reserves are: 56.3% for Itabira, 70.0% for Minas Centrais and 95.6% for Mariana.
(4) The Itabira integrated operation includes Conceição and Minas do Meio mines.
(5) Minas Centrais complex comprises the reserves for Brucutu, Apolo project and Morro Agudo mine. The mineral reserve for the Minas Centrais
complex has been adjusted to reflect our 98.6% ownership interest.
(6) Mariana complex includes Alegria, Fábrica Nova and Fazendão mines and Capanema project.
(7) Average product recovery (tonnage basis) of the iron ore reserves are: 56.4% for Vargem Grande and 79.6% for Paraopeba.
(8) Vargem Grande complex includes Sapecado, Galinheiro, Tamanduá, Capitão do Mato and Abóboras mines.
(9) Paraopeba complex includes João Pereira and Segredo, Mar Azul and Capão Xavier mines.
(10) Average product recovery (tonnage basis) of the iron ore reserves are: 99.6% for Serra Norte, 100% for Serra Leste and 100% for Serra Sul.
(11) Serra Norte complex includes N3, N4W, N4E and N5 mines and N1 and N2 projects.
(12) Serra Sul complex includes S11D and S11C deposits.

We periodically revise our mineral resource and mineral reserve estimates based on new geological data, study
developments, economic assumptions, mining plans, new technology developments and regulatory updates, among
other factors. Future changes in these aspects may impact our future mineral reserves. Variations in iron ore reserves
from 2021 to 2022 reflect mainly depletion resulting from mine production for operating mines (corresponding to
approximately 306 Mt), downgrades resulting from mine designs review and temporary restrictions on waste and
tailings disposal.

The main changes are summarized below:

 In the Northern System, our mineral reserves decreased 3%, to 5,943 Mt in 2022 from 6,116.8 Mt in 2021. The
changes on the three complexes were due to mine depletion, consisting of 80Mt at Serra Sul Complex, 91Mt
at Serra Norte Complex and 4Mt at Serra Leste Complex.
 In the Southeastern System, our mineral reserves decreased 6%, to 2.6Bt in 2022 from 2.7Bt of mineral reserves
in 2021. The mineral reserves of Itabira Complex decreased by 78Mt, corresponding to approximately 8% of
the total mineral reserves, 43Mt due to mine depletion and 36Mt as a result of mine design reviews and
boundary constraints. The mineral reserves of Minas Centrais Complex decreased by 60Mt, corresponding to
approximately 4% of mineral reserves, out of which 19Mt due to mine depletion and 41Mt as a result of mine

94 | VALE ANNUAL REPORT FORM 20-F


RESERVES AND RESOURCES

design reviews at Apolo project. The mineral reserves of Mariana Complex decreased by 18Mt mainly due to
mine depletion.
 In the Southern System, our mineral reserves decreased 9%, to 3.3Bt in 2022 from 3.6Bt in 2021. The mineral
reserves of Vargem Grande Complex decreased by 328Mt, corresponding to approximately 10% of mineral
reserves, being 157Mt as result of mine design reviews, 68Mt as a result of temporary constraints on waste
and tailings disposal, 61Mt as a result of boundary constraints and 42Mt due to mine depletion. The mineral
reserves of Paraopeba Complex decreased by 5Mt mainly due to mine depletion.

As a result of mine scheduling and production plan reviews, the estimated exhaustion of Vargem Grande Complex was
extended up to 2120.

VALE ANNUAL REPORT FORM 20-F | 95


RESERVES AND RESOURCES

Iron Ore Mineral Resources as of December 31, (1) (2)


Tonnage in metric million tons inclusive moisture and dry %Fe grade

Measured and Measured and


Measured - 2022 Indicated - 2022 Indicated - 2022 Inferred - 2022 Indicated - 2021 Inferred - 2021
Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade
Southeastern System
Itabira (3) 175.9 52.9 303.6 45.5 479.5 48.2 257.7 41.9 474.1 48.0 257.7 41.9
Minas Centrais (4) 195.4 46.5 579.1 44.5 774.6 45.0 875.1 43.1 765.3 44.9 873.5 43.0
Mariana (5) 2,535.3 41.7 2,043.5 40.2 4,578.8 41.0 2,271.0 39.0 4,601.4 41.0 2,274.7 39.1
Southeastern System – 2,906.6 42.7 2,926.2 41.6 5,832.9 42.1 3,403.8 40.3 5,840.8 42.1 3,405.9 40.3
total
Southern System
Vargem Grande (6) 1,420.5 41.0 1,883.9 39.2 3,304.4 40.0 2,153.1 37.7 3,218.1 39.8 2,147.6 37.6
Paraopeba (7) 1,108.9 45.4 1,450.0 40.8 2,558.9 42.8 1,967.6 38.5 2,561.5 42.8 1,968.0 38.5
Southern System - total 2,529.4 43.0 3,333.9 39.9 5,863.3 41.2 4,120.7 38.1 5,779.6 41.2 4,115.6 38.0
Northern System
Serra Norte (8) 591.5 66.4 491.2 66.1 1,082.7 66.3 293.4 66.0 1,084.2 66.3 293.4 66.0
Serra Sul (S11) (9) 479.9 66.0 388.0 64.6 867.8 65.4 123.5 64.3 867.8 65.4 123.5 64.3
Serra Leste (SL1) 295.1 50.9 197.2 48.3 492.3 49.9 56.7 49.5 492.3 49.9 56.7 49.5
Northern System - total 1,366.5 62.9 1,076.4 62.3 2,442.8 62.6 473.6 63.6 2,444.3 62.6 473.6 63.6
Total 6,802.5 46.9 7,336.5 43.8 14,139.0 45.3 7,998.1 40.5 14,064.7 45.3 7,995.1 40.5
(1) Mineral resources are reported exclusive of those mineral resources converted to mineral reserves. Iron Ore mineral resources estimates stated as metric million tons inclusive moisture and dry %Fe grade;
following moisture contents: 1.28% Itabira; 5.54% Minas Centrais; 3.92% Mariana; 3.71% Vargem Grande; 4.58% Paraopeba; 7.47% Serra Norte; 7.21% Serra Sul and 5.15% Serra Leste. Our Iron Ore mineral resources
estimates are of in-situ material.
(2) The mineral resources prospects of economic extraction were determined based on a long-term price of US$90/dmt for 62% iron grade.
(3) The Itabira integrated operation includes Conceição and Minas do Meio mines.
(4) Minas Centrais integrated operation includes Brucutu and Morro Agudo mines and the Apolo project. Figure have been adjusted to reflect our 98.7% ownership interest in the Minas Centrais complex.
(5) Mariana integrated operation includes Alegria, Fábrica Nova and Fazendão mines and Capanema project.
(6) Vargem Grande integrated operation includes Sapecado, Galinheiro, Tamanduá, Capitão do Mato and Abóboras mines.
(7) Paraopeba integrated operation includes João Pereira and Segredo, Mar Azul and Capão Xavier mines.
(8) Serra Norte integrated operation includes N3, N4W, N4E and N5 mines and N1, N2 projects.
(9) Serra Sul integrated operation includes S11D and S11C deposits.

No material changes have been identified to our iron ore mineral resources, other minor changes due to downgrading from mineral reserves to mineral resources.

96 | VALE ANNUAL REPORT FORM 20-F


RESERVES AND RESOURCES

In July 2022, we concluded the sale to J&F Mineração Ltda of all our assets in the Midwestern System. See Overview—
Business overview—Significant Changes in Our Business—Divestments, therefore the Midwestern System mineral
resource is no longer disclosure.

The mine exhaustion schedule has been adjusted due to our new production plan and our revision of project capacity.

Iron Ore integrated operations


Projected Projected
Operating exhaustion exhaustion
Type since date – 2022(1) date – 2021(2) Vale interest
(%)
Southeastern System
Itabira Open pit 1957 2041 2041 100.0
Minas Centrais Open pit 1994 2057 2061 98.7
Mariana Open pit 1976 2039 2038 100.0
Southern System
Vargem Grande Open pit 1942 2120 2089 100.0
Paraopeba Open pit 2003 2043 2042 100.0
Northern System
Serra Norte Open pit 1984 2038 2038 100.0
Serra Sul Open pit 2016 2059 2062 100.0
Serra Leste Open pit 2014 2049 2054 100.0
(1) Indicates the life-of-mine for the operating mine with the longest projected exhaustion date in the complex, as of December 31, 2022.
(2) Projected exhaustion dates estimated as of December 31, 2021. Projected exhaustion dates in this column are superseded by the estimates indicated
under “Projected exhaustion date – 2022.”

NICKEL MINERAL RESERVES AND MINERAL RESOURCES


Our nickel mineral reserve estimates are of in-situ material after adjustments for depletion, mining dilution and mining
losses (or screening and drying in the case of PTVI), with no adjustments made for metal losses due to processing
recoveries.

Nickel Mineral Reserves as of December 31, (1) (2)

Tonnage in millions of dry metric tons. Grades in %


Proven – 2022 Probable – 2022 Total – 2022 Total – 2021 Recovery
Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade Range(6)
(%)
Canada
Sudbury (3) 18.1 1.55 54.3 1.44 72.4 1.47 53.8 1.33 75-85
Thompson - - - - - - - - -
Voisey’s Bay 13.0 1.89 17.6 1.84 30.6 1.86 26.8 1.95 75-85
Indonesia
PTVI (4) 29.2 1.70 20.3 1.70 49.4 1.70 49.9 1.72 85-90

Brazil
Onça Puma (5) 52.8 1.62 52.6 1.34 105.4 1.48 111.0 1.44 85-90
Total 113.1 1.66 144.8 1.49 257.8 1.56 241.5 1.53
(1) Tonnage is in millions of dry metric tons. Ni grades are in (%). The point of reference for the mineral reserve estimate is the point of delivery to
the process plant.
(2) The mineral reserve economic viability was determined based on a price curve with a long-term price of US$17,725/t for Nickel.
(3) Sudbury mineral reserves includes material from Coleman, Copper Cliff, Creighton, Garson, Totten mines and Copper Cliff Pit project.
(4) PTVI mineral reserves are only from Sorowako operations and have been adjusted to reflect our 44.3% ownership interest. The reported mineral
reserves may differ in quantity or quality from those reported in other jurisdictions, under different standards.
(5) Estimated consolidated nicker mineral reserves include 4.4 million dry metric tons of stockpile.
(6) Recovery range is overall metal recovered to point of first material sale.

VALE ANNUAL REPORT FORM 20-F | 97


RESERVES AND RESOURCES

At Sudbury operations our mineral reserves increased 34%, to 72.4Mt in 2022 from 53.8Mt in 2021 due to the addition
of 21Mt related to mineral resource conversion after completion of pre-feasibility studies at Creighton Mine Phase 5
and at Copper Cliff Pit projects, as well as redesign evaluations at Garson and Totten mine, partially offset by 2.2Mt of
mining depletion. The increase in Sudbury's mineral reserve is the result of our focus on developing mineral projects
that can ensure the longevity of our operations or increase our production. Due to this material change we are the filing
an updated Technical Report Summary for Sudbury, Ontario, as Exhibit 96.1 to this annual report.

At Voisey’s Bay our mineral reserves increased 14%, to 30.6Mt in 2022 from 26.8Mt in 2021 due to the addition of 5.5Mt
related to mine design and cut-off parameters updates, partially offset by 1.6Mt of mining depletion.

The mineral reserves at Onça Puma decreased 5.6 Mt in relation to 2021, corresponding to 5%, due to mining depletion
and update of FeNi premiums and cost increases. The mineral reserves at PTVI slightly decreased by 1% due to mining
depletion that was partially offset by mine design reviews.

We continue to operate and produce from our mine in Thompson, and we are also conducting technical studies aiming
to convert mineral resource into mineral reserves.

98 | VALE ANNUAL REPORT FORM 20-F


RESERVES AND RESOURCES

Nickel Mineral Resources as of December 31,(1)(2)


Tonnage in millions of dry metric tons. Grades in (%)
Measured and Measured and
Measured - 2022 Indicated - 2022 Indicated- 2022 Inferred - 2022 Indicated- 2021(1) Inferred - 2021 (1)
Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade

Canada
Sudbury(3) 5.5 1.13 38.2 1.30 43.7 1.28 18.2 1.3 57.9 1.54 8.6 2.1
Thompson(4) 4.1 2.11 13.1 1.95 17.2 1.99 7.5 1.7 18.6 1.98 7.3 1.7
Voisey’s Bay 3.7 0.96 - - 3.7 0.96 6.7 2.0 4.1 0.95 5.9 1.8
Indonesia (5)
PTVI
Saprolite (6) 1.5 1.57 80.1 1.71 81.6 1.71 46.6 1.9 80.9 1.71 45.7 1.9
Limonite (7) 22.6 1.33 23.5 1.31 46.1 1.32 - - 46.2 1.32 - -
Brazil
Onça Puma 10.8 1.54 14.0 1.43 24.8 1.47 3.8 1.3 38.6 1.32 5.1 1.2
Total 48.2 1.40 168.9 1.56 217.1 1.52 82.8 1.7 246.4 1.54 72.6 1.8
(1) Mineral resources are reported exclusive of those mineral resources converted to mineral reserves. Tonnage is in millions of dry metric tons. Ni grades are in (%). The point of reference for the resource
estimate is in situ, for PTVI and Onça Puma the point of reference is dry recovered tons to the processing plant.
(2) The mineral resource prospects of economic extraction were determined based on prices ranging from: US$13,376/t - US$18,800/t, depending on the mine. Variations in price for different mines are associated
with timing of the associated estimate.
(3) Sudbury mineral resources includes material from selected zones within the Coleman, Copper Cliff, Creighton, Stobie, Garson, Totten and Victor deposits.
(4) Thompson mineral resources includes material from T1 and T3 deposits.
(5) PTVI mineral resources have been adjusted to reflect our 44.3% ownership interest. The reported mineral resources may differ in quantity or quality from those reported in other jurisdictions, under different
standards.
(6) The PTVI nickel saprolite mineral resources includes material from Sorowako operations, Bahodopi 2-3 and Pomalaa projects.
(7) The PTVI nickel limonite mineral resources include only Pomalaa project material.

At Sudbury, our mineral resource decreased by 5% in relation to 2021 due to conversion to mineral reserves from Creighton Mine Phase 5 and at Copper Cliff
Pit projects, which was partially offset by new material converted to mineral resources.

At Voisey’s Bay, our mineral resources increased by 4% in relation to 2021 mainly due to changes in mineral reserves, mine design and cut-off parameters
updates, partially offset by milling capacity constraint. At Manitoba, our mineral resources decreased by 5% due to depletion and downgrade to exploration
target.

The mineral resource at Onça Puma decreased by 34% (15Mt) due to updates on cut-off parameters, FeNi premiums and costs. The mineral resource at PTVI
slightly increased in line with mineral reserves changes.

VALE ANNUAL REPORT FORM 20-F | 99


RESERVES AND RESOURCES

Nickel ore mines


Projected Projected
Operating exhaustion exhaustion Vale
Type since date – 2022(1) date – 2021(2) interest
(%)
Canada
Sudbury Underground 1885 2043 2043 100.0
Thompson Underground 1961 100.0
Voisey’s Bay(3) Open pit/ 2005 2036 2035 100.0
Underground
Indonesia
PTVI Open pit 1977 2045 2045 44.3
Brazil
Onça Puma Open pit 2011 2072 2074 100.0
(1) Indicates the life-of-mine for the operating mine with the longest projected exhaustion date in the complex, as of December 31, 2022.
(2) Projected exhaustion dates (Reserve Only) estimated as of December 31, 2022. Projected exhaustion dates in this column are superseded by the
estimates indicated under “Projected exhaustion date – 2022.”
(3) Voisey’s Bay is transitioning from an open pit mine to an underground mine.

COPPER MINERAL RESERVES AND MINERAL RESOURCES


Copper Mineral Reserves as of December 31, (1) (2)

Tonnage in millions of dry metric tons. Grades in (%)


Proven – 2022 Probable – 2022 Total – 2022 Total – 2021 Recovery
Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade Range(6)
%
Canada
Sudbury(3) 18.1 1.87 54.3 1.32 72.4 1.46 53.8 1.59 85-95
Voisey’s Bay 13.0 0.81 17.6 0.80 30.6 0.80 26.8 0.85 85-95
Brazil
Sossego (4) 7.6 0.84 78.6 0.55 86.2 0.58 85.3 0.62 90-95
Salobo (5) 251.8 0.69 860.6 0.60 1,112.4 0.62 1,133.4 0.62 80-90
Total 290.4 0.77 1,011.1 0.64 1,301.4 0.67 1,299.3 0.66
(1) Tonnage is in millions of dry metric tons. Cu grades are in (%). Point of reference for the mineral reserve estimate is the point of delivery to the
process plant.
(2) The mineral reserve economic viability was determined based on a price curve with a long-term price of US$7,950/t for copper.
(3) Sudbury mineral reserves includes material from Coleman, Copper Cliff, Creighton, Garson, Totten mines and Copper Cliff Pit project.
(4) Estimated consolidated copper mineral reserves includes Sequeirinho, Sossego Mata II pits and 44.3 million dry metric tons of stockpile.
(5) Estimated consolidated copper mineral reserves include 220.6 million dry metric tons of stockpile.
(6) Recovery range is overall metal recovered to point of first material sale.

In Canada, the mineral reserves for Sudbury and Voisey’s Bay have increased for the same reasons discussed above in
connection with the nickel reserves. The mineral reserves for Sossego operations remained fairly stable due to
conversion of the Mata II deposit, partially offsetting mining depletion and re-evaluation and mine plan updates.

At Salobo operations, our mineral reserves decreased by 2%, to 1,112.4Mt in 2022 from 1,133.4Mt in 2021 mainly due
to mining depletion and minor changes related to model re-evaluation.

100 | VALE ANNUAL REPORT FORM 20-F


RESERVES AND RESOURCES

Copper Mineral Resources as of December 31,


Tonnage in millions of dry metric tons. Grades in (%)
Measured and Measured and
Measured - 2022(1)(2) Indicated - 2022(1)(2) Indicated- 2022(1)(2) Inferred - 2022 (1)(2) Indicated- 2021(1) Inferred - 2021 (1)
Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade
Canada
Sudbury(3) 5.5 2.33 38.2 2.14 43.7 2.16 18.2 1.4 57.9 2.04 8.6 2.5
Voisey’s Bay 3.7 0.77 - - 3.7 0.77 6.7 0.8 4.1 0.77 5.9 0.8
Brazil
Sossego(4) 165.5 0.75 157.1 0.85 322.6 0.80 23.0 0.8 315.5 0.78 21.7 0.8
Salobo 37.7 0.37 492.1 0.47 529.8 0.46 216.1 0.6 469.7 0.48 268.9 0.5
Alemão 61.0 1.63 54.4 1.33 115.4 1.49 0.1 1.7 115.4 1.49 0.1 1.7
Indonesia
Onto (5) - - 851.7 0.96 851.7 0.96 793.7 0.7 851.7 0.96 793.7 0.7
Total 273.4 0.93 1,593.5 0.84 1,866.9 0.85 1,057.8 0.7 1,814.3 0.87 1,098.9 0.7
(1) Mineral resources are reported exclusive of those mineral resources converted to mineral reserves. Tonnage is in millions of dry metric tons. Cu grades are in (%). Point of reference for the mineral resource
estimate is in situ.
(2) The mineral resource prospects of economic extraction were determined based on prices ranging from US$6,100/t - US$8,150/t for copper, depending on the mine. Variations in price for different mines are
associated with timing of the associated estimate.
(3) Sudbury mineral resources includes material from selected zones within the Coleman, Copper Cliff, Creighton, Stobie, Garson, Totten and Victor deposits.
(4) Sossego mineral resources includes material from Sossego Operation and Cristalino, Mata II, Bacaba, Barão and 118 projects.
(5) Onto mineral resource has been adjusted to reflect our 80% ownership interest. The reported mineral resources may differ in quantity or quality from those reported in other jurisdictions, under different
standards.

The mineral resource for Sudbury and Voisey’s Bay changed for the same reasons discussed above in connection with the nickel resources. The mineral resource for
Sossego operations increased by 3% (8Mt) due to conversion of material from exploration target and block models updates.

At Salobo operations our mineral resource increased by 1% (7.3Mt) due to incorporation of new drilling data in block model.

VALE ANNUAL REPORT FORM 20-F | 101


RESERVES AND RESOURCES

Copper ore mines


Projected Projected
Operating exhaustion exhaustion
Type since date – 2022(1) date – 2021(2) Vale interest
(%)
Canada
Sudbury Underground 1885 2043 2043 100.0
Open pit/
Voisey’s Bay (3)
2005 2036 2035 100.0
Underground
Brazil
Sossego Open pit 2004 2029 2028 100.0
Salobo Open pit 2012 2054 2053 100.0
(1) Indicates the life-of-mine for the operating mine with the longest projected exhaustion date in the complex, as of December 31, 2022.
(2) Projected exhaustion dates estimated as of December 31, 2021. Projected exhaustion dates in this column are superseded by the estimates indicated
under “Projected exhaustion date – 2022.”
(3) Voisey’s Bay is transitioning from an open pit mine to an underground mine.

PGMS AND OTHER PRECIOUS METALS MINERAL RESERVES AND MINERAL RESOURCES
We expect to recover significant quantities of precious metals as by-products of our concentrates from Sudbury,
Sossego and Salobo operations.

Precious Metals Mineral Reserves as of December 31, (1)(2)

Tonnage in millions of dry metric tons. Grade in grams per dry metric ton
Probable -
Proven – 2022(1)(2) 2022(1)(2) Total – 2022(1)(2) Total – 2021(1) Recovery
Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade range(7)
(%)
Canada
Sudbury (3)
Platinum 18.1 1.15 54.3 0.84 72.4 0.92 53.8 1.16 70-75
Palladium 18.1 1.14 54.3 1.11 72.4 1.11 53.8 1.38 70-80
Gold 18.1 0.47 54.3 0.29 72.4 0.34 53.8 0.43 60-75
Brazil
Sossego(4)
Gold 7.6 0.26 78.6 0.18 86.2 0.19 85.4 0.18 75-80
Salobo(5)
Gold 251.8 0.40 860.6 0.34 1,112.4 0.35 1,133.4 0.35 60-70
Total Pt + Pd(6) 18.1 2.29 54.3 1.95 72.4 2.03 53.8 2.55
Total Gold 277.4 0.40 993.5 0.32 1,271 0.34 1,272.6 0.34
(1) Tonnage is in millions of dry metric tons. Grade is grams per dry metric ton. Point of reference for the mineral reserve estimate is the point of
delivery to the process plant.
(2) The mineral reserve economic viability was determined based on long-term prices of: US$1,175/oz for platinum, US$1,175/oz for palladium,
US$1,525/oz for gold. Gold reserves are reported on 100% basis and do not deduct the streaming amounts. For a description of our streaming
arrangements with Wheaton, see Section 2.3 PGM’s and other Precious Metals.
(3) Sudbury mineral reserves includes material from Coleman, Copper Cliff, Creighton, Garson, Totten mines and Copper Cliff Pit project.
(4) Estimated consolidated mineral reserves includes Sequeirinho, Sossego Mata II pits and 44.3 million dry metric tons of stockpile.
(5) Estimated consolidated mineral reserves include 220.6 million dry metric tons of stockpile.
(6) Pt+Pd is the sum of platinum and palladium grades.
(7) Recovery range is overall metal recovered to point of first material sale.

102 | VALE ANNUAL REPORT FORM 20-F


RESERVES AND RESOURCES

In Sudbury, our mineral reserve estimates for platinum, palladium and gold have changed for the same reasons
discussed above in connection with the nickel mineral reserves. Mineral reserve estimates for gold changed for the
same reasons discussed above in connection with the copper mineral reserves.

VALE ANNUAL REPORT FORM 20-F | 103


RESERVES AND RESOURCES

Precious Metals Mineral Resources as of December 31,


Tonnage in millions of dry metric tons. Grade in grams per dry metric ton
Measured and Measured and
Measured – 2022(1)(2) Indicated - 2022(1)(2) Indicated- 2022(1)(2) Inferred - 2022(1)(2) Indicated- 2021(1) Inferred - 2021 (1)
Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade
Canada
Sudbury (3)
Platinum 5.5 1.92 38.2 0.90 43.7 1.03 18.2 0.9 57.9 0.87 8.6 1.5
Palladium 5.5 2.39 38.2 1.12 43.7 1.27 18.2 1.0 57.9 1.10 8.6 1.8
Gold 5.5 0.90 38.2 0.35 43.7 0.42 18.2 0.3 57.9 0.35 8.6 0.6
Brazil
Sossego (4)
Gold 165.5 0.13 157.1 0.11 322.6 0.12 23.0 0.1 315.4 0.11 21.7 0.1
Salobo
Gold 37.7 0.15 492.1 0.24 529.8 0.23 216.1 0.3 469.7 0.24 268.9 0.3
Alemão
Gold 61.0 1.26 54.4 0.95 115.4 1.11 0.1 1.1 115.4 1.11 0.1 1.1
Indonesia
Onto(5)
Gold - - 851.7 0.58 851.7 0.58 793.7 0.4 851.7 0.58 793.7 0.4

Total Pt + Pd(6) 5.5 4.30 38.2 2.02 43.7 2.31 18.2 1.9 57.9 1.97 8.6 3.3
Total Gold 269.7 0.40 1,593.5 0.44 1,863.2 0.43 1,051.1 0.4 1,810.1 0.44 1,093.0 0.4
(1) Mineral resources are reported exclusive of those mineral resources converted to mineral reserves. Tonnage is in millions of dry metric tons. Grade is grams per dry metric ton. Point of reference for the
mineral resource estimate is in situ.
(2) The mineral resource prospects of economic extraction were determined based on prices of:US$1,124 – 1,290/oz for platinum, US$925-1,400/oz for palladium and US$1,000- US$1,650/oz for gold, in each
case depending on the mine. Variations in price for different mines are associated with timing of the associated estimate.
(3) Sudbury mineral resources includes material from selected zones within the Coleman, Copper Cliff, Creighton, Stobie, Garson, Totten and Victor deposits.
(4) Sossego mineral resources includes material from Sossego Operation and Cristalino, Mata II, Bacaba, Barão and 118 projects.
(5) Onto mineral resource has been adjusted to reflect our 80% ownership interest. The reported mineral resources may differ in quantity or quality from those reported in other jurisdictions, under different
standards.
(6) Pt+Pd is the sum of Platinum and Palladium grades.

In Sudbury, our mineral resource estimates for platinum, palladium and gold changed for the same reasons discussed above in connection with the nickel mineral
resources. Mineral Resources estimates for gold changed for the same reasons discussed above in connection with the copper mineral resources. The mine exhaustion
dates of the PGM’s are the same as stated above for Sudbury, Sossego, and Salobo.

VALE ANNUAL REPORT FORM 20-F | 104


RESERVES AND RESOURCES

COBALT MINERAL RESERVES AND MINERAL RESOURCES

Cobalt Mineral Reserves as of December 31,


Tonnage in millions of dry metric tons. Grades in %
Proven – 2022 (1)(2) Probable – 2022(1)(2) Total – 2022(1)(2) Total – 2021(1) Recovery
Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade Range(5)
%
Canada
Sudbury(3) 18.1 0.04 54.3 0.04 72.4 0.04 53.8 0.04 20-30
Voisey’s Bay(4) 13.0 0.12 17.6 0.12 30.6 0.12 26.8 0.12 70-80
Total 31.1 0.07 71.9 0.06 103.0 0.06 80.6 0.07
(1) Tonnage is in millions of dry metric tons. Co grades are % of cobalt. The point of reference for the mineral reserve estimate is the point of delivery
to the process plant. Recovery range is overall metal recovered to point of first material sale.
(2) The mineral reserve economic viability was determined based on long-term prices of: US$56,250/t for cobalt.
(3) Sudbury mineral reserves includes material from Coleman, Copper Cliff, Creighton, Garson, Totten mines and Copper Cliff Pit project.
(4) Cobalt reserves are reported on 100% basis and do not deduct the streaming amounts. For a description of our cobalt streaming arrangements,
see Lines of Business–Energy transition metals– Cobalt.
(5) Recovery range is overall metal recovered to point of first material sale.

105 | VALE ANNUAL REPORT FORM 20-F


RESERVES AND RESOURCES

Cobalt Mineral Resources as of December 31,


Tonnage in millions of dry metric tons. Grades in %
Measured and Measured and
Measured - 2022(1)(2) Indicated - 2022(1)(2) Indicated- 2022(1)(2) Inferred - 2022(1)(2) Indicated- 2021(1) Inferred - 2021 (1)
Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade Tonnage Grade
Canada
Sudbury(3) 5.5 0.03 38.2 0.03 43.7 0.03 18.2 0.04 57.9 0.04 8.6 0.05
Voisey’s 3.7 0.05 0.0 0.00 3.7 0.05 6.7 0.14 4.1 0.04 5.9 0.12
Bay
Indonesia
PTVI(4)(5) 22.6 0.15 59.6 0.08 82.3 0.10 8.3 0.05 82.3 0.10 8.3 0.05
Total 31.8 0.12 97.8 0.06 129.7 0.08 33.2 0.06 144.3 0.07 22.8 0.07
(1) Mineral resources are reported exclusive of those mineral resources converted to mineral reserves. Tonnage is in millions of dry metric tons. Co grades are % of cobalt. The point of reference for Sudbury
and Voisey’s Bay mineral resource estimate is in situ, for PTVI the point of reference is dry recovered tons to the process plant.
(2) The mineral resource prospects of economic extraction were determined based on prices ranging from: US$45,000-US$52,911/t, depending on the mine. Variations in price for different mines are associated
with timing of the associated estimate.
(3) Sudbury mineral resources includes material from selected zones within the Coleman, Copper Cliff, Creighton, Stobie, Garson, Totten and Victor deposits
(4) The mineral resource for the PTVI property has been adjusted to reflect our 44.3% ownership interest.
(5) The PTVI cobalt mineral resources includes only Pomalaa project material.

Our cobalt mineral reserve estimates changed in 2022 for the same reasons discussed above in connection with the nickel mineral reserves.

The mine exhaustion dates for Cobalt the same as stated above for Sudbury and Voisey’s Bay.

Our cobalt mineral resource estimates changed in 2022 for the same reasons discussed above in connection with the nickel mineral resource.

VALE ANNUAL REPORT FORM 20-F | 106


CAPITAL EXPENDITURES
Our investment guidance for capital expenditures in 2023 is approximately US$6.0 billion, including operations
sustaining, replacement and growth projects.

2022 2021
expenditures (1) expenditures (1)
(US$ million)
Project execution (construction in progress) 1,587 999
Investments to sustain existing operations and replacement projects
(property, plant and equipment) 3,859 4,034
Total 5,446 5,033
(1) Executed capital expenditures comprise the sum of cash outflows.

The following table sets forth total expenditures in 2022 for our main investment projects and expenditures budgeted
for those projects in 2023, together with estimated total expenditures for each project and the actual or estimated
start-up date of each project as of December 31, 2022.

Executed CAPEX Expected CAPEX


Actual or
Estimated Total Total
Business area Main projects(1) start-up 2022(2) executed(3) 2023(4) expected(5)
(US$ million)
Iron solutions Gelado 2H22 69 341 41 428
Briqueting
Iron solutions 2H23 96 106 69 182
Tubarão
Northern
Iron solutions System 240 Mt 1H24 138 524 104 772
Program
Capanema
Iron solutions 2H24 115 141 241 913
Maximization
Iron solutions Serra Sul 120 2H25 323 478 434 1,548
Sol do
Energy 2H23 376 493 99 591
Cerrado
Energy transition metals:
Salobo III 1H23 292 957 87 1,128
Copper
Energy transition metals:
VBME 1H24 557 2,031 238 2,690
Nickel
Energy transition metals: Onça Puma
1H25 16 16 115 555
Nickel 2nd furnace
(1) Projects approved by our Board of Directors.
(2) Executed capital expenditures comprise the sum of cash outflows.
(3) Total executed CAPEX through December 31, 2022, including capital expenditures in prior periods.
(4) Figure presented corresponds to the investment guidance for capital expenditures in 2023 of approximately US$6 billion.
(5) Estimated total capital expenditure cost for each project, including capital expenditures in prior periods. Total expected CAPEX includes expenses,
in line with the budget approved by our Board of Directors, while these expenses are not included in the expected CAPEX for the year or in the total
executed CAPEX figures.

Our key investment projects are described in more detail below:

Gelado project. This project was approved in September 2018 by our Board of Directors and is expected to recover
approximately 10 Mtpy of pellet feed with high iron content in the Carajás Complex, in order to feed the São Luís pellet

107 | VALE ANNUAL REPORT FORM 20-F


CAPITAL EXPENDITURES

plant. In 2022, the project reached a physical progress of 98% and the start-up occurred in October of 2022. The project
has total multiyear investments of US$428 million.

Briqueting Tubarão. This project was approved in December 2020 by our Board of Directors and will convert the
pelletizing plants 1 and 2 of Tubarão Unit into iron ore briquetting plants and build a new briquetting plant in the
Complex of Vargem Grande. The initial production capacity will be of approximately 6 Mtpy. The operation start-up of
the three plants is expected for the second half of 2023 and the total investment is US$182 million.

Northern System 240 Mt Program. This project was approved in December 2018 by our Board of Directors and will
expand the S11D’s production capacity and the Northern System logistics capacity by 10 Mtpy. The mechanical phase
of the S11D deliveries was concluded, with exception of the wagon loading silo, expected to be completed in January
2023. Regarding the logistics scope, the railroad was awarded the Installation License that was pending, thus allowing
the implementation of the 13Km foreseen for the conclusion of the project, expected for the first semester of 2024. The
works of the Ponta da Madeira Maritime Terminal are still within schedule, with the conclusion expected for the second
semester of 2023. The project has total multiyear investments of US$772 million.

Capanema project. This project was approved in December 2020 by our Board of Directors and was replaced in July
2022 by the Capanema Maximization project, which includes investments in the Capanema mine to reopen the facilities
and acquire new equipment and to construct a long-distance conveyor belt, as well as adjustments in the Timbopeba
stockyards, totaling expected multiyear investments of US$913 million. The start-up is expected for the second half of
2024, with a production capacity by natural moisture (without tailings generation) of 18 Mtpy and in the first years will
bring a net addition of 14 Mtpy of capacity with the expedition through the Timbopeba site.

Serra Sul 120 project. This project was approved by our Board of Directors in August 2020 and consists of increasing
the S11D mine-plant capacity by 20 Mtpy, to a total of 120 Mtpy at site. The project is expected to result in an increase
of the Northern System’s mine-plant capacity to 260 Mtpy and has total multiyear investments of US$1.548 million and
its start-up is expected for the second half of 2024. The project includes: (i) the opening of new mining areas; (ii) the
duplication of the existing long-distance belt conveyor; (iii) the implementation of new processing lines at the plant;
and (iv) the expansion of storage areas, among other measures. Serra Sul 120 will create an important buffer of
productive capacity, ensuring greater operational flexibility to face eventual production or licensing restrictions in the
Northern System.

Solar Project – Sol do Cerrado. This project contemplates the construction of a photovoltaic plant, including 17 sub-
parks that total an installed capacity of 766 megawatts peak (“MWp”) in the municipality of Jaíba, in the state of Minas
Gerais, Brazil. It also includes the implementation of an elevator substation, transmission line and connection bay at the
230 kV Jaíba substation, with contracts signed for connection to the Brazilian National Interconnected System. The
project required investments of approximately US$591 million and will produce approximately 193 average megawatts
(“MWa”) of energy per year for our operations, corresponding to 16% of our estimated demand in 2025. In November
2022, we announced the operational start-up of the project, and ramp up is expected until July 2023. Solar generation,
located in the Southeastern region, also optimizes the generation profile of our portfolio, which is based on hydro
generation.

Salobo III copper project. This project was approved in October 2018 by our Board of Directors and is a brownfield
expansion of our Salobo operations, increasing processing through capacity. The project encompasses a third
concentrator line and will use Salobo’s existing infrastructure. Salobo III is expected to produce an average copper
volume of approximately 67 ktpy in the first 5 years, 64 ktpy in the first 10 years and 59 ktpy throughout the life of
mine. In 2022, the project achieved 99% of the physical progress completion, with civil works nearly complete,
electromechanical assembly well advanced and the main substation commissioned energized. The project has total
multiyear investments of US$1,128 million.

Voisey’s Bay underground mine expansion project (“VBME”). This project is expected to extend the mine life of
Voisey’s Bay and to increase Voisey’s Bay production to an estimated annual production of around 45 kt of nickel, on
average, about 20 kt of copper and about 2.6 kt of cobalt, in total. VBME will replace existing Voisey’s Bay open-pit
mine production, thus being recorded as a sustaining investment for the purpose of the dividend policy. The project

108 | VALE ANNUAL REPORT FORM 20-F


CAPITAL EXPENDITURES

has experienced increased costs due to both internal and external factors. The total expected investment increased to
US$2,690 million, mainly due to: (i) COVID-19 impact and changes to the construction schedule, (ii) scope change to
engineering design, (iii) higher than anticipated logistic and sourcing costs. In the second half of 2021, we achieved the
first ore production of Reid Brook deposit, the first of two underground mines to be developed in the project. The start-
up of the second deposit, Eastern Deeps, is expected by the second semester of 2023. The project is 81% complete.

Onça Puma second furnace. This project has been approved for construction and leverages Onça Puma’s existing
infrastructure. Once complete it is expected to decrease unit production costs for the overall Onça Puma complex by
15% and add 12-15 Ktpy capacity. The operation start-up is expected for the first half of 2025 and the total investment
is US$555 million.

We have also been developing the following projects:

Tecnored plant. In May 2022, we started the construction works of Tecnored’s first commercial plant in Marabá, in the
state of Pará. The plant will have an initial production capacity of 250 ktpy of green pig-iron with low carbon emissions
and may reach 500 ktpy in the future. The start-up is planned for 2025 with an estimated investment of approximately
US$374 million.

Thompson Phase 1 Project. In June 2021, we approved a US$123 million investment for the execution of the Thompson
Phase 1 Project, which will extend current mining activities in Thompson, Manitoba for 10 years. The Thompson Mine
Extension is a two-phase project and includes the construction of critical infrastructure, such as new ventilation raises
and fans, increased backfill capacity and additional power distribution. The start-up of the project is expected by 2023,
replacing capacity at a rate of 20 ktpy of nickel.

VALE ANNUAL REPORT FORM 20-F | 109


REGULATORY MATTERS
We are subject to a wide range of governmental regulations in all the jurisdictions in which we operate worldwide. The
following discussion summarizes the kinds of regulation that have the most significant impact on our operations.

MINING RIGHTS AND REGULATION OF MINING ACTIVITIES


Mining and mineral processing are subject to extensive regulation. In order to conduct these activities, we are required
to obtain and maintain some form of governmental or private permits, which may include concessions, licenses, claims,
tenements, leases or permits (all of which we refer to below as “concessions”). The legal and regulatory regime
applicable to the mining industry and governing concessions differs among jurisdictions, often in important ways. In
most jurisdictions, including Brazil, mineral resources belong to the government and may only be exploited pursuant
to a governmental concession. In other jurisdictions, such as Ontario in Canada, a substantial part of our mining
operations is conducted pursuant to mining rights we own (private permits). Government agencies are typically in
charge of granting mining concessions and monitoring compliance with mining law and regulations.

The table below summarizes our main mineral rights and mining concessions for our operations, not limited to areas
within the mineral reserves and mineral resources footprint.

Approximate area
Location Mining title Expiration date
covered (in hectares)
Brazil 515,894 Indefinite
Mining Concessions 280,913 Indefinite
Application for Mining concessions 234,981 -
Canada(1) 435,923 2021 – 2042
Ontario 105,469 2024 – 2042
Patented mineral rights 81,145 Indefinite
Mineral Leases 21,188 2024-2042
Mining Licenses of occupation 3,136 Indefinite
Manitoba 111,693 2021 – 2034
Order in Council leases 109,043 2021-2025
Mineral Leases 2,650 2034
Newfoundland and Labrador Mining Leases 1,599 2027
Indonesia(2) Contract of work 137,277 2025
Sorowako Contract of work 118,017 2025
Nusa Tenggara Barat
Contract of work 19,260 2023
(Hu’u Poject)

(1) Applications submitted in 2022 are still in the process of being approved. All conditions required for the renewal were fulfilled. This process usually
takes several months, and we can continue to operate while the approval process is ongoing. Order in Council Leases (OIC’s) in Manitoba
are currently being converted to mining claims and mining leases through a Transition Agreement allowing Vale to retain ownership until the
transition is complete. Some OIC’s will show past their expiration dates until the transition is complete.
(2) Sorowako - The contract of work entered by PTVI and the Indonesian government will expire in 2025. PTVI is entitled to two 10-year extensions,
subject to government approval. Nusa Tengara Barat – Contract of Work on Exploration stage which is annually renewed. Operation and Production
Stage will be valid for 30 years with two 10 years extensions, subject to government approval.

In addition to the concessions listed above, we have licenses and applications that allow us to explore 2.75 million
hectares in Brazil and 1.6 million hectares for our mineral projects in other countries.

110 | VALE ANNUAL REPORT FORM 20-F


REGULATORY MATTERS

In February 2022, the Brazilian national mining agency (Agência Nacional de Mineiração – “ANM”) published Resolution
No. 95/2022, consolidating the content of several rules related to mining dams’ safety. The new regulation presents
some new features relating to mining dam safety obligations, such as: (i) a new classification of dams in terms of
operational management; (ii) the regulation of the existing prohibition of communities and workers located in Self-
Rescue Zones; (iii) compatibilization of deadlines for de-characterization of upstream dams provided for in federal and
state regulations; (iv) objective criteria for each level of Alert and Emergency situation; (vi) requirement for the
designation of an engineer of record for all dams with high associated potential damage (“DPA”); (vii) requirement for
dams with high DPA to implement a Risk Management Process for the Mining Dam (“PGRBM”), by December 31, 2022;
(viii) requirements for the agreement and acknowledgement by highest-ranking executive in connection with
documents related to the dam safety plan; (ix) mandatory de-characterization of dams and operational structures
located downstream of a dam which existence compromises their safety, until August 15, 2022; (x) possibility of
embargo and suspension of dams and mining complexes in certain situations.

In December 2022, ANM published Resolution no. 122/2022, which regulates the administrative process and establishes
new sanctions, including fines of up to R$1 billion. The rule is under discussions by the mining sector and ANM, due to
the impacts resulting from the high values of fines and other sanctions and the criteria for its calculation, which is based
on the company's total revenues and research budget. While still under discussion, Resolution no. 122/2022 is already
effective and applicable for infractions that occurred after the entry into force of the Resolution.

We are implementing tailings filtration and storage methods that do not rely on dams to continue operating some of
our mines and plants. We have approved projects and further studies are in progress, to apply a technology for residue
disposal that filters and stocks partially or totally dewatered tailings, which will reduce our reliance on tailing dams in
the medium and long-term. These technologies may increase our production costs and require additional investments
in our mines and plants.

In Canada, we negotiated with the Government of Manitoba the renewal of its mining rights, originally explored under
Order in Council Leases, through the conversion to the regime of Mining leases and Claims in accordance with the
applicable law. The process of conversion started in 2021 and will continue until 2025.

In Indonesia, the government issued new regulation in September 2021 on the implementation of mineral and coal
mining business activities. Such regulations may have a material impact on the operations of PTVI, including with respect
to the total area that can be exploited by PTVI after the expiration of the Contract of Work and period of operation.

ROYALTIES AND OTHER TAXES ON MINING ACTIVITIES


We are required in many jurisdictions to pay royalties or taxes on our revenues or profits from mineral extractions and
sales. These payments are an important element of the economic performance of a mining operation. The following
royalties and taxes apply in some of the jurisdictions in which we have our largest operations:

Brazil. We are required to pay a royalty known as CFEM (Compensação Financeira pela Exploração de Recursos Minerais)
on the revenues from the sale of minerals we extract. The calculation of the CFEM is done as follows: (i) for domestic
sales, the basis for calculation of CFEM is the revenue from sales, net of sales taxes levied; (ii) for exports, the basis for
calculation of CFEM is the highest amount between the revenue from the exports and the amount equivalent to the
transfer pricing in federal income tax legislation; and (iii) for a company’s internal mineral consumption, the basis for
calculation of CFEM is the value equivalent to the current price of the ore in the domestic market, the international
markets or a reference value, as to be determined by ANM. The current CFEM rates are: 3.5% for iron ore; 2% for copper,
nickel and other materials; 3% for bauxite and manganese ore.

Brazilian states and municipalities. Several Brazilian states, including Minas Gerais and Pará, impose a tax on mineral
production (Taxa de Fiscalização de Recursos Minerais—“TFRM”), which is currently assessed at rates ranging from R$4.37
to R$5.03 per metric ton of minerals produced in or transferred from the state. In March 2021, a state decree increased
the TFRM rate in the state of Pará to R$13.12 per metric ton, with effectiveness as of April 2021. We have not
implemented the new rates for 2021, as we understand that, under applicable principles of Brazilian constitutional law,
the tax increase would only come into force in the year subsequent to its enactment.

VALE ANNUAL REPORT FORM 20-F | 111


REGULATORY MATTERS

In November 2022, we adhered to the state tax program entitled as “Programa Estrutura Pará”, which aims to promote
infrastructure investments in the State of Pará, pursuant to the conversion of 50% of the TFRM payments into
construction projects, calculated at the rate of R$13.12 per metric ton of ore produced in the State of Pará. The related
constructions will be delivered to the local communities and, therefore, will not be owned by us. For joining the program,
we have disbursed R$1,176 million related to the TFRM for 2022, which was calculated based on the rate of R$13.12 per
metric ton and we will prospectively adopt this rate in the State of Pará.

In December 2021, the municipality of Ourilândia do Norte, in the state of Pará, enacted a law imposing TFRM on nickel
ore extracted or processed in their territory, currently at a rate of R$5.14 per metric ton. The municipalities of Marabá,
Curionópolis and São Félix do Xingu, in the state of Pará and the state of Maranhão have recently enacted a law
imposing TFRM on ore extracted or transported in their territories and we consider that we have solid arguments to
contest these taxes.

In August 2022, the Supreme Court of Justice decided that the Brazilian states of Minas Gerais and Pará are authorized
to impose the TFRM, the decision is not final, and an appeal is still pending.

Canada. The Canadian provinces in which we operate charge us a tax on profits from mining operations. Profit from
mining operations is generally determined by reference to gross revenue from the sale of mine output and deducting
certain costs, such as mining and processing costs and investment in processing assets. The statutory mining tax rates
are 10% in Ontario; with graduated rates up to 17% in Manitoba; and a combined mining and royalty tax rate of 16%
in Newfoundland and Labrador. The mining tax paid is deductible for corporate income tax purposes.

Indonesia. PTVI pays mining royalties of 2% on its nickel matte revenues when LME nickel prices are below US$21,000
per metric ton and 3% of its nickel matte revenues when LME nickel prices are above or equal to US$21,000 per metric
ton.

ENVIRONMENTAL REGULATIONS
We are also subject to environmental regulations that apply to the specific types of mining and processing activities we
conduct. We are required to obtain approvals, licenses, permits or authorizations from governmental authorities to
construct and operate. In most jurisdictions, the development of new facilities requires us to submit environmental and
social impacts assessments for approval and often to make investments to mitigate environmental and social impacts,
and we must operate our facilities in compliance with the terms of the approvals, licenses, permits or authorizations.

Environmental legislation is becoming stricter worldwide, which could lead to greater costs for environmental
compliance. Environmental regulations affecting our operations relate, among other matters:

 Emissions of pollutants into the air, soil and water, including greenhouse gases and climate change regulations
 Recycling and waste management
 Protection and preservation of forests, coastlines, caves, cultural heritage sites, watersheds and other features
of the ecosystem
 Water use
 Financial provisions and closure plans required for mining licenses, including de-characterization,
decommissioning, environmental liabilities and reclamation and remediation costs.

Below is a discussion of some key regulatory matters:

Protection of caves. In Brazil, we are subject to extensive environmental regulation for protection of caves. In 2008, a
federal decree amended the regulation for protection of caves that had been enacted in 1990 and established criteria
for the classification of caves based on their relevance (maximum, high, medium or low), prohibiting interventions in
areas of maximum relevance and allowing impact on areas of other degrees of relevance with proper environmental
license. We are required to conduct extensive technical studies to identify the existence of caves and to determine
degree of relevance of each identified cave. We are also required to negotiate compensatory measures with Brazilian
environmental regulators in order to continue to operate in certain sites. In certain iron ore mining operations or

112 | VALE ANNUAL REPORT FORM 20-F


REGULATORY MATTERS

projects, we may be required to limit or modify our mining plans or to incur additional costs to preserve maximum
relevance caves or to compensate for the impact on non-maximum relevance caves, with potential consequences for
our production volumes, costs or reserves in our iron ore business. In January 2022, a new federal decree was enacted,
amending the regulation for the protection of caves, in particular with respect to relevance classifications and forms of
compensation, and the impact on our operations is under review. This 2022 decree is currently being challenged in the
Supreme Court of Justice by a political party claiming that it is unconstitutional, and it has been temporarily suspended
until further decision of the court.

Protection of indigenous peoples’ rights. Brazilian regulation enacted in 2011 and revised in 2015 requires us to
conduct impact assessments and define specific programs for the mitigation and/or compensation of impacts of our
operations and projects that are close to the Indigenous Lands and Quilombola’s Territories. The approval of the studies
and environmental management plans from those communities is mandatory.

Other environmental regulations in Brazil. There are also environmental regulatory obligations that could affect our
operations or lead to compensatory measures related to the suppression of native vegetation such as in the state of
Minas Gerais, in the Atlantic Forest biome, flora species protected by law, permanent preservation areas and
archaeological and cultural heritage sites. In addition, all new projects that include activities with a significant
environmental impact must collect financial resources to support the implementation and maintenance of conservation
areas, in order to comply with the environmental compensation obligation.

Climate change. We expect heightened attention from various governments on the reduction of greenhouse gas
emissions, stemming from global concerns over climate change and as expressed by the obligations undertaken by
many countries, as signatories to the Paris Agreement. The entry into effect of the Paris Agreement in late 2016
increased global pressure for the establishment of carbon pricing, on single-jurisdiction, multi-jurisdiction, and global
scales. This regulatory evolution, along with civil society and investor-driven concerns, has added pressure on
companies to adopt carbon pricing strategies. In 2021, a Rulebook was approved at the COP26, with the goal to provide
practical guidance for and to accelerate the implementation of the Paris Agreement and therein, the creation of a global
carbon market. Negotiations among the nation-state signatories to the Paris Agreement regarding the Rulebook
continued in 2022, and it is expected that by COP28 (November 2023) or in the near-term thereafter, further clarity
including as to new, binding carbon pricing mechanisms will have matured substantially. COP27 reinforced our view
that the increased focus on greenhouse gas emissions pricing and the expansion of carbon markets around the world
may impact our operational costs, mainly through carbon taxes, higher price for fossil fuels and higher costs for
international freight. Conversely, the pricing of greenhouse gas emissions may also present business opportunities for
investments and innovations which relay on a higher baseline cost curve (such as expressed through the Marginal
Abatement Cost Curve – “MACC”), and we have partnered with other entities, bringing such initiatives to scale and to
the market. During COP27, we announced together with other Brazilian companies the creation of Biomas, a new
company focused on the restoration, conservation and preservation of Brazilian biomes such as the Amazon, the Atlantic
Forest and the Cerrado.

Regulation of chemicals. Some of our products are subject to regulations applicable to the marketing, distribution
and use of chemical substances present in their composition. For example, the European Commission has adopted a
European Chemicals Policy, known as REACH (“Registration, Evaluation and Authorization of Chemicals”). Under REACH,
European manufacturers and importers are required to register substances prior to their entry into the European market
and in some cases may be subject to an authorization process. A company that fails to comply with the REACH
regulations could face fines and penalties. We are compliant with the requirements of the EU REACH regulations. In
addition, the U.K. and South Korea are currently implementing a regulation similar to EU REACH, and we anticipate
further expansion of REACH-like regulations in other Asian countries.

Regulation of international maritime transportation. We are subject to health, safety and environmental regulation
by the International Maritime Organization (“IMO”). IMO rules apply not only to the international shipping categories,
but also to the types of cargoes transported, including special rules for iron ore, nickel and copper. The IMO is currently
discussing further measures for enhancing the energy efficiency of international shipping and reducing its overall
greenhouse gas emissions. In April 2018, reduction targets were defined as part of the IMO’s initial strategy for curbing
the sector’s emissions. These targets include a 50% reduction in greenhouse gas emissions by 2050, based on 2008

VALE ANNUAL REPORT FORM 20-F | 113


REGULATORY MATTERS

levels. In June 2021, the IMO adopted amendments that became effective in 2023 and that combine technical and
operational approaches to improve the energy efficiency of ships. The new measures require all ships to calculate their
Energy Efficiency Existing Ship Index (“EEXI”) – a one-time certification, targeting design parameters – and to establish
their annual operational Carbon Intensity Indicator, which will have to comply with gradually decreasing carbon intensity
parameters. The IMO will revise and further detail its strategy and the measures to be adopted by 2023. These new
requirements may increase our freight cost in the future. In 2016, the IMO approved regulation establishing limits for
sulfur oxides emission, which became effective in 2020. This regulation may increase freight cost due to the need to use
bunker with low sulfur content or to install additional pollutant control equipment (i.e., scrubbers) to limit air emissions.
It is expected that further discussions on scrubber wash water regulations will be concluded in 2023, which could restrain
the use of open loop scrubbers. Also, the International Convention for the Control and Management of Ships’ Ballast
Water and Sediments requires compliant ships during their international voyages to manage their ballast water and
sediments in accordance with certain parameters. The convention became effective in September 2017 for new ships
(those with keels laid after that date) and, for existing ships, the convention became effective in stages with specific
deadlines depending on the vessel, beginning in September 2019, with the global fleet required to be fully compliant
by September 2024. Such requirements may also result in increases in our freight and port operation costs. In 2022, the
European Commission approved the proposals to regulate international shipping emissions. Starting in 2024, over a 3-
year phase-in period shipping will be gradually introduced into the EU’s Emissions Trading System (“ETS”), a carbon
market that operates in all EU countries targeting climate neutrality in the EU by 2050. That will require ship operators
to pay for the greenhouse gas emissions during their voyages to, from and between EU ports, and incentivize them to
improve their fuels greenhouse gas intensity (GHG). These measures may increase our freight cost in the future.

Other environmental laws and regulations. Environmental laws and regulations are becoming stricter around the
world, which can lead to higher compliance costs. There are several examples of environmental laws and regulations,
and compliance initiatives that may affect our operations:

Canada. Canadian laws and policies to address climate change continue to evolve with stricter controls on
greenhouse gas emissions. The Supreme Court of Canada upheld the Greenhouse Gas Pollution Pricing Act, a
federal law to regulate greenhouse gas emissions, and confirmed this Act will apply in provinces that have not
enacted equivalent legislation. In June of 2021, the federal government enacted the Canadian Net-Zero
Emissions Accountability Act which enshrines Canada’s 2050 target of reaching net-zero emissions with a
framework to set and report on milestone emissions reduction targets. Heightened enforcement for
contravention of environmental legislation is also a trend. For instance, in Ontario, the government has
proposed to expand the use of administrative penalties with enhanced fines for various environmental
contraventions. Certain of our operations in Ontario are over 100 years old which give rise to potential impacts
to water from legacy operations. We have invested in a Water Quality Management Program that is designed
to be a proactive plan, involving hazard screening and a risk evaluation process, to guide with the identification,
prioritization and execution of remedial activities to address potential water impacts from historical operations.

Indonesia. Under the Indonesian Government Regulation of 2014 on B3 waste (Toxic and Hazardous
Materials), PTVI slag is classified as hazardous waste, and PTVI submitted a formal request to the regulatory
body for approval. In February 2021, a new Government Regulation was issued and as result PTVI slag is
currently no longer classified as hazardous waste; however, it is required to report the use and the management
of the slag to the government.

China. In 2020, the Law on the Prevention and Control of Environmental Pollution Caused by Solid Waste was
revised and as a result the Administrative Measures for the Prevention and Control of Environmental Pollution
from Tailings became effective as of July 1, 2022. Those laws and regulations impose more stringent obligations
on prevention and control of pollution caused by solid waste, including tailings, in addition to imposing more
severe penalties.

BRAZILIAN REGULATION OF MINING DAMS


Under a 2022 regulation of ANM, companies operating mining dams in Brazil are required to comply with specific rules,
including:

114 | VALE ANNUAL REPORT FORM 20-F


REGULATORY MATTERS

Audit. Companies operating mining dams covered by National Dam Safety Policy must conduct two annual stability
audits for each dam and prepare a stability report and the corresponding Stability Condition Statement (“DCE”). In our
Brazilian operations, an engineer of record, not directly involved in the day-to-day operations, is responsible for
conducting this audit regularly, as part of our governance procedures to evaluate safety and performance.

Dam Periodic Safety Reviews (Revisão Periódica de Segurança de Barragem-“RPSB”). The report must include
detailed analysis of all dam’s documentation, including projects and procedures, stability analysis of the structures and
the impacts on surrounding communities, including hazards and collapse impact studies. The RPSB reports must be
renewed each 3, 5 and 7 years for high, medium and low associated potential damage (“DPA”) respectively, and
whenever any structural modifications are made. The RPSB is performed by an external company not linked to the
engineer of record.

Emergency Action Plan of Mining Dams. All mining dams covered by National Dam Safety Policy must have an
Emergency Action Plan for Mining Dam (“PAEBM”) by June 2023, and employees and local communities must be trained.

In 2019, ANM issued a resolution on dam safety requiring companies that own upstream dams to submit a technical
de-characterization project and to fully de-characterize such structures within the upcoming years. Also, a wide range
of measures were imposed to ensure the stability and safety of mining dams and their monitoring and warning systems.
In addition, the resolution sets forth a minimum safety factor and the obligation for a DCE to be signed by an individual
at a higher level in the hierarchy of the company jointly with the technical individual responsible for its preparation.

Also in 2019, the state of Minas Gerais enacted a law prohibiting the increase and the construction of any upstream
dam. The statute also prohibits the increase, modification or construction of any dam if communities are established
within its Self-Rescue Zone, an area which encompasses the portion of the valley downstream of the dam where timely
evacuation and intervention by the competent authorities in emergency situations is not possible.

In 2020, a federal law modified the National Dam Safety Policy, reinforcing the prohibition of constructing and raising
upstream dams in Brazil. The statute also requires companies to de-characterize the structures built using the upstream
method by 2022, or by a later date if it is demonstrated that the de-characterization is not technically feasible by 2022.
As made available to the relevant authorities, a substantial portion of our de-characterization projects will be completed
after 2022 due to the characteristics and safety levels of the geotechnical structures.

For dams already installed or in operation with communities in Self-Rescue Zones, the law requires (a) the de-
characterization of the structure, (b) the resettlement of the population and recovery of the cultural heritage, or (c) carry
out reinforcement works to ensure the structural stability.

In 2020, a state decree was enacted in the state of Minas Gerais to establish the procedures of analysis and approval of
the emergency action plan. In addition, in 2020, ANM published a resolution requiring an audit of the emergency action
plan. This audit has to be conducted by external auditors who will be responsible for issuing an annual Conformity and
Operability Report (“RCO”) and a Conformity and Operability Statement (“DCO”) of the PAEBM.

In 2021, a new decree was enacted in the state of Minas Gerais to rule some obligations related to the audits and the
de-characterization of upstream dams. In addition, many other resolutions were published in the state in order to
regulate the emergency action plan.

In 2022, ANM published a new resolution that revoked prior rules about mining dam safety and established new rules
to be observed by miners who own mining dams under the National Dam Safety Policy. Also in 2022, a new federal
decree modified the mining regulations to increase the sanctions in case of non-compliance with such regulations,
including the dam safety rules. Besides, another federal decree was enacted to complement the regulation of the
National Dam Safety Policy and create a new committee subordinated to the President.

Recently, in February 2023, ANM issued a resolution that modifies the current dam safety regulation. The main changes
are new rules in connection with (i) the active and passive monitoring during the de-characterization of dams, (ii) the

VALE ANNUAL REPORT FORM 20-F | 115


REGULATORY MATTERS

simplified dam collapse study and simplified emergency action plan for specific cases, (iii) the dam safety plan (“PSB”)
and (iv) the RCO/DCO.

REGULATION OF OTHER ACTIVITIES


We are subject to comprehensive regulatory regimes for some of our other activities, including rail transport, port
operations and electricity generation. We are also subject to more general legislation on workers’ health, safety, and
support of communities near mines, and other matters. The following descriptions relate to some of the other regulatory
regimes applicable to our operations:

Brazilian railway regulation. Our Brazilian railroad business operates pursuant to concession agreements granted by
the federal government, and our railroad concessions are subject to regulation and supervision by the Brazilian Ministry
of Roads and Railroads and the Brazilian Land Transportation Regulatory agency (Agência Nacional de Transportes
Terrestres – “ANTT”). The concessions for EFC and EFVM were renewed for 30 years, and will expire in 2057, upon
commitment of investments (such as urban and infrastructure works) and payment of grant. Such investments are
subject to risks inherent to the execution of works, including delays. Delays may result in sanctions by ANTT, as provided
in the concession agreements. VLI’s subsidiary, Ferrovia Norte Sul S.A. (“FNS”) has also been awarded a subconcession
contract for commercial operation of a 720-kilometer segment of the FNS railroad in Brazil, which expires in 2037. In
July 2022, MRS signed an amendment to the concession agreement providing for the early extension of its concession
for another 30 years, until 2056. FCA concession expires in 2026 and may be renewed for 30 years at the federal
government’s discretion. Rail transportation prices can be negotiated directly with the users of such services, subject to
a price cap set forth in the concession agreements and annually reviewed by ANTT for each of the concessionaires and
for the different products transported. ANTT regulations also require concessionaires to give trackage rights to other
railway operators, to make investments in the railway network, and to meet certain productivity and safety requirements,
among other obligations.

Brazilian port regulation. Port operations in Brazil are subject to regulation and supervision by ANTAQ, the federal
agency in charge of maritime transportation services, and by the Ministry of Ports and Airports through the National
Secretary of Ports and Aquatic Transport (“SNPTA”), whose purpose is to formulate policies and guidelines. The
agreements to operate our private terminals are valid until 2039 and may be renewed for equal periods, with the
exception of the Leases for the Copper Terminal (Itaqui port, state of Maranhão) and the CPBS and for the Iron Ore
Export Terminal at Itaguaí Port, state of Rio de Janeiro. The lease for the Copper Terminal expired in January 2023 and
we are now operating under a Court decision which authorizes operations to continue until the contract is renewed or
a new contract is in place. An administrative procedure is being carried out by SNPTA for the potential renewal of the
contract for 20 years, yet to be concluded. CPBS’s (Itaguaí Port, state of Rio de Janeiro) lease expires in 2026 and is
currently under the process of being renewed for additional 25 years, at the discretion of the Federal Government.

116 | VALE ANNUAL REPORT FORM 20-F


III. OPERATING AND FINANCIAL REVIEW AND
PROSPECTS

OVERVIEW
In 2022, we recorded net income from continuing operations of US$16,810 million, compared to US$24,844 million in
2021. Our Adjusted EBITDA from continuing operations decreased to US$19,760 million in 2022 from US$31,343 million
in 2021, mainly due to lower iron ore average realized prices, which had an impact of US$9,768 million.

Adjusted EBITDA is a non-GAAP measure, which is calculated using operating income or loss and adding dividends
received and interest from associates and joint ventures, and excluding the amounts charged as (i) depreciation,
depletion and amortization and (ii) impairment reversal (impairment and disposals) of non-current assets. For more
information and the reconciliation of our Adjusted EBITDA to our net income (loss), see Operating and Financial Review
and Prospects—Results of operations—Results of operations by segment—Adjusted EBITDA.

MAJOR FACTORS AFFECTING PRICES

Iron ore and iron ore pellets

Iron ore and iron ore pellets are priced based on a wide array of quality levels and physical characteristics. Price
differences derive from various factors, such as the iron content of specific ore deposits, the beneficiation processes
required to produce the desired final product, particle size, moisture content and the type and concentration of
contaminants (such as phosphorus, alumina, silica and manganese ore) in the ore. Also, fines, lump ore and pellets
typically command different prices.

Demand for our iron ore and iron ore pellets is a function of global demand for carbon steel. Demand for carbon steel,
in turn, is strongly influenced by real estate, infrastructure construction and global industrial production. Demand from
China has been the main driver of world demand and prices.

In 2022, the iron ore average price closed at US$120.16t/dmt (Platts IODEX 62% Fe iron ore prices), 24.6% lower than
in 2021. During 2022, prices fluctuated following global economy, including changes from the COVID-19 pandemic in
China and measures to control inflation elsewhere. The combination of a tighter seaborne market together with a
significant upward in steel demand and prices in China and periods when the entire commodity market negatively
reacted to higher interest rates among major economies and lockdown cycles in China increased volatility. The reduction
in steel margins, even in a scenario where pellets inventories at Chinese ports remained stable through the year, lead
to a decrease on the level of high-grade premiums.

Excluding China, the effects of the war in Ukraine over their regional steel production, high energy prices, inflation,
declining steel prices, supply chain issues and negative market sentiment have heavily affected steel demand in 2022,
as result, steel production was cut drastically in the fourth quarter in view of a weak demand scenario, and what followed
was a significant steel destocking. As result, total world crude steel production was 1,878.5 Mt in 2022, a 4.2% decrease
compared to 2021 as per World Steel Association, while steel production ex-China totaled 865.5 Mt in 2022, a 6.5%
decrease compared to 2021.

Steel production decreased in all major producing regions, with higher drops in the Commonwealth of Independent
States (“CIS”) and the European Union, followed by Japan and North America. In comparison to 2021, steel production
decreased year-on-year: 20% in the CIS, with Ukraine going from 21Mt produced in 2021 to 6Mt in 2022; 10% in Europe;
7% in JKT (Japan, Korea and Taiwan), with weak demand in Japan and the auto sector continuing to suffer from the lack
of chips, and weak demand and production in Korea due to typhoons and heavy flooding events; 5% in North and

VALE ANNUAL REPORT FORM 20-F | 117


OVERVIEW

South America; and 3% in Southeast Asia, as property market in Vietnam cooled down on anticorruption probes in the
property sector which scared both real estate companies and investors, and higher interest rates.

The price differentials between high- and low-grade iron ores are a structural change that should continue to impact
the market in the coming years. The move towards a more efficient steel industry, with the enforcement of stricter
environmental policies in China and decarbonization pursuit in Europe, should support the demand for high-quality
ores that enable productivity and lower emission levels like pellets and Carajás fines (“IOCJ”).

Nickel

Nickel is an exchange-traded metal, listed on the London Metals Exchange (“LME”) and, starting in 2015, on the
Shanghai Futures Exchange (“SHFE”). Most nickel products are priced based on a discount or premium to the LME price,
depending mainly on the nickel product’s physical and technical characteristics. High volatility in the LME nickel price
led to increased volatility in premiums and discounts in 2022, as several fundamental and technical factors impacted
trading and reduced liquidity. We expect liquidity to normalize on the LME in 2023, resulting in lower volatility compared
to 2022. The nickel market is strongly affected by stainless steel production, which represented 64% of global primary
nickel consumption in 2022.

We have short-term fixed-volume contracts with customers for the majority of our expected annual nickel sales, which
vary in term. These contracts provide stable demand for a significant portion of our annual production. In 2022, 84% of
our refined nickel sales were made for non-stainless steel applications (alloy steels, high nickel alloys, plating and
batteries), compared to the industry average for nickel producers of 36%, bringing more diversification and stability to
our sales volumes. As a result of our focus on such higher-value segments, our average realized nickel prices for refined
nickel have typically exceeded LME cash nickel prices.

Stainless steel is a significant driver of demand for nickel, particularly in China. In 2022, stainless steel production in
China represented 40% of total nickel demand. Therefore, changes in Chinese stainless-steel production have a large
impact on global nickel demand. In 2022, Chinese stainless-steel production decreased 3% year-on-year compared to
an increase of 8% in 2021. The decrease in stainless steel production in China is expected to recover in 2023 with melt
shop capacity additions and the reopening of the China economy from pandemic lockdowns. While stainless steel
production is a major driver of global nickel demand, stainless steel producers can obtain nickel with a wide range of
nickel content, including secondary nickel (scrap). The choice between primary and secondary nickel is largely based on
their relative prices and availability. On average between 2018 and 2022, secondary nickel accounted for approximately
37% of total nickel used for stainless steel. Regional availability and consumption of secondary nickel varies. In China,
due to low availability of scrap, the use of secondary nickel represented 23% of the total nickel used for stainless steel
in 2022.

Historically, Chinese domestic production of nickel pig iron accounted for the majority of world nickel supply growth
using unprocessed nickel ore from the Philippines and Indonesia. However, Chinese nickel pig iron production was
adversely affected by export restriction of unprocessed ores from Indonesia, recommencing in 2020, allowing Indonesia
to emerge as the largest producer of nickel pig iron. In 2022, approximately 13% of world primary nickel supply was
produced as nickel pig iron in China. Approximately 37% of world primary nickel supply was produced as nickel pig iron
in Indonesia, with much of it integrated directly to produce stainless steel. In 2021, Indonesia commenced converting
nickel pig iron into nickel matte for further conversion into battery-suitable material. We expect nickel pig iron
production as well as the conversion into nickel matte in Indonesia to continue to grow.

In addition, the high-value segment, which consists of both Upper Class and Lower Class I products, and includes nickel
used in batteries, is the second largest market, making up 36% of nickel demand in 2022. Global high-value demand
increased by 17% year-on-year in 2022 led by growth in the battery sector compared to an increase of 23% in 2021 as
markets recovered from pandemic lows.

The nickel market was in surplus in 2022 by approximately 205 kt. Global exchange inventories (LME and SHFE)
decreased 49kt from December 31, 2021 to December 31, 2022, despite the oversupplied market as the LME-deliverable

118 | VALE ANNUAL REPORT FORM 20-F


OVERVIEW

Class I nickel remained in deficit while the Class II market was in surplus. For 2023, we expect the market to remain in a
slight surplus primarily due to supply of Class II nickel outpacing stainless steel growth.

The battery segment is showing important upside demand as electric vehicle production continues to attract significant
investments. This is positively affecting the nickel price and our nickel premiums. Commercially viable electric vehicle
battery technologies utilize nickel, increasing nickel content in such batteries results in improved energy density and
longer range. As a result, nickel demand is growing, particularly given the expected increase in production of electric
vehicles and the trends towards increased battery size and increased nickel content in batteries to improve performance.

Copper

Copper demand in recent years has been driven primarily by China, given the important role copper plays in
construction in addition to electrical and consumer applications. Copper prices are determined on the basis of (i) prices
of copper metal on terminal markets, such as the London Metal Exchange (“LME”), Shanghai Future Exchange (“SHFE”)
and the Commodities Exchange ("COMEX"), and (ii) in the case of intermediate products, such as copper concentrate
(which comprise most of our sales) and copper anode, treatment and refining charges negotiated with each customer.

Demand for refined copper increased 1% year-on-year in 2022, with China responsible for approximately 54% of
worldwide consumption. For 2023, the market is expected to be relatively balanced on stable supply and demand.

TAILINGS DAM COLLAPSE IN BRUMADINHO

Tailings Dam Collapse in Brumadinho

The Brumadinho dam collapse had a significant impact on our financial performance and operational results as of and
for the year ended December 31, 2022. The key impacts are summarized below:

Impact on our income statement. The impact of the dam collapse in our income statement for the year ended
December 31, 2022 was US$1,079 million, including US$620 million in expenses, related with tailings management,
humanitarian assistance, payroll, legal services, water supply, among other items and US$303 million in expenses related
with tailing containment and geotechnical safety, compared to US$851 million in 2021, including US$650 million in
expenses related with tailing management, humanitarian assistance, payroll, legal services, water supply, among other
items.

Impact on our balance sheet. The total amount of provisions recognized in our balance sheet as of December 31,
2022 in connection with Brumadinho dam collapse, including provisions for remediation and reparation obligations
under the Integral Reparation Agreement, individual indemnification and other commitments was US$3,312 million
compared to US$3,537 million in 2021.

Dam de-characterization

As a result of the Brumadinho dam collapse and the new regulation introduced by the Brazilian national mining agency
(Agência Nacional de Mineiração – “ANM”), we are required to de-characterize all tailings dams built under the upstream
method, certain “centerline structures” and dikes containment facilities located in Brazil. The main impacts on our
financial statements are summarized below:

Impact on our balance sheet. The total amount of provisions recognized in our balance sheet as of December 31,
2022 in relation to the de-characterization of dams was US$3,378 million compared to US$3,523 in 2021. These
structures are in different stages of maturity, some of them still in the conceptual engineering phase, for which the
estimation of expenditures includes in its methodology a high degree of uncertainty in the definition of the total cost
of the project in accordance with best market practices.

Operational stoppages. We have suspended some operations due to judicial decisions or technical analysis performed

VALE ANNUAL REPORT FORM 20-F | 119


OVERVIEW

by us on our upstream dam structures located in Brazil. We recorded losses in relation to the operational stoppage and
idle capacity of the Iron Solutions segment in the amounts of US$269 million for the year ended December 31, 2022
compared to US$376 million in December 31, 2021. We are working on legal and technical measures to resume all
operations at full capacity.

FUNDAÇÃO RENOVA AND SAMARCO FUNDING


We own a 50% interest in Samarco and account for it under the equity method. Under Fundação Renova’s bylaws and
the Framework Agreement among Samarco, its shareholders and certain other public authorities, Fundação Renova
must be funded by Samarco, but to the extent that Samarco is unable to fund, Vale and BHP Brasil must ratably bear
the funding requirements.

In order to implement the projects approved under the Framework Agreement, Samarco will be required to provide
funding to Fundação Renova based on the amounts required for such projects on a yearly basis, subject to an annual
minimum of US$145 million. Fundação Renova must be funded by Samarco, but to the extent that Samarco is unable
to fund, Vale and BHP Brasil must ratably bear the funding requirements under the Framework Agreement.

Additionally, Fundação Renova must allocate a minimum annual amount of US$45 million over 15 years (from 2016) to
the implementation of compensation programs. Under the Framework Agreement, Fundação Renova must spend an
additional amount of at least US$90 million on sewage collection and treatment and solid waste disposal.

Below is a summary of the impact of the collapse of Samarco’s dam, which occurred in November 2015, in our financial
statements:

 The carrying value for our investment in Samarco was reduced to zero in 2015.
 The amount of provisions related to Samarco as of December 31, 2022 is US$3,321 million, 6.72% higher than
in 2021, mainly due to the new court decisions issued during the fiscal year related to individual indemnities,
impacting the provision related to Fundação Renova, as these decisions changed and expanded types,
categories and amounts of indemnifiable damages to affected municipalities. This provision represents the
present value of our best estimate of the amounts we may incur to comply with our obligations under the
Framework Agreement, considering our 50% stake in Samarco. At each reporting period, we reassess the key
assumptions used by Samarco in the preparation of its projected future cash flows and adjust the provision, if
required.
 In 2022, we contributed US$338 million, compared to US$392 million in 2021 to Fundação Renova to be used
in the reparation programs in accordance with the Framework Agreement, which were deducted from the
provision. In addition, ongoing discussions in the context of the Judicial Reorganization of Samarco may lead
to the loss of the deductibility of part of the expenses we incurred with the Fundação Renova and of the
deferred taxes over the total provision, depending on the method determined for restructuring Samarco's
debts. The total exposure as of December 31, 2022 was US$1,620 million, compared to US$1,519 million in
2021.
Since the creation of Fundação Renova in 2016 until December 31, 2022, Samarco, BHP Brasil and we made
contributions directly to Fundação Renova in the total aggregate amount of US$6 billion.

EFFECT OF CURRENCY EXCHANGE VARIATION


Our results are affected in several ways by changes in the value of the Brazilian real which is the currency of the primary
economic environment in which we operate. Year-end exchange rate variations impact our financial results, while the
average exchange rate impacts our operational performance.

In 2022, the Brazilian real appreciated 6.45% against the U.S. dollar, from an exchange rate of R$5.58 to US$1.00 on
December 31, 2021 to R$5.22 to US$1.00 on December 31, 2022. The most important effects were non-cash gains, as
described below.

120 | VALE ANNUAL REPORT FORM 20-F


OVERVIEW

We had real denominated debt of US$513 million as of December 31, 2022, compared to US$754 million in 2021,
excluding accrued charges. Since most of our revenues are in U.S. dollars, we used swaps and forward transactions to
convert part of our debt service from Brazilian reais to U.S. dollars. Changes in the value of the U.S. dollar against the
Brazilian real result in fair value variation on these derivatives, affecting our financial results. As a result of the
appreciation of the Brazilian real against the U.S. dollar in 2022, we had fair value gain on our currency derivatives of
US$1,130 million compared to a fair value loss of US$159 million in 2021 due to depreciation of the Brazilian real against
the US$ in 2021. For more information on our use of derivatives, see Operating and Financial Review and Prospects—
Risk management.

In 2022, the annual average exchange rate for Brazilian reais against the U.S. dollar appreciated by 4.3%, from an average
exchange rate of R$5.40 to US$1.00 in 2021 to R$5.17 to US$1.00 in 2022. This had a negative impact on our operational
result and cash flows. The most important effect is described below:

Most of our revenues are denominated in U.S. dollars, while our cost of goods sold are denominated in various
currencies, including the U.S. dollar (51.83 % in 2022), the Brazilian real (42.26% in 2022), the Canadian dollar (5.7 % in
2022) and other currencies (0.21% in 2022). As a result, the appreciation of the Brazilian real and other currencies against
the U.S. dollar increased our costs and expenses by US$260 million, compared to a decrease by US$262 million in 2021
due to depreciation of the Brazilian real against the U.S.$ in 2021.

In 2022, we recognized a gain of US$1,543 million, compared to US$2,413 million in 2021, due to the reclassification of
portion of the cumulative translation adjustments to net income due to the capital reduction we approved in Vale
International, which was characterized as a partial disposal following our accounting policy for transactions of this
nature.

VALE ANNUAL REPORT FORM 20-F | 121


RESULTS OF OPERATIONS
For commentary on our results of operations for the year 2021 compared with 2020, please see pages 113-120 of our
Form 20-F for the year ended December 31, 2021. Consolidated income statement data:

For the year ended December 31,


2022 2021 % change
(US$ million)
Net operating revenue 43,839 54,502 (19.6)
Cost of goods sold and services rendered (24,028) (21,729) 10.6
Selling, administrative and other operating expenses, net (2,237) (3,457) (35.3)
Research and evaluation expenses (660) (549) 20.2
Pre-operating and operational stoppage (479) (648) (26.1)
Impairment reversal (impairment and disposals) of
773 (426) 281.5
non-current assets, net
Operating income 17,208 27,693 (37.9)
Non-operating income (expenses):
Financial income (expenses), net 2,268 3,119 (27.3)
Equity results and other results in associates and joint
305 (1,271) 124.0
ventures
Income before income taxes 19,781 29,541 (33.0)
Income taxes (2,971) (4,697) (36.7)
Net income from continuing operations 16,810 24,844 (32.3)
Net income attributable to non-controlling interests 82 108 (24.1)
Net income from continuing operations attributable to Vale’s
16,728 24,736 (32.4)
shareholders

2,060 (2,376) 186.7


Net income (loss) from discontinued operations
Loss attributable to non-controlling interests - (85) 100.0
Net income (loss) from discontinued operations attributable to
2,060 (2,291) 189.9
Vale’s shareholders

Net income 18,870 22,468 (15.9)


Net income attributable to non-controlling interests 82 23 256.5
Net income attributable to Vale’s shareholders 18,788 22,445 (16.3)

CONSOLIDATED REVENUES
In 2022, our net operating revenues from continuing operations decreased by US$10,663 million or 19.56% to
US$43,839 million, from US$54,502 million in 2021. The decrease was mainly due to (i) lower prices of Iron Solutions
products due to the lower realized prices in the sale of iron ore, which reflects the drop in the market reference price
(impact of US$9,768 million) and (ii) lower volume of iron ore sales (impact of US$837 million).

Our revenue depends, among other factors, on the volume of production at our facilities and the prices for our products.
For more information on our production, see Information on the Company—Lines of business. Increases in the capacity
of our facilities resulting from our capital expenditure program have an important effect on our performance. Our
production is also affected by acquisitions and dispositions.

The following table summarizes, for each of the years indicated, the distribution of our net operating revenues based
on the geographical location of our customers.

VALE ANNUAL REPORT FORM 20-F | 122


Net operating revenues by destination
2022 2021
(US$ million) (% of total) (US$ million) (% of total)
Asia
China 22,203 50.6 28,603 52.5
Japan 3,535 8.1 4,523 8.3
South Korea 1,311 3.0 1,744 3.2
Taiwan 621 1.4 1,000 1.8
Other 1,187 2.7 1,757 3.2
Asia – total 28,857 65.8 37,627 69.0
Europe
Germany 1,521 3.5 2,034 3.7
England 204 0.5 116 0.2
Italy 708 1.6 652 1.2
France 454 1.0 583 1.1
Other 2,470 5.6 3,345 6.1
Europe – total 5,357 12.2 6,730 12.3
South and Central America
Brazil 4,137 9.4 5,164 9.5
Other 603 1.4 916 1.7
South and Central America - total 4,740 10.8 6,080 11.2
Rest of the world 2,646 6.0 2,155 4.0
North America
Canada 596 1.4 367 0.7
United States 1,643 3.7 1,543 2.8
North America - total 2,239 5.1 1,910 3.5
Total 43,839 100 54,502 100

CONSOLIDATED OPERATING COSTS AND EXPENSES


Our cost of goods sold and services rendered from continuing operations increased by 10.6%, to US$24,028 million in
2022 from US$21,729 million in 2021, mainly due (i) increase in costs with bunker and fuel of the segment of Iron
Solutions, resulting in higher costs with oil and gas (impact of US$993 million), and (ii) goods and services.

Our research and development expenses totaled US$660 million in 2022, a 20.2% increase from US$549 million
recorded in 2021, mainly due to projects of drilling and geology exploration and mineral exploration in all segments.

Our pre-operating and operational stoppage expenses totaled US$479 million in 2022, a 26.1% decrease from the
US$648 million recorded in 2021, mainly due to lower idle capacity in stopped Iron Solutions operations related to the
Brumadinho dam collapse.

Our selling administrative and other operating expenses, net, totaled US$2,237 million in 2022, a 35.3% decrease from
US$3,457 million recorded in 2021, mostly due to lower expenses with obligations for dam de-characterization.

RESULTS OF OPERATIONS BY SEGMENT


In 2022, we renamed our main operating segments. The operating segment previously named “Ferrous Minerals” is
now disclosed as “Iron Solutions” while the “Base Metals” operating segment is now disclosed as “Energy Transition
Metals.”

Net operating revenue by segment

VALE ANNUAL REPORT FORM 20-F | 123


The following table summarizes our net operating revenues by-product for the years indicated.

Year ended December 31,


2022 2021 % change
(US$ million, except for %)
Iron Solutions:
Iron ore 28,188 38,324 (26.4)
Iron ore pellets 6,256 7,053 (11.3)
Other ferrous products and services 472 548 (13.9)
Iron Solutions - total 34,916 45,925 (24.0)
Energy Transition Metals:
Nickel and other products(1) 6,619 5,377 23.1
Copper concentrate(2) 1,779 2,589 (31.3)
Energy Transition Metals - total 8,398 7,966 5.4
Other products and services 525 611 (14.1)
Total from continuing operations 43,839 54,502 (19.6)
Discontinued operations - Coal 448 1,083 (58.6)
Net operating revenues 44,287 55,585 (20.3)
(1) Includes nickel co-products (copper) and by-products (precious metals, cobalt and others).
(2) Does not include copper produced in our nickel operations.

Sales volumes

The following table sets forth our principal products and the total volumes sold of each product in each of the years
indicated:

Year ended December 31,


2022 2021 % change
(thousand metric tons, except where indicated)
Iron Solutions:
Iron ore fines 260,663 270,885 (3.8)
Iron ore pellets 33,164 32,306 2.7
ROM (run of mine) 8,216 2,052 300.4
Energy Transition Metals:
Nickel 181 182 (0.5)
Copper 166 216 (23.1)
Copper as nickel co-product 78 68 14.7
PGMs (000’ oz.) (1) 215 173 24.3
Gold (000’ oz.) (1) 277 340 (18.5)
Silver (000’ oz.) (1) 1,611 1,399 15.2
Cobalt (metric tons) (1) 2,361 2,017 17.1
(1) By-product contained in our nickel and copper concentrates.

Average realized prices

The following table sets forth our average realized prices for our principal products for each of the years indicated. We
determine average realized prices based on our net operating revenues, which consist of the price charged to
customers, excluding certain items that we deduct in arriving at net operating revenues, mainly value-added tax.

VALE ANNUAL REPORT FORM 20-F | 124


RESULTS OF OPERATIONS

Year ended December 31,


2022 2021 % change
(US$ per metric ton, except where indicated)
Iron Solutions:
Iron ore 108 141 (23.5)
Iron ore pellets 188 218 (13.6)
Energy Transition Metals:
Nickel 23,670 18,004 31.5
Copper 8,052 9,337 (13.8)
Copper as nickel by-
7,459 9,237 (19.2)
product
Gold (US$/oz) 1,785 1,768 0.9
Silver (US$/oz) 21 24 (12.5)
Cobalt 58,865 51,907 13.4

Cost of goods sold by segment (excluding depreciation, depletion and amortization)

The following table presents, for each year indicated, our cost of goods sold and services rendered (excluding
depreciation, depletion and amortization) by segment and the percentage change from year to year.

Year ended December 31,


2022 2021 % change
(US$ million, except for %)
Iron Solutions:
Iron ore 11,929 11,199 6.5
Iron ore pellets 2,682 2,231 20.2
Other ferrous products and services 335 400 (16.3)
Iron Solutions – total 14,946 13,830 8.1
Energy Transition Metals:
Nickel and other products(1) 4,541 3,606 25.9
Copper(2) 1,049 878 19.5
Energy Transition Metals – total 5,590 4,484 24.7
Others 443 558 (20.6)
Total of continuing operations (excluding
depreciation, depletion and amortization) 20,979 18,872 11.2
Depreciation, depletion and amortization 3,049 2,857 6.7
Total of continuing operations (including
depreciation, depletion and amortization) 24,028 21,729 10.6
(1) Includes nickel co-products (copper) and by-products (precious metals, cobalt and others).
(2) Does not include copper produced in our nickel operations.

Expenses by segment (excluding depreciation, depletion and amortization)

The following table summarizes, for each year indicated, our expenses (consisting of selling, general and administrative,
research and evaluation, pre-operating, stoppage and other expenses, net of other revenues) by operating segment
(excluding depreciation, depletion and amortization) and the percentage change from year to year.

VALE ANNUAL REPORT FORM 20-F | 125


RESULTS OF OPERATIONS

Year ended December 31,


2022 2021 % change
(US$ million, except for %)
Iron Solutions:
Iron ore 604 664 (9.0)
Iron ore pellets 26 20 30.0
Other ferrous products and services 17 12 41.7
Iron Solutions – total 647 696 (7.0)
Energy Transition Metals:
Nickel and other products(1) 154 195 (21.0)
Copper(2) 161 94 71.3
Energy Transition Metals -total 315 289 9.0
Others 2,292 3,492 (34.4)
Total from continuing operations (excluding
3,254 4,477 (27.3)
depreciation, depletion and amortization)
Depreciation, depletion and amortization 122 177 (31.1)
Total from continuing operations (including
3,376 4,654 (27.5)
depreciation, depletion and amortization)
(1) Includes nickel co-products (copper) and by-products (precious metals, cobalt and others).
(2) Does not include copper produced in our nickel operations.

Adjusted EBITDA by segment

The following table summarizes our Adjusted EBITDA for each of our segments.
Year ended December 31,
2022 2021
Adjusted EBITDA Adjusted EBITDA
(US$ million)
Iron Solutions:
Iron ore 15,670 26,471
Iron ore pellets 3,653 4,873
Other ferrous products and services 120 136
Iron Solutions – total 19,443 31,480
Energy Transition Metals:
Nickel and other products(1) 1,924 1,576
Copper(2) 569 1,617
Energy Transition Metals - total 2,493 3,193
Other (3) (2,176) (3,330)
Adjusted EBITDA from continuing operations 19,760 31,343
Adjusted EBITDA from discontinued operations (coal) 171 (189)
Adjusted EBITDA 19,931 31,154
(1) Includes nickel co-products (copper) and by-products (precious metals, cobalt and others).
(2) Does not include copper produced in our nickel operations.
(3) Includes sales and expenses of other products, services, research and development, investments in joint ventures and associates of other business
and unallocated corporate expenses.

The table below shows a reconciliation of our Adjusted EBITDA with our net income for the years indicated. Our
management uses Adjusted EBITDA as the measure to assess the contribution of each segment to our performance
and to support decision-making in allocating resources. Adjusted EBITDA is a non-GAAP measure, which is calculated
for each segment using operating income or loss from continuing operations plus dividends received and interest from
associates and joint ventures and adding back the amounts charged as (i) depreciation, depletion and amortization and

126 | VALE ANNUAL REPORT FORM 20-F


RESULTS OF OPERATIONS

(ii) impairment and reversal (impairment and disposal) of non-current assets. For more information, see note 4 to our
consolidated financial statements.

Year ended December 31,


2022 2021
(US$ million)
Net Income from continuing operations attributable to Vale’s 16,728 24,736
shareholders
Net Income attributable to non-controlling interests 82 108
Net Income from continuing operations 16,810 24,844
Depreciation, depletion and amortization 3,171 3,034
Income taxes 2,971 4,697
Financial results, net (2,268) (3,119)
Equity results and other results in associates and joint (305) 1,271
ventures
Dividends received and interest from associates and joint 154 190
ventures
Impairment and disposals (impairment reversal) of non- (773) 426
current assets
Adjusted EBITDA from continuing operations 19,760 31,343
Adjusted EBITDA from discontinued operations (coal) 171 (189)
Adjusted EBITDA 19,931 31,154

We discuss below, for each segment, the changes in our net operating revenues, cost of goods sold and services
rendered (excluding depreciation, depletion and amortization), expenses (excluding depreciation, depletion and
amortization and excluding impairment charges) and Adjusted EBITDA. The expenses incurred in connection with
remediation, indemnification and donations in respect of the collapse of the Brumadinho dam are not directly related
to our operating activities and are therefore not allocated to any operating segment.

Iron Solutions

Net operating revenues from sales of Iron Solutions. Total of US$ 34,916 million in 2022, a 24.0% decrease from
US$45,925 million in 2021, mainly reflecting (i) lower realized average prices from iron ore, reflecting the drop of the
reference index of the iron ore price, the Platts IODEX 62% that was 24.6% lower with respect to 2021, with an impact
on the Iron Solutions segment of US$9,768 million, and (ii) lower Iron solutions products volumes sold (US$837 million).

Cost of goods sold and services rendered from Iron Solutions. Excluding depreciation, depletion and amortization,
increased by 8.1% in 2022, to US$14,946 million in 2022 from US$13,830 million in 2021. This increase primarily reflects
higher costs with (i) oil and gas, mainly due to the increase in costs with bunker (impact of US$993 million), and (ii)
materials and services impact of US$330 million.

Net expenses from Iron Solutions. Total of US$647 million in 2022, in line with the US$696 million recorded in 2021.

Adjusted EBITDA from Iron Solutions. Total of US$19,443 million in 2022, a decrease of US$12,037 million or 38.2%,
compared to our Adjusted EBITDA of US$31,480 million in 2021. This decrease mainly reflects (i) reduction of the iron
solution products average realized price and sales volume.

VALE ANNUAL REPORT FORM 20-F | 127


RESULTS OF OPERATIONS

Energy Transition Metals

Net operating revenues from sales of Energy Transition Metals. Total of US$8,398 million in 2022, in line with the
US$7,966 million recorded in 2021.

Cost of goods sold from Energy Transition Metals. Excluding depreciation, amortization and depletion, increased by
24.7% in 2022, to US$5,590 million in 2022 from US$4,484 million in 2021, mainly due to higher costs associated with
(i) maintenance shutdown in Sossego (impact of US$151 million), (ii) goods and services (impact of US$459 million) and
(iii) fuel (impact of US$307 million).

Net expenses from Energy Transition Metals. Total of US$315 million in 2022, in line with the US$289 million
recorded in 2021.

Adjusted EBITDA from Energy Transition Metals. Total of US$2,493 million in 2022, a decrease of US$700 million or
21.9% compared to our Adjusted EBITDA of US$ 3,193 million in 2021. This decrease primarily reflects higher costs
associated to (i) maintenance shutdown in Sossego, (ii) goods and services and (iii) fuel.

FINANCIAL RESULTS, NET


The following table details our financial results, net, for the years indicated.

Year ended December 31,


2022 2021
(US$ million)
Financial income(1) 520 337
Financial expenses(2) (1,179) (1,249)
Derivatives financial instruments 1,154 (23)
Net foreign exchange gains (losses) (398) 408
Reclassification of cumulative translation adjustments 1,608 4,326
Indexation losses, net (577) (276)
Financial guarantees 481 312
Participative shareholders' debentures 659 (716)
Financial results, net 2,268 3,119
(1) Includes short-term investments and other financial income (see note 6 to our consolidated financial statements).
(2) Includes loans and borrowings gross interest, capitalized loans and borrowing costs, expenses of REFIS, interest on lease liabilities and others
financial expenses (see note 6 to our consolidated financial statements).

In 2022, our financial results, net, was an income of US$2,268 million compared to an income of US$3,119 million in
2021. The most relevant impacts were as follows:

Reclassification of cumulative translation adjustments. In 2022, we recognized gains of US$1,608 million compared
with gains of US$4,326 million in 2021. The effect recorded in 2022 refers mainly to the reclassification of the cumulative
translation adjustments arising from a capital reduction of Vale International SA (“VISA”), which resulted in a gain of
US$1,543 million, compared with a gain of US$2,413 million recognized in 2021 (see note 16 to our consolidated
financial statements).

Gains on derivatives. Total of US$1,154 million in 2022, compared to a loss of US$23 million in 2021. This variation
was mainly due to our currency and interest rate swaps. We recognized a net gain of US$1,130 million in 2022 compared
to a net loss of US$159 million in 2021 due the Brazilian real appreciation by 4.3% against the U.S. dollar in 2022,
compared to a 4.6% depreciation of the Brazilian real in 2021. These swaps are primarily used to convert debt
denominated in Brazilian Reais into U.S. dollars to protect our cash flow from exchange rate volatility.

The non-cash effect of the fair value changes in participative shareholders' debentures. Represented a gain of

128 | VALE ANNUAL REPORT FORM 20-F


RESULTS OF OPERATIONS

US$659 million in 2022, compared to a loss of US$716 million in 2021. This variation was derived from the decrease on
the weighted average trading price of the secondary market in 2022 compared to 2021.

EQUITY RESULTS AND OTHER RESULTS IN ASSOCIATES AND JOINT VENTURES


In 2022, the equity results and other results in associates and joint ventures totaled a gain of US$305 million compared
to a loss of US$1,271 million in 2021, representing a positive impact of R$1,576 million, mainly caused by lower
provisions related to Fundação Renova and Samarco.

INCOME TAXES
In 2022, we recorded an income tax net expense of US$2,971 million, compared to US$4,697 million in 2021. Our
effective tax rate differed from our statutory tax rate of 34%, principally due to tax incentives resulting from our iron
ore, copper and nickel operations in the North and Northeast regions of Brazil (impact of US$1,247 million), resulting
in an effective tax rate of 15.0%. Our effective tax rate also differed from our statutory tax due to the effect of the
reclassification of cumulative adjustments to the income statement (with an impact of US$547 million). The
reconciliation from statutory tax rate to our effective tax rate is presented in note 8 to our consolidated financial
statements.

NET INCOME AND LOSSES FROM CONTINUING OPERATIONS


For the reasons discussed above, our net income from continuing operations in 2022 was US$16,810 million, compared
to US$24,844 million in 2021.

INCOME FROM DISCONTINUED OPERATIONS


In 2022, we had a gain from discontinued operations attributable to Vale’s shareholders of US$2,060 million compared
to a loss of US$2,291 million in 2021. In 2021, as part of the sustainable mining strategic agenda, we announced our
intention to divest from coal assets. In order to achieve this objective, we carried out a corporate reorganization through
the acquisition of the interests held by Mitsui in these assets, which, upon completion, allowed us to reach an agreement
with Vulcan in December 2021, for the sale of all of our coal assets.

For more information on our discontinued operations, see note 16 to our consolidated financial statements. For more
information on the sale of our coal business, see Overview—Business Overview—Significant Changes in Our Business—
Divestments and Information on the company—Discontinued Operations, and note 16 to our consolidated financial
statements.

VALE ANNUAL REPORT FORM 20-F | 129


LIQUIDITY AND CAPITAL RESOURCES
Our principal funding requirements are for capital expenditures, dividends payments, share buybacks, debt service, tax
payments, dam de-characterization and satisfaction of our obligations relating to the remediation and compensation
of damages in connection with the Brumadinho dam collapse and any contribution we may be required to make to
Fundação Renova, pursuant to the Framework Agreement. We expect to meet these requirements, in line with our
historical practice, by using cash generated from operating activities and financing activities.

Our investment guidance for capital expenditures in 2023 is approximately US$6 billion and after 2023 our average
estimated capital expenditures ranges between US$6 billion and US$6.5 billion per year. A principal amount of US$160
million of our debt matures in 2023. We expect to incur a total amount of US$3,486 million relating to the remediation
and compensation in connection with the Brumadinho dam collapse, de-characterization of dams and contributions to
Fundação Renova in 2023 and after 2023 our aggregate expected expenses with provision is US$7,074 million. We have
an aggregate principal amount of US$1,910 million debt maturing between 2024 and 2026, and US$8,964 million
maturing after 2026. We expect that our existing cash and cash equivalents and our operating cash flows will be
sufficient to satisfy our obligations due in 2023 and thereafter. We are constantly evaluating opportunities for additional
cash generation. Finally, we are committed to continue the reduction in our costs and expenses, maintain our debt
leverage and discipline in capital allocation.

SOURCES OF FUNDS
Our principal sources of funds are our operating cash flow and financing activities. The amount of operating cash flow
is strongly affected by global prices for our products. In 2022, net cash flow generated by operating activities amounted
to US$11,485 million, compared to US$25,679 million in 2021. In 2022, our cash, cash equivalents and short-term
investments totaled US$4,797 million compared to US$11,905 million in 2021.

In 2022, we borrowed US$1,275 million, compared to US$930 million in 2021, including US$775 million in pre-export
financing agreements with commercial banks and US$500 million in loan agreements with development banks and
agencies. In addition, we amended certain existing credit agreements in the total amount of US$1,550 million to replace
Libor with SOFR and for a portion of those also to extend the maturity.

USES OF FUNDS
In addition, in 2022, we used a total amount of cash of US$1,713 million (US$1,898 million in 2021) in matters related
to the collapse of our dam in Brumadinho, of which US$904 million (US$1,056 million in 2021) in connection with
obligations assumed under settlement agreements, US$189 million (US$192 million in 2021) in individual
indemnification and other commitments and US$620 million (US$650 million in 2021) was in connection with
communication services, accommodation and humanitarian assistance, equipment, legal services, water, food aid, taxes,
among others. In 2022, we also used a total amount of cash of US$349 million in matters related to the de-
characterization of dams, compared to US$392 million in 2021.

In 2022, we also used a total amount of cash of US$338 million in matters related to the collapse of Samarco’s dam,
which has been entirely contributed to Fundação Renova to be used in the reparation programs in accordance with the
Framework Agreement.

Capital expenditures

Our capital expenditures in 2022 amounted to US$5,446 million, including US$3,859 million dedicated to sustaining our
existing operations and US$1,587 million for project execution (construction in progress). For more information about
the specific projects for which we have budgeted funds, see Information on the Company—Capital expenditures.

130 | VALE ANNUAL REPORT FORM 20-F


LIQUIDITY AND CAPITAL RESOURCES

Distributions and repurchases

Distributions. In 2022, we paid dividends and interest on shareholders’ equity in the total amount of US$6,615 million,
of which US$3,254 million was based on the anticipation of the income for the year ended December 31, 2022. On
February 16, 2023, the Board of Directors approved a dividend payment of US$1,569, which was paid on March 22,
2023.

Repurchases. In 2022, we repurchased 357,442,577 shares at an average price of US$16.89 per share, including
187,807,077 through wholly owned subsidiaries and 169,635,500 directly by Vale S.A. The total amount acquired was
US$6,036 million, of which US$3,160 million were acquired through wholly owned subsidiaries and US$2,876 million by
Vale S.A.

Tax payments

We paid US$4,274 million in income tax in 2022, excluding the payments in connection with REFIS tax settlement,
compared to US$4,053 million in income tax in 2021. In 2022, we paid a total of US$363 million, in connection with the
REFIS, compared to US$332 million in the same period in 2021.

Liability Management

In 2022, we repaid US$2,300 million (US$1,927 million in 2021) under our financing agreements, including US$1,291
million through a cash repurchase of certain debt securities consummated in June 2022 and other repayments in loans
with commercial banks.

DEBT
As of December 31, 2022, our total outstanding debt was US$11,181 million (including US$11,034 million of principal
and US$147 million of accrued interest) compared with US$12,180 million as of December 31, 2021. As of December
31, 2022, we had loans and financing amounting to US$101 million secured by fixed assets, which were terminated on
April 22, 2022. As of December 31, 2022, the weighted average of the remaining term of our debt was 8.7 years, the
same as in 2021.

As of December 31, 2022, our short-term debt and the current portion of long-term debt was US$307 million compared
to US$1,030 million in 2021, including accrued interest.

Our major categories of long-term indebtedness are described below. The principal amounts shown below, excluding
accrued interest.

 U.S. dollar-denominated loans and financings (US$4,212 million as of December 31, 2022 and US$3,136 million
as of December 31, 2021). This category includes export financing lines, loans from export credit agencies, and
loans from commercial banks and multilateral organizations;
 U.S. dollar-denominated fixed rate notes (US$6,157 million as of December 31, 2022 and US$7,448 million as
of December 31, 2021). We have issued in public offerings several series of fixed rate debt securities, directly
by Vale and through our wholly owned finance subsidiary Vale Overseas Limited (debt securities guaranteed
by Vale) totaling US$5,878 million, compared to US$6,631 million in 2021. Our subsidiary Vale Canada has
outstanding fixed rate note in the amount of US$279 million as of December 31, 2022, compared to US$297
million as of December 21, 2021;
 Other debt (US$505 million as of December 31, 2022 and US$566 million as of December 31, 2021). We have
outstanding debt, principally owed to BNDES, Brazilian commercial banks and holders of infrastructure
debentures, denominated in Brazilian reais and other currencies.

As of December 31, 2022, we have two revolving credit facilities with syndicates of international banks, which will mature
in 2024 and 2026. The revolving credit lines, which are committed, allow more efficient cash management, consistent

VALE ANNUAL REPORT FORM 20-F | 131


LIQUIDITY AND CAPITAL RESOURCES

with our strategic focus on reducing cost of capital. We currently have US$5 billion available under these two revolving
credit lines which can be drawn by Vale, Vale Canada and Vale International.

Some of our long-term debt instruments contain financial covenants and most include cross acceleration provisions.
22.39% of the aggregate principal amount of our total debt require that we maintain, as of the end of each quarter, (i) a
consolidated ratio of total debt to adjusted EBITDA for the past 12 months not exceeding 4.5 to one and (ii) a
consolidated interest coverage ratio of at least 2.0 to one. These covenants appear in our financing agreements with
BNDES, with other export and development agencies and with some other lenders. As of December 31, 2022, we were
in compliance with our financial covenants.

As of December 31, 2022, the corporate financial guarantees we provided (within the limit of our direct or indirect
interest) for certain associates and joint ventures totaled US$1,522 million, compared to US$1,513 million in 2021.

In a broader view, the sum of our net debt, with other commitments with respect to leases, currency swaps, and
provisions for Brumadinho and Mariana reparations, increased in 2022 by US$5,092 million to US$14,140 million as of
December 31, 2022, from US$9,048 million as of December 31, 2021.

132 | VALE ANNUAL REPORT FORM 20-F


LIQUIDITY AND CAPITAL RESOURCES

RISK MANAGEMENT
We continuously seek to enhance our integrated framework for managing the risks to which we are exposed, in order
to support the achievement of our objectives, financial strength and flexibility and business continuity. In 2022, we
reviewed our Integrated Risk Map, which contains our risk priority themes, and our risk management policy to provide
a clear definition of risk management roles and responsibilities to further increase synergies among our lines of defense
and ensure a process simplification. In 2022, we also created our Risk Appetite Statement, an internal-use document
proposed by our Executive Committee and approved by our Board of Directors, in which we define the risk appetite for
each category of risk in the Integrated Risk Map to guide management in their business decisions, in the capital
allocation and in the efforts applied towards managing and mitigating risk.

In addition, we enhanced our mapping process of emerging risks, which are defined as new risks or risks already known,
but under new or different conditions and/or circumstances that have a high degree of uncertainty regarding their
trend, severity and probability. The emerging risks are normally influenced by external factors and, therefore, their
potential impact, if any, is more difficult to predict.

Our risk management strategy considers the impact on our business of market risk factors (market risk), risks associated
with dams, slopes and ore piles collapses (geotechnical risk) risks associated with inadequate or failed internal processes,
people, systems or external events (operational risk), risks that may suspend or materially affect the performance of our
operations (production planning and continuity risk), risks associated with our business model, ESG, political and
regulatory conditions in countries in which we operate (strategic risk), risks associated with social and human rights,
climate change (sustainability risk), risks from exposure to legal penalties, fines or reputational losses associated with
failure to act in accordance with applicable laws and regulations, internal policies or best practices (compliance risk),
risk associated to information security (cyber risk), risk associated to credit from trade receivables, derivative
transactions, guarantees, down payment for suppliers and cash investments (financial risk), among others.

RISK GOVERNANCE STRUCTURE


Our Board of Directors has established five permanent advisory committees, one of them, in particular, with major roles
in advising the Board on and monitoring our risks: the Audit and Risks Committee, which evaluates and monitors the
effectiveness and sufficiency of our controls and risk management system. For more information, see Management and
Employees—Other advisory committees to the Board of Directors.

Our Executive Committee has established five advisory committees (the Risk Executive Committees) to advise our
management with respect to each of these risks: (i) operational risks, (ii) geotechnical risks, (iii) strategy, finance and
cyber risks, (iv) compliance, institutional relations and communication risks and (v) sustainability risks. The main
responsibilities of these committees are, among others: promoting and spreading the culture of risk management
throughout the company; supporting the first line of defense; supporting our Executive Committee in monitoring risks
of the Integrated Risk Map categories, as well as making preventive recommendations regarding potential risks
presented in the Committees’ meetings; and recommending revisions of risk management principles and tools for the
continuous improvement of the process; evaluating and suggesting, when necessary, changes in the risk management
strategy and submitting them for the approval of the Executive Committee.

The Audit and Compliance Department, which reports directly to the Board of Directors and is supervised by the Audit
and Risks Committee, is composed of the Internal Audit, Corporate Integrity and Whistleblower Channel areas, the latter
two being responsible for our Ethics & Compliance Program.

Our Ethics & Compliance Program has six main elements: (1) Governance to ensure autonomy and independence from
others executive structures of the company; (2) Guidelines based on the principles detailed in our Code of Conduct,
Anti-Corruption normative documents, policies and procedures; (3) Communication & Training to guide employees
on how to overcome challenging situations and make the best decisions in a responsible and ethical way; (4) Risks &
Monitoring to guarantee the company's adherence to the Program's guidelines; (5) Whistleblower Channel to report

VALE ANNUAL REPORT FORM 20-F | 133


RISK MANAGEMENT

cases of suspicion or ethical misconduct; and (6) Consequence Management to enable the application of disciplinary
measures for confirmed misconduct inside the company.

The Whistleblower Channel is structured to guarantee confidentiality, protect whistleblower anonymity and the
information for a fair investigation. The Whistleblower Channel offers all conditions for a report to be independently
verified, and prohibits breaches of confidentiality, intimidation or retaliation against whistleblowers.

Any breaches of our Code of Conduct, policies and standards can be reported by anyone, including employees,
contractors, suppliers, members of affected communities and other stakeholders, via our Whistleblower Channel. More
information about Vale's Ethics & Compliance Program and its Whistleblower Channel, including the number of
employees dismissed for misconduct, can be found in the Ethics & Compliance Annual Report, available on the
company's website.

Our risk governance structure is based on the Risk Management Policy, which has the main purpose of: (i) promoting
the culture of risk management throughout the company (ii) supporting the strategic planning and sustainability of our
business; (iii) optimizing capital allocation and strengthening the asset management of our business; (iv) strengthening
our governance practices, based on lines of defense model; (v) using ISO 31000, ISO 55000 and COSO-ERM standards
as references for risk management; (vi) adopting the RBPS (Risk Based Process Safety) as the operational safety
management system; (vii) employing the risk appetite methodology as a tool to guide our executives in the decision-
making process, in capital allocation and in formulating preventive and mitigation actions for the potential risks; (viii)
measuring and monitoring our potential risks, on a consolidated basis, considering the effect of diversification, when
applicable, of our entire business; (ix) establishing a specialized structure for specific and independent performance, as
Second Line of Defense Specialist, in the assessment of potential operational risks, including geotechnical risks; (x)
assessing the impact of new investments, acquisitions and divestitures on our risk map, and (xi) mapping emerging
risks in order to seek solutions that might timely mitigate possible negative impacts on company’s business objectives.

In December 2022, we revised our Risk Management Policy turning it into a more principles-oriented policy and further
clarifying roles and responsibilities of the three lines of defense in our risk management process in order to facilitate its
application in our daily operations. We also revised our Risk Management Rules to update our Risk Rulers and Matrices
and include concepts of business and emerging risks, priority risk themes and risk appetite, and to reinforce the roles
and responsibilities of the three lines of defense.

Our integrated risk governance practice is based on a three lines of defense model. We reevaluate our risk practices
from time to time to ensure the alignment between strategic decisions, performance and the risk approach determined
by our Board of Directors.

MANAGEMENT OF SPECIFIC RISKS


Market Risk

We are exposed to various market risk factors that can impact our cash flow. An assessment of the potential impact of
the consolidated market risk exposure is performed periodically to support the decision-making process regarding the
risk management strategy, which may incorporate financial instruments, including derivatives. The financial instrument
portfolio is monitored on a monthly basis, enabling us to properly evaluate financial results and their impact on cash
flow, and ensure correlation between the strategies implemented and the proposed objectives.

Considering the nature of our business and operations, the main market risk factors that we are exposed to are:

Product prices and input costs. We are exposed to market risks associated with commodities price volatilities. We
may enact risk mitigation programs in situations such as the following: (i) where there is a risk of financial distress; (ii) to
support commercial activities and specific needs of our business segments; (iii) to ensure a minimum cash and/or value
generation for certain businesses; and (iv) to protect from the increase of certain cost items, such as fuel oil used on
ships and freight chartering. These programs include predominantly forward transactions, futures contracts and options.

134 | VALE ANNUAL REPORT FORM 20-F


LIQUIDITY AND CAPITAL RESOURCES

Foreign exchange rates. Our cash flows are also exposed to the volatility of several currencies against the U.S. dollar
and of interest rate on loans and financings. While part of our product prices is indexed to U.S. dollars, most of our
investments and other disbursements, and a relevant portion of our costs are indexed to other currencies other than
the U.S. dollar, principally the Brazilian real and the Canadian dollar. We also have debt instruments denominated in
currencies other than U.S. dollars, mainly in Brazilian reais. We may use swaps and forward transactions to convert into
U.S. dollars a portion of the cash outflows of these debt instruments, and of some other assets or liabilities denominated
in currencies other than U.S. dollars.

Interest rates. Our floating rate debt consists mainly of loans including export prepayments, commercial bank loans
and multilateral organization loans. In general, the U.S. dollar floating rate debt is subject to changes to LIBOR (London
Interbank Offer Rate) and SOFR (Secured Overnight Financing Rate).

See note 20 to our consolidated financial statements for quantitative information about risks relating to financial
instruments, including financial instruments entered into pursuant to our risk management policies.

Geotechnical Risk

Geotechnical risk management is the structured approach we take to manage the risks of dams, slopes and ore piles
collapses, with the potential to cause fatalities and impact the communities and the environment and/or interrupt our
activities. Geotechnical risks are very significant to our business and are continuously monitored and duly integrated to
our enterprise risk management.

We have been working on the improvement of our tailings management practices by implementing our Tailings and
Dam Management System (“TDMS”). This system is based on the adoption of multiple layers of protection, including
our three internal lines of defense and external lines of defense, such as the engineer of record and the Independent
Qualified Person (“IQS”).

The risks imposed by geotechnical structures are also evaluated by the Hazard Identification and Risk Assessment
(“HIRA”) process. The HIRA methodology was tailored to reflect the particularities of our geotechnical structures and
allow critical control tools to be implemented based on the risks identified.

Operational Risk

Operational risk management is the structured approach we take to manage uncertainty related to internal and external
events. Internal events consist of inadequate or failed internal processes, people and systems, while external events
include natural and operational catastrophes caused by third parties.

We conduct HIRA, a process that identifies and analyzes operational risks and defines performance criteria and
establishes assurance to the associated critical controls. We implemented the HIRA process to strengthen our risk
management discipline. In the first cycle, from 2019 to 2021, we assessed 100% of all mines, processing plants, railroads,
and ports, and, in 2022, we concluded the assessment of 100% of the tailing dams. The first cycle focused on scenarios
with potential consequences to human life and to the environment. A second cycle started in 2022 and is not only
reassessing scenarios covered in the first cycle but also adding business interruption scenarios to the analysis. The
process is part of the Element #4 of our Management System and will run in a 3 to 5-year cycle continuously.

We reduce operational risk by implementing new controls, improving existing ones, and monitoring their effectiveness.
Our response plans include the high risks scenarios and identify the necessary resources to mitigate the impacts. We
seek a clear view of the major risks we are exposed to, the cost-benefit on mitigation plans and the controls in place to
closely monitor the impact of operational risks and to efficiently allocate capital to reduce it.

VALE ANNUAL REPORT FORM 20-F | 135


RISK MANAGEMENT

Production Planning and Continuity Risk

Production planning and continuity risk include risks that may paralyze or materially affect the performance of our
operations such as the unavailability of critical resources and of place for disposal of tailings, risks of not obtaining or
not renewing licenses, concessions and mining rights, logistics risks and risks of availability and quality of reserves. Our
performance may also be affected by political, geopolitical, regulatory, economic and social conditions in the regions
in which we operate.

The achievement of our production guidance depends on several factors (internal and external to us). To mitigate these
risks, our long-term planning monitors the lifecycle of mineral resources and geotechnical structures as well as timelines
for development, licensing and implementation of new projects. Based on this, we work to prioritize engineering efforts
of engineering and strengthen relationship with communities and environmental agencies in order to evolve with
authorizations, environmental and social licenses to operate. In order to mitigate impact and support the Master Plan,
we also invest in studies and research to support the sustainability of our operations.

Additionally, according to our in-house developed methodology to assess physical risks related to climate change, “Vale
Climate Forecast,” based on Task Force on Climate-related Financial Disclosures recommendations, physical impacts on
our assets caused by climate events are also considered operational impacts and these impacts are assessed as
operational, planning and continuity risks.

Strategic Risk

Strategic risk involves risk factors thar our business subject to in particular along the lines such as the following:
governance, business model, external environment issues, regulatory, political, geopolitical economic or social actions
taken by governments or other stakeholders, which may impact our global operations, the global profile of our client
portfolio and related supply chains.

We are exposed to a number of external factors that may hinge our ability to achieve our long-term goals. Such risks
can be attributed to changes in industry dynamics, as per acceleration or delays in market trends, new entrants, creation
of product substitutes and/or changes in the dynamic of the supply chain. As such, we need to identify and when
possible, anticipate and reposition ourselves to respond to those changes on a timely manner.

Sustainability Risk

Social and Human Rights Risks

In 2020, following our governance and risk management review, social and human rights risks management was
incorporated into the business risk management process.

Social risks management involves the assessment of the socioeconomic characteristics of the communities with which
we interact, how we fulfill our commitments to them, and how the potential impacts of our operations are perceived by
these communities, including Indigenous Peoples and Traditional Communities. Human rights risk management
involves the analysis of issues such as degrading working conditions and modern slavery, child labor and sexual
exploitation of children and adolescents, violations in labor relations, violations in communities and violation of human
rights on a large scale.

In 2022, we continued to improve our social and human rights risk management. Based on the risks registered by the
operational teams into the risk management system, we develop action plans and carry out inspections with a focus on
risks that could affect communities, their safety and ways of living and human rights. In addition, human rights due
diligence is conducted in our project’s operations and suppliers. The results are integrated into action plans, which are
monitored. We have also made progress the human rights risk management related to suppliers in Brazil and Canada,
including the increase of human rights inspections in suppliers in Brazil and the development of further human rights

136 | VALE ANNUAL REPORT FORM 20-F


LIQUIDITY AND CAPITAL RESOURCES

standards for suppliers. We maintain grievance mechanism channels to receive, register, and address the demands from
stakeholders. The identification of risks can also occur from the communications made through these channels.

Climate Change Risk:

We assess transition risks (i.e., emerging regulation at state, national and transnational levels related to carbon pricing,
issues of a reputational nature that may potentially arise from the perception of our performance on addressing climate
change, and issues related to emerging technology which may disrupt or materially alter business routes, planning), as
well as physical risks (i.e., operational impacts from extreme weather the intensity of which is heightened as a
consequence of climate change) pursuant to the recommendations of the Task-Force on Climate-Related Financial
Disclosures recommendation.

Our Climate Change Team identifies and monitors the risks with the support from our Risk Management Team to
constantly map the transition risks related to climate change.

For transition risks, we have a systematic approach to monitoring the regulatory landscape and emerging trends related
to climate-related proposals, initiatives, laws etc., the potential impacts of which are calculated and qualified within our
Executive Committee and through the company’s “Low Carbon Forum” governance. In parallel, we seek cutting-edge
information and stakeholder alignment, as well as advance company positioning on relevant climate-related policies,
through participation in global forums such as the International Council on Mining and Metals, the World Economic
Forum, the World Business Council on Sustainable Development as examples), and through international events such
as annual Conference of the Parties (“COP”), the annual UN General Assembly gathering and associated “Climate Week
NYC”, and other events in critical jurisdictions such as Brazil, Canada, China, the US, Europe, Indonesia, Middle East. OP
27 and (e.g., the “Low-Carbon Forum”).

For physical risks, we have developed a methodology called “Vale Climate Forecast” to deal with short and long-term
risks related to physical impacts on our assets due to climate changes.

For more information, please, see https://www.vale.com/web/esg/climate-change. Information in our website is not
incorporated by reference in this annual report on Form 20-F.

Compliance Risk

Corruption Risk

Our Ethics & Compliance Program has specific anti-corruption rules, which are stated in the Code of Conduct, the Global
Anti-Corruption Policy, and detailed in an internal Global Anti-Corruption Manual.

Our main anti-corruption rules are:

 Political contributions directly or indirectly on behalf of Vale are prohibited. This includes company donations or
contributions to political parties, political candidates, and election campaigns.
 Facilitation payments are prohibited.
 Socioenvironmental and institutional external expenditures must be previously analyzed by Corporate Integrity
through an internal tool and must have a contract with anti-corruption and accountability clauses.
 Gifts, meals, and entertainment involving Government officials above a specific value must be previously
approved by Corporate Integrity through an internal tool, and gifts in cash or equivalent are prohibited at Vale,
regardless of the amount.
 All suppliers, entities, associations, and any other third parties that receive funds from us, before being registered,
must go through due diligence, where a background check is performed, and the risk of corruption is defined.
Anti-corruption clauses must be included in the contracts.
 The process of recruiting and selecting employees and leaders who are related to any public official must also be
previously approved by Corporate Integrity.

VALE ANNUAL REPORT FORM 20-F | 137


RISK MANAGEMENT

 Any conflict of interest must be disclosed by our employees (with computer access) through a global campaign
carried out from time to time.
 We provide regular training and communications on our global anti-corruption rules, as well as specialized
training to employees who have substantive compliance related responsibilities.

Cyber Risk

Cyber risk management is the approach taken to manage information security risks, such as theft and leakage of
information, technology assets unavailability and compromising data integrity. The increase on the threat landscape is
a natural trend in our industry and the evolving risks in this space come from a variety of cyber threat actors like nation
states, cyber criminals, hacktivists and insiders. We have experienced threats to the security of our information, but
none of these had an impact on our business in 2022.

We employ several measures to manage this risk in order to protect, detect and respond to cyber events including
information security policies and standards, security protection technologies, detection and monitoring of threats, as
well as testing of response and recovery procedures. To encourage vigilance among our employees we create a culture
of cybersecurity awareness in the organization through a training program covering topics such as email phishing,
information classification and other information security best practices.

Financial Risk

We are exposed to credit risk arising from trade receivables, derivative transactions, guarantees, down payment for
suppliers and cash investments. Our credit risk management process provides a framework for assessing and managing
counterparties’ credit risk and for maintaining our risk at an acceptable level.

We assign an internal credit rating and a credit limit to each counterparty using our own quantitative methodology for
credit risk analysis, which is based on market prices, external credit ratings and financial information of the counterparty,
as well as qualitative information regarding the counterparty’s strategic position and history of commercial relations.

Based on the counterparty’s credit risk, risk mitigation strategies may be used to manage our credit risk. The main credit
risk mitigation strategies include non-recourse discount of receivables, insurance instruments, letters of credit,
corporate and bank guarantees, mortgages, among others.

From a geographic standpoint, we have a diversified accounts receivable portfolio, with Asia, Europe and Brazil, the
regions with the most significant exposure. According to each region, different guarantees can be used to enhance the
credit quality of the receivables. We monitor the counterparty exposure in the portfolio periodically and we block
additional commercial credit to customers in delinquency.

To manage the credit exposure arising from cash investments and derivative instruments, credit limits are approved to
each counterparty to which we have credit exposure. We control the portfolio diversification and monitor different
indicators of solvency and liquidity of our different counterparties that were approved for trading.

138 | VALE ANNUAL REPORT FORM 20-F


IV. SHARE OWNERSHIP AND TRADING

MAJOR SHAREHOLDERS
As of March 31, 2023, our corporate capital was composed of 4,539,007,580 common shares, including 12 golden shares
issued to the Brazilian government. The 12 golden shares have veto powers over certain actions, such as changes to
our name, the location of our headquarters and our corporate purpose as it relates to mining activities.

The following table sets forth information regarding ownership of Vale shares by the shareholders we know beneficially
own more than 5% of our outstanding capital stock, and by our directors and executive officers as a group, as of March
31, 2023, unless otherwise indicated.

Shareholders Common shares owned % of class(6)


Caixa de Previdência dos Funcionários do Banco do Brasil
393,946,556 8.9
(“PREVI”)(1)
BlackRock, Inc.(2) 302,602,159 6.8
Capital World Investors(3) 294,061,122 6.6
Mitsui & Co., Ltd.(4) 286,347,055 6.4
Capital Research Global Investors(3) 214,791,969 4.8
Capital International Investors(3) 134,097,229 3.0
Board of directors and executive officers as a group(5) 2,363,008 0.1
(1) Previ is a shareholder of Litel Participações S.A. (“Litel”) and Litela Participações S.A. (“Litela”), which were part of our former control group.
(2) Number of shares as reported in BlackRock, Inc.’s Schedule 13G/A, filed with the SEC on February 3, 2022.
(3) Capital World Investors (“CWI”), Capital Research Global Investors (“CRGI”) and Capital International Investors (“CII”) are investment divisions of
Capital Research and Management Company. Number of shares as of December 30, 2022, as reported in Schedule 13G/A of CWI, CRGI and CII,
each filed with the SEC on February 13, 2023.
(4) Mitsui & Co. Ltd. (“Mitsui”) was part of our former control group.
(5) Number of shares as of December 30, 2022.
(6) All percentages are based on 4,439,999,503 common shares outstanding as of March 31, 2023. We held 99,008,077 shares in treasury as of March
31, 2023.

In October 2022, Cosan S.A. announced that it acquired 4.9% of our outstanding shares, and an option to acquire an
additional 1.6%.

We were informed of the following significant changes in the percentage ownership held by our major shareholders
during the past three years:

Litel, Litela and PREVI: In January 2020, Litela transferred to its shareholders as a result of its capital reduction
386,040,325 common shares, representing an aggregate of 7.5% of our outstanding share capital (based on a
total outstanding share capital of 5,129,910,942 common shares outstanding as of June 30, 2019). In
February 2021, Litela transferred to its shareholders as a result of a distribution of assets to its shareholders,
504,801,150 common shares, representing an aggregate of 9.8% of our outstanding share capital (based on a
total outstanding share capital of 5,129,910,942 common shares outstanding as of January 31, 2021). As a
result, Litela reduced its shareholding in Vale to 0.29%. In this distribution, PREVI received 406,981,677
common shares, increasing its interest to 10.2%.
 Bradespar: In January 2022, Bradespar S.A. (“Bradespar”) transferred to its shareholders, as a result of a capital
reduction, 130,654,877 common shares. Consequently, Bradespar reduced its shareholding interest in Vale to
163,252,389 common shares, representing an aggregate of 3.3% of our outstanding share capital (based on a
total outstanding share capital of 4,821,642,536 common shares outstanding as of January 31, 2022). From
2017 and 2020, Litel, Litela, Mitsui, Bradespar and BNDES Participações S.A. were parties to a shareholders
agreement, pursuant to which they voted together on certain matters. Since 2020, there are no shareholders’
agreements filed at our headquarters and we no longer have a controlling shareholder.

139 | VALE ANNUAL REPORT FORM 20-F


RISK MANAGEMENT

 Capital Research and Management Company: Capital World Investors reported 294,061,122 shares as of
December 31, 2022, 360,598,669 shares as of December 31, 2021, and 302,201,922 shares as of December 31,
2020. Capital Research Global Investors reported 214,791,969 shares as of December 31, 2022, 293,135,748
shares as of December 31, 2021, and 294,934,543 shares as of December 31, 2020. Capital International
Investors reported 134,097,229 shares as of December 31, 2022 and 249,790,017 shares as of December 31,
2021.

140 | VALE ANNUAL REPORT FORM 20-F


RELATED PARTY TRANSACTIONS
In 2021, we released our revised policy on related party transactions. The policy sets forth rules and principles to ensure
transparency and arm’s-length terms in our transactions with related parties and other situations of potential conflicts
of interest. Pursuant to our new policy:

 The definition of related party is based on applicable accounting standards and on this policy, which may be
more restrictive than applicable laws and regulations under certain circumstances.
 Our revised policy introduced the concept of “Reference Shareholders,” which are shareholders we consider
to be related parties, based on the standards set forth in the policy such as, the effective influence over Vale
through a direct or known relationship, the existence of common management with such shareholder or a
company that is part such shareholder’s group, among others. The list of our Reference Shareholders will be
annually reviewed by the Audit and Risks Committee.
 Our Audit and Risks Committee is responsible for issuing reports about potential conflicts of interest between
us and our shareholders or management and for reviewing the procedure and terms of related party
transactions that are submitted to our Board of Directors for approval.
 If we identify a conflict of interest with a shareholder, then that shareholder or its representative may not
participate in any discussions related to the transaction at any shareholders’ meeting and will only have access
to publicly available information about the matter.
 If a director or an executive officer has a conflict of interest with the company in connection with any proposed
transaction, such director or executive officer may not vote in any decision of the Board of Directors or of the
Executive Committee regarding such transaction and must disclose the nature and extent of the conflicting
interest for transcription in the minutes of the meeting. Any director or executive officer who has a conflict of
interest cannot receive any relevant documentation or information and may not participate in any related
discussions. None of our directors or executive officers can transact any business with us, except on reasonable
or fair terms and conditions that are identical to the terms and conditions prevailing in the market or offered
by unrelated parties.
 The policy also prohibits the extension of any loans to related parties other than our subsidiaries and affiliated
companies.

We have engaged, and expect to continue to engage, in arm’s length transactions with certain entities controlled by, or
affiliated with, our major shareholders.

 Previ, a pension fund of the employees of Banco do Brasil S.A. (“Banco do Brasil”), owns 100% of the investment
fund BB Carteira Ativa, which holds 80.62% of the common equity of Litela Participações S.A. and Litel
Participações S.A., which in turn hold together 9.9% of the common shares of Vale as of January 31, 2023.
Banco do Brasil appoints three out of the six members of Previ’s senior management. An affiliate of Banco do
Brasil is the manager of BB Carteira Ativa. Banco do Brasil is also a full-service financial institution, and Banco
do Brasil- and its affiliates have performed, and may perform in the future, investment banking, advisory or
general financing and banking services for us and our affiliates, from time to time, in the ordinary course of
business.
 We have commercial relationships in the ordinary course of our business with Mitsui, a large Japanese
conglomerate. Mitsui has direct investments in some of our subsidiaries, joint ventures and associated
companies. Mitsui is also our joint venture partner at VLI.

We have provided in the past, and may continue to provide, funding for Samarco and Fundação Renova. See Operating
and Financial Review and Prospects—Overview—Fundação Renova and Samarco Funding.

We have engaged, and expect to continue to engage, in arm’s length transactions with certain of our associates and
joint ventures. For information regarding investments in associate companies and joint ventures and for information
regarding transactions with major related parties, see notes 15, 30 and 31 to our consolidated financial statements.

141 | VALE ANNUAL REPORT FORM 20-F


DISTRIBUTIONS
Under Brazilian law and our bylaws, we are required to distribute to our shareholders an annual amount equal to not
less than 25% of the distributable amount, referred to as the mandatory dividend, unless the Board of Directors advises
our shareholders at our shareholders’ meeting that payment of the mandatory dividend for the preceding year is
inadvisable in light of our financial condition. For a discussion of dividend distribution provisions under Brazilian
corporate law and our bylaws, see Additional Information—Bylaws.

The tax regime applicable to distributions to non-resident shareholders and holders of ADRs will depend on whether
those distributions are classified as dividends or as interest on shareholders’ equity. See Additional Information—
Taxation—Brazilian tax considerations.

By law, we are required to hold an annual shareholders’ meeting by April 30 of each year at which an annual dividend
may be declared. Additionally, our Board of Directors may declare interim dividends. Under Brazilian corporate law,
dividends are generally required to be paid to the holder of record on a dividend declaration date within 60 days
following the date the dividend was declared, unless a shareholders’ resolution sets forth another date of payment,
which, in either case, must occur prior to the end of the fiscal year in which the dividend was declared. A shareholder
has a three-year period from the dividend payment date to claim dividends (or payments of interest on shareholders’
equity) in respect of its shares, after which we will have no liability for such payments.

We make cash distributions on the common shares underlying the ADSs in reais to the custodian on behalf of the
depositary. The custodian then converts such proceeds into U.S. dollars and transfers such U.S. dollars to be delivered
to the depositary for distribution to holders of ADRs net of the depositary’s fees. For information on taxation of dividend
distributions, see Additional Information—Taxation—Brazilian tax considerations.

The following table sets forth the cash distributions we paid to holders of common shares and preferred shares for the
years indicated. Amounts have been restated to give effect to stock splits that we carried out in subsequent periods.
Amounts are stated before any applicable withholding tax.

U.S. dollars U.S. dollars


Reais per share per share(1) total(1)
Year Payment date Dividends Interest on equity Total Total (US$ million)
2019(2) August 7, 2020 – 1.41 1.41 0.25 1,324
2020 September 30, 2020 1.41 1.00 2.41 0.45 2,329
2021 March 15, 2021 3.42 0.83 4.26 0.77 3,972
June 30, 2021 2.19 – 2.19 0.43 2,200
September 30, 2021 8.20 – 8.20 1.53 7,644
2022 March 16, 2022 3.72 – 3.72 0.72 3,500
September 1, 2022 2.03 1.54 3.57 0.65 3,000
2023 March 22, 2023 1.83 0.29 2.12 0.41 1,823
(1) As approved by the Board of Directors.
(2) Amounts were approved by the Board of Directors on December 19, 2019, and payment of the amounts was approved on July 29, 2020.

142 | VALE ANNUAL REPORT FORM 20-F


TRADING MARKETS
Our publicly traded share capital consists of common shares, without par value. Our common shares are publicly traded
in Brazil on the B3, under the ticker symbol VALE3. Our common shares also trade on the LATIBEX, under the ticker
symbols XVALO. The LATIBEX is a non-regulated electronic market created in 1999 by the Madrid stock exchange in
order to enable trading of Latin American equity securities.

Our common ADSs, each representing one common share, are traded on the NYSE, under the ticker symbol VALE.
Citibank N.A. serves as the depositary for the common ADSs. On December 31, 2022, there were 1,286,543,896 common
ADSs outstanding, representing 26.92 % of our total share capital.

VALE ANNUAL REPORT FORM 20-F | 143


DEPOSITARY SHARES
Citibank N.A. serves as the depositary for our ADSs. ADR holders are required to pay various fees to the depositary, and
the depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid.

ADR holders are required to pay the depositary amounts in respect of expenses incurred by the depositary or its agents
on behalf of ADR holders, including expenses arising from compliance with applicable law, taxes or other governmental
charges, facsimile transmission or conversion of foreign currency into U.S. In this case, the depositary may decide in its
sole discretion to seek payment by either billing holders or by deducting the fee from one or more cash dividends or
other cash distributions. The depositary may recover any unpaid taxes or other governmental charges owed by an ADR
holder by billing such holder, by deducting the fee from one or more cash dividends or other cash distributions, or by
selling underlying shares after reasonable attempts to notify the holder, with the holder liable for any remaining
deficiency.

ADR holders are also required to pay additional fees for certain services provided by the depositary, as set forth in the
table below.

Depositary service Fee payable by ADR holders


Issuance of ADSs upon deposit of shares, excluding issuances as a result of Up to US$5.00 or less per 100 ADSs
distributions described in the following item (or fraction thereof) issued
Distribution of securities other than ADSs or rights to purchase additional Up to US$5.00 or less per 100 ADSs
ADSs (i.e., spin-off shares) (or fraction thereof) held
Distribution of cash dividends or other cash distributions (i.e., sale of rights Up to US$5.00 or less per 100 ADSs
and other entitlements) (or fraction thereof) held
Distribution of ADSs pursuant to (i) stock dividends or other free stock Up to US$5.00 or less per 100 ADSs
distributions, or (ii) exercise of rights to purchase additional ADSs (or portion thereof) held
Delivery of deposited property against surrender of ADSs Up to US$5.00 or less per 100 ADSs
(or portion thereof) surrendered
ADS services Up to US$5.00 per 100 ADSs (or
fraction thereof) held on the
applicable record date(s) established
by the depositary

The depositary may deduct applicable depositary fees and charges from the funds being distributed in the case of cash
distributions. For distributions other than cash, the depositary will invoice the amount of the applicable depositary fees
to the applicable holders.

ADDITIONAL CHARGES
The holders, beneficial owners, persons depositing shares and persons surrendering ADSs for cancellation and for the
purpose of withdrawing deposited securities are also subject to the following charges: (i) taxes (including applicable
interest and penalties) and other governmental charges; (ii) registration fees as may be applicable from time to time;
(iii) reimbursement of certain expenses as provided in the deposit agreement; (iv) the expenses and charges incurred
by the depositary in the conversion of foreign currency; (v) certain fees and expenses incurred by the depositary in
connection with compliance with exchange control regulations and other regulatory requirements; and (vi) certain fees
and expenses incurred in connection with the delivery or servicing of deposited shares, as provided for under the
deposit agreement.

The depositary reimburses us for certain expenses we incur in connection with the ADR program and other expenses,
subject to a ceiling agreed between us and the depositary from time to time. These reimbursable expenses currently

144 | VALE ANNUAL REPORT FORM 20-F


DEPOSITARY SHARES

include legal and accounting fees, listing fees, investor relations expenses and fees payable to service providers for the
distribution of material to ADR holders. The depositary also agreed to make an additional reimbursement annually
based on the issuance and cancellation fees, dividend fees and depositary service fees charged by the depositary to our
ADS holders. For the year ended December 31, 2022, Citibank N.A. reimbursed us US$3 million.

VALE ANNUAL REPORT FORM 20-F | 145


PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
The table below sets forth the information of our share buyback programs in 2022. See note 30 to our consolidated
financial statements for further information about our share buyback programs.

Total number of
common shares Maximum number of
Total number of purchased as part of shares that may yet be
common shares Average price paid per publicly announced purchased under the
purchased(1) common share programs(2)(3) programs
(US$)
January 2022 17,974,400 15.10 17,974,400 160,841,100
February 2022 13,302,150 16.07 13,302,150 147,538,950
March 2022 68,879,812 18.92 68,879,812 78,659,138
April 2022 46,843,778 20.45 46,843,778 31,815,360
May 2022 41,941,674 16.08 41,941,674 489,873,686
June 2022 60,317,484 15.97 60,317,484 429,556,202
July 2022 43,965,581 14.22 43,965,581 385,590,621
August 2022 3,205,100 13.05 3,205,100 382,385,521
September 2022 1,500,000 12.53 1,500,000 380,885,521
October 2022 6,974,211 14.31 6,974,211 373,911,310
December 2022 52,538,387 16.50 52,538,387 321,372,923
Total 357,442,577 16.89 357,442,577 321,372,923
(1) Includes common shares represented by ADSs.
(2) On October 28, 2021, our Board of Directors approved a share buyback program, limited to a maximum of 200,000,000 common shares or their
respective ADRs and in May 2022, we announced the completion of the share buyback program.
(3) On April 27, 2022, our Board of Directors approved a share buyback program, limited to a maximum of 500,000,000 common shares or their
respective ADRs, still ongoing.

Summary of purchases made by Vale S.A. and its wholly owned subsidiaries in 2022
Company Quantity Amount US$
Vale S.A. 169,635,500 2,876
Wholly owned subsidiaries 187,807,077 3,160
Total 357,442,577 6,036

146 | VALE ANNUAL REPORT FORM 20-F


V. MANAGEMENT AND EMPLOYEES

MANAGEMENT
BOARD OF DIRECTORS
Our Board of Directors sets general guidelines and policies for our business and monitors the implementation of those
guidelines and policies by our executive officers.

 Our bylaws provide for a Board of Directors consisting of 11 to 13 members, including one member of the
Board of Directors directly elected by our employees, in a separate election. Our employees also elect an
alternate for the director elected by them. In the event of any vacancy or impediment of a member of the
Board of Directors, the remaining members may appoint a substitute member until the next general
shareholders’ meeting.
 Our shareholders vote to elect the members of our Board of Directors on an individual basis (as opposed to
voting for a slate of candidates).
 Our shareholders elect the chairperson and vice-chairperson of our Board of Directors directly.
 We currently have eight independent members in our Board of Directors, out of a total of 13 members.
 Our chief executive officer is not a member of our Board of Director.
 In the event that the chairperson of the Board of Directors is not an independent member, the independent
directors shall appoint a lead independent director (“LID”). As of the date hereof, our chairperson is an
independent director.
 Under the rules of the Novo Mercado, to be considered independent, a director may not (i) be a controlling
shareholder of Vale; (ii) have its vote subject to a shareholder’s agreement; (iii) be a relative, to the second
degree, of any director or executive of Vale; or (iv) have been an employee or executive of Vale in the past
three years. The Novo Mercado rules also provide for other situations that require a case-by-case analysis of
the independence of a director. Since March 2021, our bylaws provide that, in addition to the Novo Mercado
independence standards, to be considered independent, a director may not (i) hold more than 5% of our share
capital or have any formal or declared relation with any shareholder holding more than 5% of our share capital;
or (ii) have been a director of Vale for five or more consecutive or non-consecutive terms or for 10 or more
consecutive or non-consecutive years. The current independent members of our Board of Directors are in
compliance with the rules established by the Novo Mercado special segment of B3 and our bylaws.

The current members of the Board will hold office until the general shareholders’ meeting to be held in 2023. The Board
of Directors holds regularly scheduled meetings at least eight times per year and holds additional meetings when called
by the chairperson, vice-chairperson or one-third of the directors. Decisions of the Board of Directors require a quorum
of a majority of the directors and are taken by majority vote.

The following tables lists the current and alternate members of the Board of Directors.

Director Year first elected


José Luciano Duarte Penido (chairman)(1) 2019
Fernando Jorge Buso Gomes (vice-chairman) 2015
Daniel André Stieler 2021
Eduardo de Oliveira Rodrigues Filho 2019
Ken Yasuhara 2021
Lucio Azevedo(2) 2015
Manuel Lino Silva de Sousa Oliveira(1) 2021
Marcelo Gasparino da Silva(1) 2019
Mauro Gentile Rodrigues da Cunha(1) 2021
Murilo Cesar Lemos dos Santos Passos(1) 2019

147 | VALE ANNUAL REPORT FORM 20-F


MANAGEMENT

Director Year first elected


Rachel de Oliveira Maia(1) 2021
Roberto da Cunha Castello Branco(1) 2021
Roger Allan Downey(1) 2019
(1) Independent directors.
(2) Appointed by our employees.

Alternate Director Year first elected


André Viana Madeira(1) 2021
(1) Appointed by our employees as alternate of Lucio Azevedo.

Below is a summary of the business experience, activities, and areas of expertise of our current directors.

JOSÉ LUCIANO DUARTE PENIDO


CHAIRMAN (INDEPENDENT DIRECTOR), COORDINATOR OF THE NOMINATION AND GOVERNANCE
COMMITTEE, AND MEMBER OF THE PEOPLE AND COMPENSATION COMMITTEE
Born: 1948

First elected 2019

Business experience: Coordinator of Vale’s Sustainability Committee


Member of Vale’s former Operational Excellence and Risk Committee
Independent Director and member of the People and Audit and Risks Committees of
Algar S.A.
Independent Director of Algar S.A.
Independent Director of Copersucar S.A.
Independent Director of Banco Santander Brasil
Independent Director of Química Amparo Ypê
Chairman of the Board of Directors of Fibria Celulose

FERNANDO JORGE BUSO GOMES


VICE CHAIRMAN, MEMBER OF THE CAPITAL ALLOCATION AND PROJECTS COMMITTEE AND MEMBER OF THE
PEOPLE AND COMPENSATION COMMITTEE
Born: 1956

First elected 2015

Other current activities and Director, CEO, and Investor Relation Officer of Bradespar S.A.
director or officer positions: Executive Officer of Millennium Security Holding Corp

Business experience: Coordinator of the Sustainability Committee


Chairman of the Board of Directors of Bradespar S.A.
Director, Executive Officer, and CEO of 2B Capital S.A.
Vice-Chairman of Board of Directors, Director and Executive Officer of Valepar S.A.
Member of Vale’s former Strategy Committee

DANIEL ANDRÉ STIELER


DIRECTOR, COORDINATOR OF THE CAPITAL ALLOCATION AND PROJECTS COMMITTEE AND MEMBER OF THE
NOMINATION AND GOVERNANCE COMMITTEE
Born: 1965
First elected 2021

148 | VALE ANNUAL REPORT FORM 20-F


MANAGEMENT

Other current activities and Member of the Deliberative Council of ABRAPP


director or officer positions: Director of Tupy

Business experience: President of PREVI


CEO, Chairman of the Deliberative Council and Member of the Fiscal Council of
Economus Instituto de Seguridade Social
Director of Alelo S.A.
Director of Livelo S.A.
Director of Controllership of Banco do Brasil S.A.
Member of the Advisory and Finance Council of Banco Votorantim S.A.
Member of the Financial Institutions Accounting Affairs Committee at Febraban
Member of the Deliberative Council of UniAbraap
Executive Manager of the Financial Disclosure department of Banco do Brasil S.A.

EDUARDO DE OLIVEIRA RODRIGUES FILHO


DIRECTOR AND MEMBER OF THE PEOPLE AND COMPENSATION COMMITTEE
Born: 1954

First elected 2019

Other current activities and Managing Partner of CWH Consultoria em Gestão Empresarial
director or officer positions:

Business experience: Member of Vale’s former Finance Committee


Member of Vale’s Sustainability Committee
Member of Vale’s former Operational Excellence and Risk Committee
Director and Alternate Director of Valepar S.A.
Commercial Director of Rio Tinto Brasil
Commercial Manager at Minerações Brasileiras Reunidas S.A.

KEN YASUHARA
DIRECTOR AND MEMBER OF THE SUSTAINABILITY COMMITTEE AND MEMBER OF INNOVATION COMMITTEE
Born: 1978

First elected 2021

Other current activities and Officer of Mitsui & Co. (Brasil) S.A.
director or officer positions:

Business experience: Alternate Member of the Board of Directors of Aluminia do Norte do Brasil S.A.
Member of Vale’s Finance Committee
Alternate Member of Vale’s Board of Directors

LUCIO AZEVEDO
DIRECTOR
Born: 1958

First elected 2015

Other current activities and Employee of Vale (currently released for union activity)
director or officer positions:

VALE ANNUAL REPORT FORM 20-F | 149


MANAGEMENT

Business experience: President of the Employees’ Union of Railway Companies of the Brazilian states of
Maranhão, Pará and Tocantins

MANUEL LINO SILVA DE SOUSA OLIVEIRA


INDEPENDENT DIRECTOR, COORDINATOR AND FINANCIAL EXPERT OF THE AUDIT AND RISKS COMMITTEE,
MEMBER OF THE NOMINATION AND GOVERNANCE COMMITTEE
Born: 1952

First elected 2021

Other current activities and Chairman of the Board of Directors of Jubilee Metals Group PLC
director or officer positions:

Business experience: Senior Independent Member of the Board of Directors of Polymetal International PLC
Senior Independent Member of the Board of Directors of Antofagasta PLC
Senior Non-Executive Independent Member of the Board of Directors Blackrock World
Mining Investment Trust PLC

MARCELO GASPARINO DA SILVA


INDEPENDENT DIRECTOR AND COORDINATOR OF THE SUSTAINABILITY COMMITTEE AND MEMBER OF THE
NOMINATION AND GOVERNANCE COMMITTEE
Born: 1971

First elected 2020 (Alternate since 2019)

Other current activities and Chairman of the Health, Safety and Environment Committees and the Minorities
director or officer positions: Committee of Petrobras
Member of the Audit Committee of companies of the Petrobras conglomerate
Member of the Investment Committee and the People Committee of Petrobras
Director and Vice President of the Strategy and Sustainability Committee of Centrais
Elétricas Brasileiras S.A. – Eletrobras

Business experience: Member of Vale’s former Operational Excellence and Risk Committee
Chairman of the Board of Directors of ETERNIT S.A.
Director of Companhia Energética de Minas Gerais – CEMIG
Director and Member of the Fiscal Council of Petróleo Brasileiro S.A – Petrobras
Professor at Fundação Escola de Governo ENA
Director of Kepler Weber S.A.
Director of Companhia Catarinense de Águas e Saneamento – CASAN
Director of Centrais Elétricas Brasileiras de Santa Catarina – CELESC
Director of Battistella
Director of GASMIG
Member of the Fiscal Council of Braskem
Member of the Fiscal Council of Petrobras
Director of AES Eletropaulo

MAURO GENTILE RODRIGUES DA CUNHA


INDEPENDENT DIRECTOR, MEMBER OF THE SUSTAINABILITY COMMITTEE, COORDINATOR OF THE PEOPLE
AND COMPENSATION COMMITTEE
Born: 1971

First elected 2021

150 | VALE ANNUAL REPORT FORM 20-F


MANAGEMENT

Other current activities and Director and Member of the Risks and Audit Committees of brMalls
director or officer positions: Director of Klabin

Business experience: Member and interim Coordinator of Vale’s former Audit Committee
Director and Member of the Audit, People and Compensation and the Nomination
and Governance Committees of Totvs
Chairman of the Board of Directors of Caixa Econômica Federal
President of AMEC
Director of Eletrobras and Chairman of the Audit Committee
Director of Mahle Metal Leve
Director of Cia Energética do Estado de São Paulo
Independent Director of Petrobras
Chairman of the Board of Directors of IBGC

MURILO CÉSAR LEMOS DOS SANTOS PASSOS


DIRECTOR, MEMBER OF THE CAPITAL ALLOCATION AND PROJECTS COMMITTEE AND MEMBER OF THE AUDIT
AND RISKS COMMITTEE
Born: 1947

First elected 2019

Other current activities and Director of Odontoprev S.A.


director or officer positions: Chairman of the Board of Directors of São Martinho S.A.
Chairman of the Board of Directors of Tegma Gestão e Logística S.A.

Business experience: Member of Vale’s former Nomination Committee


Director, Member of the Audit Committee and Member of the Managing Committee
of Suzano Holding S.A.
Chairman of the Board of Directors of CCR S.A.
Chairman of the Board of Directors of CPFL Energia

RACHEL DE OLIVEIRA MAIA


INDEPENDENT DIRECTOR, MEMBER OF THE AUDIT AND RISKS COMMITTEE AND MEMBER OF THE
SUSTAINABILITY COMMITTEE
Born: 1971

First elected 2021

Other current activities and Independent Director of Banco do Brasil


director or officer positions: Independent Director of CVC Corp.
Founder and CEO of RM Consulting
Founder of the non-profit organization INSTITUTO CAPACITA-ME
Member of the Grupo Mulheres do Brasil
Member of the Social and Economic Committee of the Conselho de
Desenvolvimento

VALE ANNUAL REPORT FORM 20-F | 151


MANAGEMENT

Business experience: Independent Director of Grupo Soma


Counsel for Diversity and Inclusion of Carrefour
Management Advisor of SumUp
Chairwoman of Consultant Council of UNICEF
Member of General Board of the Danish Consulate
Member of Danish Chamber of Commerce
CEO of Lacoste S.A. (Brasil)
Member of the Committee of the President of the American Chamber of Commerce
(AmCham)
General Director of Pandora Brasil
Member of the Instituto para o Desenvolvimento do Varejo
Director of the Americas of the Executive Leadership Group (ELG)
CFO of Tiffany & Co. Brasil

ROBERTO DA CUNHA CASTELLO BRANCO


INDEPENDENT DIRECTOR, MEMBER OF THE CAPITAL ALLOCATION AND PROJECTS COMMITTEE, AND
COORDINATOR OF THE INNOVATION COMMITTEE
Born: 1944

First elected 2021

Vice Chairman of Omega Energia S.A.


Other current activities and
Chairman and Director of 3R Petroleum
director or officer positions:

Business experience: Member of Vale’s former Nomination Committee


Officer of Vale
CEO and Director of PetrobrasOfficer of the Getulio Vargas Foundation's Center for
Economic Growth and Development Studies
Director of Invepar S.A.
Director of GRU Airport
Member of the CEO Steering Committee of the Oil and Gas Climate Initiative (OGCI)
and the US Brazil CEO Forum

ROGER ALLAN DOWNEY


DIRECTOR, MEMBER OF THE INNOVATION COMMITTEE
Born: 1967

First elected 2019

Business experience: Coordinator of Vale’s former Operational Excellence and Risk Committee
CEO of Vale Fertilizantes S.A.
Executive Officer of Coal, Fertilizer and Strategy at Vale
Vale’s Manager for Strategy Marketing
Market Coordinator of MBR
Director of Tupy S.A.
Director and CEO of Fertimar S.A. (PrimaSea)

EXECUTIVE COMMITTEE
Our Chief Executive Officer and Vice-Presidents are our executive officers and are responsible for day-to-day operations
and the implementation of the general policies and guidelines set forth by our Board of Directors. Our bylaws provide
for a minimum of six and a maximum of eleven executive officers. The executive officers hold weekly meetings and hold
additional meetings when called by any executive officer. Under Brazilian corporate law, an executive officer that resides

152 | VALE ANNUAL REPORT FORM 20-F


MANAGEMENT

or is domiciled in another country is required to appoint a representative residing in Brazil, with powers until least three
years after the end of such executive officer’s term of office. The executive officers are appointed and may be removed
by our Board of Directors at any time. Our executive officers are appointed for three-year terms.

In December 2022, we implemented a new configuration for our Executive Committee (formerly named Board of
Executive Officers), including a redesign of the attributions and responsibilities among the executive officers to
accelerate the achievement of our strategic objectives. The following table lists our current executive officers.

Year of
Officer appointment Position
Eduardo de Salles Bartolomeo 2019 Chief Executive Officer
Executive Vice-President, Finance and Investor
Gustavo Duarte Pimenta 2021 Relations
Executive Vice-President, Corporate and External
Alexandre Silva D’Ambrósio 2021 Affairs
Alexandre Gomes Pereira 2017 Executive Vice-President, Projects
Carlos Henrique Senna Medeiros 2019 Executive Vice-President, Operations
Marcello Magistrini Spinelli 2019 Executive Vice-President, Iron Solutions
Maria Luiza de Oliveira Pinto e Paiva 2021 Executive Vice-President, Sustainability
Marina Barrenne de Artagão Quental 2021 Executive Vice-President, People
Rafael Jabur Bittar 2022 Executive Vice-President, Technical

Below is a summary of the business experience, activities and areas of expertise of our current executive officers.

EDUARDO DE SALLES BARTOLOMEO


CHIEF EXECUTIVE OFFICER
Born: 1964

Appointed: 2019

Business experience: Chairman of the Board of Directors of Login Logística Intermodal


Executive Officer for Base Metals of Vale Canada
Director of Vale
CEO of Nova Transportadora do Sudeste
CEO of BHG—Brazilian Hospitality Group
Various positions at Vale, including Head of Logistical Operations

GUSTAVO DUARTE PIMENTA


EXECUTIVE VICE-PRESIDENT, FINANCE AND INVESTOR RELATIONS
Born: 1978

Appointed: 2021

Business experience: CFO of The AES Corporation


CFO of AES Mexico, Central America & Caribbean
VP Strategy and M&A of Citibank

ALEXANDRE SILVA D’AMBRÓSIO


EXECUTIVE VICE-PRESIDENT, CORPORATE AND EXTERNAL AFFAIRS

VALE ANNUAL REPORT FORM 20-F | 153


MANAGEMENT

Born: 1962

Appointed: 2021

Other current activities and Executive Officer at Vale International


director or officer positions:

Business experience: Executive Officer Legal & Taxes of Vale


General Counsel of Vale
Executive Vice-President of Banco Santander S.A.
General Counsel and Global Vice-President of Grupo Votorantim

ALEXANDRE GOMES PEREIRA


EXECUTIVE VICE-PRESIDENT, PROJECTS
Born: 1969

Appointed: 2017

Business experience: Executive Officer for Global Business Solutions of Vale


Senior Vice-President and Global Chief Information Officer of Vale based in Canada
Global IT Services Director of Vale
Global Chief Information Officer, Energy transition metals, of Vale Inco

CARLOS HENRIQUE SENNA MEDEIROS


EXECUTIVE VICE-PRESIDENT, OPERATIONS
Born: 1963

Appointed: 2019

Business experience: Executive Officer for Safety and Operational Excellence of Vale
Executive President for North and Central America of Ball Corporation
Chairman of the Board of Directors of Envases de Centro América

MARCELLO MAGISTRINI SPINELLI


EXECUTIVE VICE-PRESIDENT, IRON SOLUTIONS
Born: 1973

Appointed: 2019

Business experience: Executive Officer for Iron Ore of Vale


CEO of VLI Logística S.A.
CEO of Ferrovia Centro Atlântica
Director of Ferrovia Norte e Sul
Officer for Logistics of VLI Multimodal S.A.
Officer for Logistics of VLI Operações Ferroviárias Independentes

MARIA LUIZA DE OLIVEIRA PINTO E PAIVA


EXECUTIVE VICE-PRESIDENT, SUSTAINABILITY
Born: 1963

Appointed: 2021

154 | VALE ANNUAL REPORT FORM 20-F


MANAGEMENT

Business experience: Executive Officer for Sustainability of Suzano S.A.


Executive Officer for Communication, Sustainability and Government Relations of
Fibria S.A.
Executive Officer for Sustainability of ABN AMRO/Banco Real

MARINA BARRENNE DE ARTAGÃO QUENTAL


EXECUTIVE VICE-PRESIDENT, PEOPLE
Born: 1964

Appointed: 2021

Business experience: Officer for People at Vale


Vice President for Human Resources at Raízen Energia S.A.
President of Raízen Foundation
Human Resource director of Shell Brasil
Member of Deliberative Board of the Rio de Janeiro Sectional of the Brazilian
Association of Human Resources Professionals (ABRH/RJ) – professional class
association

RAFAEL JABUR BITTAR


EXECUTIVE VICE-PRESIDENT, TECHNICAL
Born: 1980

Appointed: 2022

Business experience: Geotechnical Officer at Vale


Senior Global Director (Tailings and Waste Management) at Yamana Gold

AUDIT AND RISKS COMMITTEE


On March 11, 2020, our Board of Directors established an audit committee in accordance with the governance rules of
Novo Mercado segment of B3.

Under our bylaws and internal regulations, the Audit and Risks Committee shall have three to five members. The terms
of the members of the Audit and Risks Committee expire at the end of the term of the members of the Board of
Directors, upon removal approved by the Board of Directors or resignation.

Until December 2022, each member was required to comply with the independence requirements of our bylaws and
the requirements of the Novo Mercado listing rules, according to which at least one member must be an independent
member of our Board of Directors, at least one member must not be a member of our Board of Directors and at least
one member must be an accounting/financial expert. In this regard, until December 2022, the Committee had two
external experts that were not members of our Board of Directors.

In our last general shareholders meeting held on December 21, 2022, our Bylaws were amended and our committees
restructured. The audit committee was renamed to “Audit and Risks Committee” and overtook all matters related to
risks to which we are subject, in addition to the goal of overseeing the quality and integrity of our financial reports, the
compliance with legal, statutory, and regulatory standards, the adequacy of risk management-related processes and
overseeing the activities of our internal and independent auditors.

Currently, pursuant to our amended Bylaws and the Audit Risks and Committee’s charter: (i) all members of the Audit
and Risks Committee must be independent members of our Board of Directors, as provided by the Regulations of the
Novo Mercado listing segment of B3 S.A. – Brasil, Bolsa, Balcão (“Novo Mercado Regulations”), and (ii) at least one

VALE ANNUAL REPORT FORM 20-F | 155


MANAGEMENT

member of the Audit and Risks Committee must have demonstrated experience in corporate accounting matters
pursuant to the requirements of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários –
“CVM”), as per the regulations applicable, and such member shall be appointed as “Financial Expert” upon his/her
nomination. All members of our Audit and Risks Committee are appointed by the Board of Directors.

We are subject to Rule 10A-3 under the Exchange Act, which requires, absent an exemption, that a listed company
maintain an Audit and Risks Committee composed of members of the Board of Directors that meet specified
requirements. Our current Audit and Risks Committee, elected on December 22, 2022, is comprised only by independent
members of the Board of Directors and complies with Rule 10A-3.

The following table lists the current members of the Audit and Risks Committee:

Member(1) Year first elected


Manuel Lino Silva de Sousa Oliveira(2)(3) 2021
Murilo César Lemos dos Santos Passos 2021
Rachel de Oliveira Maia 2021
(1) Members after December 21, 2022
(2) Coordinator
(3) Financial Expert

For a summary of the business experience, activities and areas of expertise of the members of our Audit and Risks
committee please see summary under “Board of Directors.”

OTHER ADVISORY COMMITTEES TO THE BOARD OF DIRECTORS


Our bylaws provide five permanent advisory committees to the Board of Directors, each governed by its own internal
rules: the Audit and Risks Committee, the Capital Allocation and Projects Committee, the People and
Compensation Committee, the Sustainability Committee and the Nomination and Governance Committee. We
also have an operating non-permanent committee, the Innovation Committee. Additional committees may be created
by the Board of Directors, at their discretion.

Audit and Risks Committee. For further information on our Audit and Risks Committee, please see Audit and Risks
Committee in this section.

Capital Allocation and Projects Committee. Responsible for advising the Board of Directors on matters related to
long-term capital allocation strategies, including investments and disinvestment projects; guidelines on the
remuneration of shareholders, capital structure strategy and financial guidelines; funding and indebtedness strategy;
guidelines for implementation, management and monitoring the capital and investment projects portfolio; annual and
multiannual budget, among other matters. Until December 2022, this committee was named Finance Committee. The
new name reflects the committee’s focus on project-related matters, aiming to provide guidance on capital allocation,
new projects and monitoring the existing project portfolio. Its current members are Daniel André Stieler (Coordinator),
Fernando Jorge Buso Gomes, Murilo César Lemos dos Santos Passos and Roberto da Cunha Castello Branco.

People and Compensation Committee. Responsible for assisting the Board in long-term strategies concerning people;
recommending and monitoring the implementation of the guidelines to foster initiatives related to organizational
culture, specifically as it refers to diversity, equity and inclusion and people health and safety; defining performance
assessment goals for the Executive Committee and other officers directly reporting to the CEO; nominating the CEO,
and recommending the succession plan for the Executive Committee and other officers directly reporting to the CEO,
including their successors, among other responsibilities. Its current members are Mauro Rodrigues da Cunha
(Coordinator), Eduardo de Oliveira Rodrigues Filho, Fernando Jorge Buso Gomes and José Luciano Duarte Penido.

Sustainability Committee. Responsible for advising on the sustainability strategy and the integration thereof into our
strategic planning, aiming the at creation of value, competitivity and socio-economic and environmental sustainability;
our corporate sustainability policies related to safety, environment, health, education and relationship with

156 | VALE ANNUAL REPORT FORM 20-F


MANAGEMENT

communities, indigenous peoples and other stakeholders, human rights, communication and institutional relations; the
direction of our strategic sustainability indicators and the communication and disclosure thereof, also through
Integrated Report; the guidelines for our adhesion to or permanence in initiatives, technical standards or agreements,
in the domestic or international sphere, regarding sustainability issues, that may be under competence of the Board of
Directors; guidelines for long-term social and environmental commitments that are under the competence of the Board
of Directors; among other responsibilities. Its current members are Marcelo Gasparino da Silva (Coordinator), Rachel de
Oliveira Maia, Ken Yasuhara and Mauro Rodrigues da Cunha.

Nomination and Governance Committee. Responsible for assessing and recommending our internal policies and
norms regarding the nomination of members of the Board of Directors, Advisory Committees and the CEO, in
compliance with the applicable legal requirements and best corporate governance practices; evolution and continuous
improvement of our corporate governance practices, also regarding the structure, duties, size and composition of the
Board of Directors and the Advisory Committees, aiming at a balance of experiences, knowledge and diversity in the
profile of its members; the strategy and guidelines for our corporate governance documents, including Corporate
Policies, Bylaws, Code of Conduct and the Internal Regulations of the Advisory Committees and the Board of Directors,
among other matters. Our last Nomination and Governance Committee was elected on May 26, 2022 to advise on the
nomination of the candidates for the election of the Board of Directors at the general shareholders’ meeting to be held
in April 2023. Its current members are José Luciano Duarte Penido (Coordinator), Daniel André Stieler, Marcelo
Gasparino da Silva and Manuel Lino da Silva de Sousa Oliveira.

Innovation Committee. Established in March 2021, responsible for assessing the Board of Directors in the strategic
guidelines related to “Digital Transformation, Research, Development and Innovation”; the strategic direction regarding
new technologies and new products aiming at competitiveness and sustainability. It is also responsible for our strategic
projects and investment proposals from an innovation standpoint; the overall budget dedicated to Digital
Transformation, Research, Development and Innovation, among other matters. Its current members are Roberto da
Cunha Castello Branco (Coordinator), Roger Allan Downey, Ken Yasuhara and André Viana Madeira. Since December
21, 2022, the Innovation Committee is a non-permanent Advisory Committee of the Board of Directors.

FISCAL COUNCIL
We have a Fiscal Council established in accordance with Brazilian law. The primary responsibilities of the Fiscal Council
under Brazilian corporate law are to supervise management’s activities, review the company’s financial statements, and
report its findings to the shareholders.

Brazilian law requires the members of a Fiscal Council to meet certain eligibility requirements. A member of our Fiscal
Council cannot (i) hold office as a member of the Board of Directors, Fiscal Council or advisory committee of any
company that is a competitor of Vale or otherwise has a conflicting interest with Vale, unless compliance with this
requirement is expressly waived by shareholder vote, (ii) be an employee or member of senior management or the
Board of Directors of Vale or its subsidiaries or affiliates, or (iii) be a spouse or relative within the third degree by affinity
or consanguinity of an officer or director of Vale.

Members of the Fiscal Council are elected by our shareholders for one-year terms. The current members of the Fiscal
Council and their respective alternates were elected on April 29, 2022. The terms of the members of the Fiscal Council
expire at the next annual shareholders’ meeting following election. Our Fiscal Council shall be composed of three to
five members. The holders of our golden shares are entitled to appoint one member.

The following table lists the current and alternate members of the Fiscal Council.

Year first Year first


Current member elected Alternate elected
Esteves Pedro Colnago Junior(1) 2022 Adriano Pereira de Paula(1) 2022
Heloísa Belotti Bedicks(2) 2022 Rodrigo de Mesquita Pereira(2) 2022
Márcio de Souza(2) 2022 Nelson de Menezes Filho(2) 2019
Raphael Manhães Martins(2) 2015 Adriana de Andrade Solé(2) 2022

VALE ANNUAL REPORT FORM 20-F | 157


MANAGEMENT

Year first Year first


Current member elected Alternate elected
Robert Juenemann(2) 2022 Jandaraci Ferreira de Araujo(2) 2022
(1) Appointed by the holder of golden shares.
(2) Appointed by shareholders of common shares.

Below is a summary of the business experience, activities and areas of expertise of the members of our Fiscal Council.

ESTEVES PEDRO COLNAGO JUNIOR


Born: 1973

Appointed: 2022

Other current activities and -


director or officer positions:
Business experience: Member of SESC's Fiscal Council
Special Secretary of Treasury and Budget of the Ministry of Economy
Head of the Special Advisory for Institutional Relations at the Ministry of Economy
Special Assistant Secretary of Treasury at the Ministry of Economy
Minister of State at the Ministry of Planning, Development and Management
Executive Secretary of the Ministry of Planning, Development and Management
Deputy Executive Secretary of the Ministry of Planning, Development and
Management

HELOÍSA BELOTTI BEDICKS


Born: 1960

Appointed: 2022

Other current activities and Member of the Audit Committee of Brasilseg


director or officer positions: Director of the MAPFRE Group

Business experience: Director of BNDES


Member of the Fiscal Council of Braskem
General Director of IBGC
Director ACAF
Member of the ICGN Council
President of ICGLA
Director of MAPFRE
Member of the Advisory Board of the Ethical Fund of ABN AMRO Asset Management
Member of the Advisory Board of the Center for Sustainability Studies at the Getúlio
Vargas Foundation
Member of the Advisory Board of the BMF&Bovespa's Corporate Sustainability Index
(ISE)

MÁRCIO DE SOUZA
Born: 1966

Appointed: 2022

Other current activities and Management Director at Caixa de Previdência dos Funcionários do Banco do Brasil
director or officer positions: - PREVI
Director and Member of the Remuneration and Succession Committee of
Neoenergia

158 | VALE ANNUAL REPORT FORM 20-F


MANAGEMENT

Business experience: Director and Member of the Audit, Ethics and Risks Committee of Embraer
Executive Manager at PREVI

RAPHAEL MANHÃES MARTINS


Born: 1983

Appointed: 2015

Other current activities and Attorney for Faoro Advogados


director or officer positions: Director of OI S.A. – Em Recuperação Judicial
Member of the Fiscal Council of COPEL
Member of the Fiscal Council of Bradespar S.A.

Business experience: Director and Member of the Fiscal Council of companies of Grupo Light S.A.
Member of the Fiscal Council of OI S.A. – Em Recuperação Judicial
Director of Eternit S.A.
Member of the Fiscal Council of Cielo S.A. – Instituição de Pagamento
Member of the Fiscal Council of companies of the JHSF Participações S.A. Group

ROBERT JUENEMANN
Born: 1965

Appointed: 2022

Other current activities and Founding partner of Robert Juenemann Advocacia


director or officer positions: Alternate Member of the Fiscal Council of Petrobrás S.A.
Member of the Technology, Strategy and Innovation Committee at Banco do Brasil

Business experience: Director of IBGC


Member of the Board of IESBA
Alternate member of the Fiscal Council of Eletrobrás S.A.
Director of Cortel Holding S.A., where he also held the position of Coordinator of
the Audit Committee
Member of the Fiscal Council of Raia Drogasil S.A.
Member of the Fiscal Council of AES Tietê Energia S.A.
Alternate Member of the Audit Committee of Banco do Brasil S.A.
Member of the Audit Committee of JBS S.A.

VALE ANNUAL REPORT FORM 20-F | 159


MANAGEMENT COMPENSATION
Under our bylaws, our shareholders are responsible for establishing annually the aggregate compensation we pay to
the members of our Board of Directors, Executive Committee, Fiscal Council and Board Committees. Once the total
compensation has been approved at our annual shareholders’ meeting, the Board of Directors, with the support of the
People, and Remuneration Committee, allocates the compensation among its members and the members of the
Executive Committee, Fiscal Council and Board Committees. Compensation proposals and policies are prepared with
the support of the People, and Remuneration Committee, which makes recommendations to our Board of Directors
regarding the annual global compensation of the executive officers.

As a global company, we require management with a deep knowledge of our business and market and unlimited
dedication. Attracting and retaining talent, and engaging and motivating the professionals holding strategic positions,
especially our executive officers, is critical for our success.

The compensation proposals are based on benchmarking against the compensation policies and practices of the top
global mining companies and large global companies in other similar industries, and various other factors, such as the
directors’ and officers’ responsibilities, time devoted to their duties, professional competence and reputation, market
practices in the places where we operate, and the alignment of short- and long-term strategies, shareholder returns
and the sustainability of the business.

In 2020, we implemented a number of improvements to our Compensation Policy with respect to the compensation of
our executive officers, including (a) an increased focus on Environmental, social, and corporate governance (“ESG”)
matters, with impacts on compensation, (b) a more robust process of evaluating the individual performance of executive
officers with compensation impacts, (c) a new governance model for the approval of compensation matters, (d)
discussions on cultural transformation and human capital and (e) a comprehensive action plan involving relevant and
significant improvements in the compensation of executive officers for 2021.

In 2021, relevant and significant improvements in the executive compensation were implemented, such as (a) the
inclusion of clawback clauses, (b) the review of benefits and severance packages, (c) changes in the organizational
structure, with new executive officers positions, (d) the early renewal process of contracts, and (e) the increase in the
long-term incentive portion of the compensation of the executive officers.

In 2022, our performance shares unit program (“PSU”) was reviewed to be more aligned with international market
practices and the interests of shareholders, with a focus on generating long-term value and sustainable results. We
expect to further implement the following in 2023: (i) revision of the Total Shareholder Return (“TSR”) indicators peer
group to further align it with our business and to the market, with less volatility and reduced risk of outliers; (ii)
adjustments in the relative TSR reward curve, to further align it to international market percentiles and shareholders’
interests; (iii) exclusion of the payment trigger, so that TSR results do not derail the results achieved in ESG metrics. For
2024, we envision the inclusion of Return of Invest Capital (“ROIC”) to add internal value metrics, reducing the weight
of the TSR and further aligning it to the KPIs/weights used in the international market.

EXECUTIVE COMMITTEE
2022 Compensation Reporting

As of December 31, 2022, we had nine executive officers: the Chief Executive Officer and eight Vice-Presidents. For the
year ended December 31, 2022, including severance payments made to former executive officers, the average annual
compensation to our executive officers was R$21.4 million, the highest annual compensation to an executive officer was
R$59.9 million and the lowest annual compensation was R$7.4 million, in each case net of taxes. The average annual
compensation corresponds to the total aggregate compensation to executives in 2022, divided by the monthly average
number of active officers that received compensation during the year. The monthly average number of active officers
that received compensation during 2022 was 9.59.

160 | VALE ANNUAL REPORT FORM 20-F


MANAGEMENT COMPENSATION

For the year ended December 31, 2022, the total payments related to executive officers’ compensation packages is set
forth in the table below.

For the year ended


December 31, 2022
(R$ million)
Annual fixed compensation 31.30
In-kind benefits and pension plans 8.34
Variable compensation 140.32
Other expenses(1) 14.78
Total amount paid in 2022 to active executive officers 194.74
Severance 10.25
Total amount paid in 2022 to active and former executive officers 204.99
(1) Additional compensation (spot payments) related to attraction, retention and incentives for deliveries and initiatives relevant to the company,
according to Vale’s Executive Compensation Policy

Principles and components of executive’s compensation policy

The executive compensation is based on the principles below:

 Align executives’ priorities and efforts with shareholders’ vision, constantly striving for balance in stakeholder
relations;
 Leverage and reward value creation and sustainable results, with a long-term perspective, considering our
vision to lead the transition to a low carbon economy, generating social progress and respect for the
environment;
 Strengthen meritocracy and other forms of performance enhancement, balanced with good management and
mitigation of business risks;
 Align our compensation practices to the best international governances’ practices;
 Promote clarity and simplicity;
 Provide competitive compensation to attract and retain highly skilled executives in the global talent market
under appropriate compensation levels pursuant to market practices.

The total compensation for executives is composed by (i) Fixed Compensation, (ii) Short-Term Incentive - Bonus, (iii)
Long-Term Incentives - Matching and PSU and (iv) Private Pension and Benefits standards based on the local market.
Additionally, the executives may be individually entitled to additional compensation pursuant to exceptional
arrangements approved by the Board of Directors.

The executive’s compensation also includes a severance package to be paid after contract termination.

Fixed compensation

Fixed compensation and in-kind benefits include a base salary in cash, paid on a monthly basis, reimbursement for
certain investments in private pension plans, health care, relocation expenses, meal allowance, life insurance, driver and
car expenses. In addition, we contribute to private pension plans in an amount of up to 9% of their fixed compensation
either to Vale’s private pension plan, Valia – Fundação Vale do Rio Doce de Seguridade Social, or to other supplementary
pension plan of the choice of the executive officers.

Variable compensation - Short and Long-Terms Incentives

Variable compensation consists of: (i) Short-Term Incentive – Bonus, based on specific goals for each executive officer
and collective goals, all approved by our Board of Directors, and (ii) payments tied to the performance of our shares
under two Long-Term Incentives programs, the Matching Program and the PSU.

VALE ANNUAL REPORT FORM 20-F | 161


MANAGEMENT

Short-Term Incentive - Bonus:

 The short-term variable compensation component is based on collective goals and specific goals for each
executive, taking into account economic and financial goals that reflect operating performance, as well as ESG-
driven performance goals, directly related to health, safety, risk management and sustainability targets, and
other goals related to strategic initiatives such as cultural transformation.
 In the last years, short-term compensation, besides being in line with our ambition to be a leader in low-carbon
mining, has included a Risk Management element for all executives and employees, directly connecting it to
our goals associated with Health, Safety, Sustainability and Risk Management.
 In 2021, collective goals of Productivity, Vale Production System (“VPS”) and Cultural Transformation were
extended to executives and all senior leadership. Executives working for Security and Risk areas no longer have
financial goals, in order to increase focus on health and safety initiatives.
 In 2022, we sought to encourage mutual collaboration based on the key behavior “Sense of ownership,”
through a model with more relevance in collective goals, linked to non-financial indicators, ESG themes and
financial goals. For 2023, we will include goals related to capital allocation, safety events related to processes,
black people in leadership position and volume guidance besides keeping the cost indicator, among others
that make alignment with Vale's ambitions.

Long-Term Incentive – Matching:

 Matching is a program that seeks to retain talents, acts as a lever for executives' shareholding position and
encourages the feeling of ownership.
 Under the program, the Executive Committee shall purchase in the market and/or use their own vested shares
to accumulate a specific number of shares/ADRs. At the end of a three-year cycle, participants who continue
to hold shares/ADRs are entitled to receive a reward in at least the same number of shares/ADRs they hold
since the beginning.
 Participation is mandatory for the Executive Committee in the years in which we pay a certain level of cash
bonuses. They cannot sell or transfer their shares or ADRs at any time during the vesting period and must
observe the Securities Trading Policy in order to sell or transfer Matching Program shares after the vesting
period.
 The program also includes the payment, during the cycle, of “virtual dividends” of the same net value per share
that is distributed to shareholders upon payment of dividends and interest on equity.

Long-Term Incentive – PSU:

 PSU is a program that seeks to align senior management priorities with the shareholders' vision, encourage
performance and reinforce a long-term culture, with sustainable development indicators.
 Under the program, the executive officers receive payments tied to our performance, based on: (1) our Total
Shareholder Return (“TSR”) indicator compared to a preselected group of mining companies, during the three-
year cliff vesting period and (2) the achievement of long-term ESG targets related to health & safety and
sustainability metrics.
 For cycles starting from 2021, PSU will be rewarded in shares/ADRs (instead of payment in cash linked to the
share price) and will include the payment, at the end of each cycle, of “virtual dividends” of the same net value
per share that is distributed to shareholders upon payment of dividends/interest on shareholder’s equity to
the market during the cycles, conditioned to the program performance.
 For cycles starting from 2022, we increased our focus on ESG metrics, changed the weight of this KPI from 20%
to 25%.
 For cycles starting from 2023, we revised the relative TSR peer group, adjusting the reward curve and excluding
the payment trigger.
 For cycles starting from 2024, we plan to include the ROIC metric.

Other Practices:

162 | VALE ANNUAL REPORT FORM 20-F


MANAGEMENT COMPENSATION

 Since 2019, a stock ownership guidelines (“SOG”) requisite has been introduced, requiring executives to
accumulate (through the share-based compensation programs) and maintain ownership of our shares, in an
amount equivalent to at least 36 times the monthly fixed compensation for the CEO and 24 times the monthly
fixed compensation for other executive officers.
 We also have “Malus” and “Clawback” clauses, according to which the Board of Directors may suspend or
request the return of payment of short or long-term variable installments, in the event of exceptionally serious
events.

As such, a large portion of the executive compensation package is at risk, and the mix offered can vary according to the
performance achieved and the return to our shareholders (pay-for-performance) in each year.

Severance package

Our severance packages for qualified terminations may comprise: (i) a lump-sum severance payment, that may vary up
to one-half the annual fixed compensation for executive officers and up to the annual fixed compensation for the CEO,
paid shortly after the termination date; (ii) a potential non-compete agreement compensation, that may vary up to the
annual fixed compensation, to be paid in equal quarterly installments after termination; (iii) payment of any long-term
variable compensation grants (Matching and PSU programs), in the vesting of each current cycle; and (iv) payment of
any short-term incentive plan (bonus), to be paid in April following the termination date.

Other benefits and payments

Pension, retirement or similar benefits consist of our contributions to Valia, the manager of the pension plans sponsored
by us. Social security contributions are mandatory contributions we are required to make to the Brazilian government
for our executive officers.

BOARD OF DIRECTORS
As of December 31, 2022, our Board of Directors had thirteen members and one alternate. For the year ended
December 31, 2022, the average annual compensation paid to the members of our Board of Directors was R$1.34
million, the highest annual compensation paid to a member of the Board of Directors was R$2.58 million and the lowest
annual compensation was R$0.76 million. The monthly average number of members that received compensation during
2022 was 13.42.

In 2022, we paid R$18.05 million in aggregate to the members of our Board of Directors for services in all capacities, all
of which was fixed compensation. There are no pension, retirement or similar benefits for the members of our Board of
Directors. We have also entered into indemnification agreements with our directors. The numbers above do not include
social security taxes.

As of December 31, 2022, the total number of common shares owned by our Board of Directors was 98,797 and by
executive officers was 2,264,211. None of our directors or executive officers beneficially owns 1% or more of any class
of our shares.

FISCAL COUNCIL
As of December 31, 2022, our Fiscal Council had five elective members and five alternate members. We paid an
aggregate of R$1.63 million to members of the Fiscal Council in 2022. In addition, the members of the Fiscal Council
are reimbursed for travel expenses related to the performance of their functions. The numbers above do not include
social security taxes.

BOARD COMMITTEES
We paid an aggregate of R$8.20 million to members of our permanent advisory committees in 2022. Directors who
participate in advisory committees are entitled to receive, in addition to the compensation as a board member,

VALE ANNUAL REPORT FORM 20-F | 163


MANAGEMENT

compensation for participating in one or more committees. In 2022, we paid an aggregate of R$6.24 million to the
committee members that are also members of our Board of Directors and R$1.96 million to other committee members.
No compensation was due to former members of independent ad hoc advisory committees as such committees were
extinguished in 2021. The numbers above do not include social security taxes.

164 | VALE ANNUAL REPORT FORM 20-F


EMPLOYEES
The following tables set forth the number of our employees (total, by groups based on the activity performed and by
geographic location) as of the dates indicated.

As of December 31,
By business: 2022 2021 2020
Iron Solutions 41,816 44,235 44,342
Coal(1) - 5,492 3,320
Energy Transition Metals 13,318 12,903 13,762
Energy(2) - - 3,954
Corporate Activities 9,382 9,636 8,938
Total 64,516 72,266 74,316
(1) Discontinued operations.
(2) Consists of Biopalma employees.

As of December 31,
By location: 2022(1) 2021(1) 2020(1)
South America (except Brazil) 41 153 190
Brazil 53,341 55,067 58,249
North America 6,565 6,448 6,169
Europe 270 279 293
Asia 4,287 4,382 4,454
Oceania 12 10 1,263
Africa - 5,927 3,698
Total 64,516 72,266 74,316
(1) Since January 2017, we include in our total workforce figures all fixed-term contract employees, trainees and employees hired through our
affirmative action program for Persons with Disabilities.

We negotiate wages and benefits with a large number of unions worldwide that represent our employees. We have
collective agreements with unionized employees at our operations in Brazil, Canada, Indonesia, UK, and Oman.

The following tables set forth the number of third-party employees (total, by groups based on the activity performed
and by geographic location) as of the dates indicated.

As of December 31,
By business: 2022(3) 2021(2)(3)(4) 2020(5)
Iron Solutions 59,373 60,921 34,042
Energy Transition Metals 18,901 18,778 10,395
Coal(1) - 7,416 6,076
Others(2) 72,557 101,199 61,408
Total 150,831 188,314 111,921
(1) Discontinued Operations.
(2) Corporate Services and Biopalma.
(3) Calculated based on the new classification for third-party employees, with occasional and short-term employment in Brazil, adopted in 2022.
(4) Number of third-party employees in 2021 was adjusted from 141,147 to 188,314, based on the new classification described in item (3).
(5) The number of third-party employees in 2020 is reported based on the classification valid until 2021.

As of December 31,
By location 2022(3) 2021(2)(3)(4) 2020(5)
Brazil 136,467 161,924 90,877

165 | VALE ANNUAL REPORT FORM 20-F


EMPLOYEES

Canada 4,633 4,311 4,617


Indonesia 7,278 7,515 6,499
New Caledonia - - 192
Australia 6 6 6
Mozambique - 11,085 8,016
Others(1) 2,447 3,473 1,714
Total 150,831 188,314 111,921
(1) Chile, Japan, Malawi, Malaysia, Oman, Peru, UK, Singapore, Switzerland, mainland China and Taiwan.
(2) In 2021, Vale concludes the sale of Vale Nova Caledônia to Prony Resources.
(3) Calculated based on the new classification for third-party employees, with occasional and short-term employment in Brazil, adopted in 2022.
(4) Number of third-party employees in 2021 was adjusted from 141,147 to 188,314, based on the new classification described in item (3).
(5) The number of third-party employees in 2020 is reported based on the classification valid until 2021.

WAGES AND BENEFITS


Wages and benefits for Vale and its subsidiaries are generally established on a company-by-company basis. Our benefits
policy is aligned with our attraction and retention strategy, in accordance with applicable laws and market practice in
the countries where we operate. We provide an attractive and competitive benefits package ensuring health, well-being,
protection and life quality. Among the main benefits offered are medical and dental assistance, life insurance, private
pension plans and short-and long-term disability benefits.

We establish our wage and benefits programs for Vale S.A. and its subsidiaries, other than Vale Canada. In November
2022, we reached a one-year agreement with all Brazilian unions providing for a salary increase of 6.46%. The provisions
of our collective bargaining agreements with unions also apply to our non-unionized employees.

Vale Canada also establishes wages and benefits for its unionized employees through collective bargaining agreements.
No collective bargaining took place in 2022 as the 2021 collective bargaining agreements are still valid. For non-
unionized employees, Vale Canada undertakes an annual review of salaries and benefits. We provide these employees
and their dependents with other benefits, including a flexible health care benefit plan.

PENSION PLANS
Brazilian employees of Vale and of most of its Brazilian subsidiaries are eligible to participate in pension plans managed
by Valia. Most of the participants in plans held by Valia are participants in a plan named “Vale Mais,” which Valia
implemented in 2000. This plan is primarily a defined contribution plan with a defined benefit feature relating to service
prior to 2000 and another defined benefit feature to cover temporary or permanent disability, pension and financial
protection to dependents in case of death. Valia also operates a defined benefit plan, closed to new participants since
May 2000, with benefits based on years of service, salary and social security benefits. This plan covers retired participants
and their beneficiaries, as well as a relatively small number of employees that declined to transfer from the old plan to
the “Vale Mais” plan when it was established in May 2000.

Most employees within our energy transition metals operations participate in defined benefit pension plans and defined
contribution pension plans. The defined benefit plans have been closed to new participants since 2009, and most new
employees within our energy transition metals operations are eligible to participate in defined contribution pension
plans.

PERFORMANCE-BASED COMPENSATION
All Vale parent-company employees may receive incentive compensation each year in an amount based on the
performance of Vale, which can range from 0 to 200% of a market-based reference amount, depending on certain
targets set, and the cash generation in each period. Similar incentive compensation arrangements are in place at our
subsidiaries.

Qualifying management personnel are eligible to participate in the PSU and Matching Program. See description of these
programs under Management and Employees—Management compensation—Executive Committee.

166 | VALE ANNUAL REPORT FORM 20-F


VI. ADDITIONAL INFORMATION

LEGAL PROCEEDINGS
We and our subsidiaries are defendants in numerous legal actions in the ordinary course of business, including civil,
administrative, tax and labor proceedings. The most significant proceedings are discussed below. Except as otherwise
noted below, the amounts claimed, and the amounts of our provisions are stated as of December 31, 2022. See note 28
to our consolidated financial statements for further information.

LEGAL PROCEEDINGS RELATED TO THE DAM COLLAPSE IN BRUMADINHO


We are engaged in several investigations and legal proceedings relating to dam collapse in Brumadinho, and other
investigations and legal proceeding may be brought in the future. We have been actively seeking non-judicial
alternatives to promote a more expedited reparation and remediation to the victims and to settle the various legal
proceedings relating to the dam collapse. We reinforce our commitment to fair, swift and equitable reparation of all
the affected parties, and will vigorously contest proceedings we believe are without merit.

a) Integral Reparation Agreement and other settlement agreements.

On February 4, 2021, we entered into the Integral Reparation Agreement with the Government of the State of Minas
Gerais, the Public Defender Office of the State of Minas Gerais (Defensoria Pública de Minas Gerais – “DPMG”), public
prosecutors of the State of Minas Gerais (Ministério Público do Estado de Minas Gerais—“MPMG”) and federal
prosecutors (Ministério Público Federal—“MPF”) for the reparation and remediation of environmental and social
damages resulting from the dam collapse.

Pursuant to this agreement, we settled the majority of the claims for socio-economic and socio-environmental damages
brought by the State of Minas Gerais and the MPMG under public civil actions before the 2nd Public Treasury Court in
the city of Belo Horizonte. Under these public civil actions, the authorities were claiming economic and environmental
damages resulting from the dam collapse and sought a broad range of injunctions ordering us to take specific
remediation and reparation actions. In July 2019, the court decided that we are liable for the damages caused by the
dam collapse, and the Integral Reparation Agreement settled the quantification of damages. The Integral Reparation
Agreement does not cover claims for individual damages and any unknown, future and subsequent environmental
damages.

We have also entered into other settlement agreements with public authorities to establish frameworks for individual
indemnification of the victims. An affected party or a group of affected parties has the option to pursue individual claims
against us directly, or to settle its claims under an expedited out-of-court settlement process based on the framework
we agreed with the authorities under these other settlement agreements. These other settlement agreements settled
certain other judicial proceedings brought against us by public authorities. See Overview—Business overview—
Responses to the tailings dam collapse in Brumadinho.

b) Public civil action and investigation under the Brazilian Anticorruption Law

We are a defendant in a public civil action brought by the MPMG against us, initially filed before a state court in the
city of Brumadinho, claiming that we had concealed relevant information about the stability of the Brumadinho dam by
presenting a false declaration of stability prior to the Brumadinho dam collapse. The MPMG alleges that this has
adversely affected oversight by public authorities concerning the stability of the dam and allegedly allowed us to omit
relevant information about the dam and its risks. The MPMG claims that this alleged conduct comprises interference
with the oversight of public authorities that is prohibited under the Brazilian Anticorruption Law (Federal Law No.
12,846/2013) and seeks payment of fine and other sanctions.
LEGAL PROCEEDINGS

In January 2021, the court in the city of Brumadinho declared that it had no jurisdiction over the case, and in June 2021
it sent the case records to the 1st Public Treasury Court in the city of Belo Horizonte. The MPMG appealed in order to
move the proceeding back to the jurisdiction of the Brumadinho court, but the appeal was dismissed on January 31,
2023, and the remained at the 1st Public Treasury Court.

In August 2021, the 1st Public Treasury Court dismissed the preliminary injunction that had been granted by the
Brumadinho court in May 2021, cancelling the decision that had determined that we posted a bond of approximately
R$7.9 billion. In September 2021, the MPMG appealed to revert the decision but, in June 2022, the Court of Appeals of
the State of Minas Gerais dismissed the injunction request. As a result, we are currently not obliged to post the R$7.9
billion bond. This legal proceeding is ongoing, and it is not possible at this time to determine a range of outcomes or
to make reliable estimates of the potential exposure. We will continue to vigorously contest this action, which we believe
is without merit.

In addition to the public civil action, we are being investigated by state and federal public authorities for alleged
violations under the Brazilian Anticorruption Law in connection with inspection and monitoring activities of public
authorities relating to the Brumadinho dam. In August 2022, the federal public authorities imposed a fine for the alleged
conduct approximately R$86.3 million (the minimum amount provided by law). The fine was imposed under Article 5 of
Federal Law 12,846/2013 for alleged obstruction of inspection by public authorities, nonetheless, the decision
recognized the non-existence of corruption acts and did not indicate any involvement or tolerance of our top
management. We disagree with the decision that has imposed the above mentioned fine and we submitted a request
for reconsideration to the Ministry of Transparency, Supervision and Control, for which a decision is pending.
Investigation by state authorities is still ongoing.

c) Civil action in the United States

In April 2022, the SEC filed a lawsuit against us in the U.S. District Court for the Eastern District of New York, alleging
that certain disclosures related to our dam safety management prior to the dam failure in Brumadinho violated U.S.
securities laws. On March 28, 2023, we reached a settlement with the SEC to fully resolve this litigation. Under the
agreement, without admitting or denying the settled claims (which referred to strict liability and negligence under
Section 17(a)(2) and 17(a)(3) of the Securities Act, and 13(a) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-16
thereunder), we will make payments totaling US$56 million. The settlement resolves the litigation without judgment on
the claims based upon intentional or reckless fraud under Section 10(b) of the Exchange Act and Rule 10b-5 thereunder
and Section 17(a)(1) of the Securities Act. The settlement was approved by the court in April 2023.

d) Class action in the United States

We and certain of our current and former executive officers have been named defendants in putative securities class
action suits, under U.S. federal securities laws, brought before federal courts in New York by holders of our securities.
These complaints were consolidated through an amended complaint brought by the lead plaintiff in October 2019
before the United States District Court for the Eastern District of New York, captioned In re: Vale S.A. Securities Litigation,
No. 19 Civ. 526 (RJD) (E.D.N.Y.). The lead plaintiff alleges that we made false and misleading statements or omitted to
make disclosures concerning the risks of the operations of the Brumadinho dam and the adequacy of the related
programs and procedures. The lead plaintiff has not specified a number of alleged damages in the action.

In May 2020, our motion to dismiss was denied by the United States District Court for the Eastern District of New York.
The proceeding is now in the discovery phase and several depositions have been taken.

In November 2021, seven related investment funds and their advisor affiliated with a privately owned asset manager
(all of whom are currently part to the putative class discussed above) filed an “opt-out” complaint captioned Orbis
Global Equity LE Fund (Australia Registered) et al. v. Vale S.A. et al., No. 21 Civ. 6590 (E.D.N.Y.), that essentially mirrors
the class action complaint in all material respects. In August 2022, our motion to dismiss, the plaintiff`s opposition and
our reply brief were filed with the court. A court order on our motion to dismiss is pending.

168 | VALE ANNUAL REPORT FORM 20-F


LEGAL PROCEEDINGS

Given the preliminary status of the actions, it is not possible at this time to determine a range of outcomes or to make
reliable estimates of the potential exposure. We will continue to vigorously contest these claims.

e) Criminal proceedings and investigations

In January 2020, the MPMG brought criminal charges against 16 individuals (including former executive officers of Vale
and current and former employees) for a number of potential crimes, including homicide, and against Vale S.A. for
alleged environmental crimes. These charges were accepted by the state criminal judge in the city of Brumadinho on
February 14, 2020. In October 2021, the STJ annulled the decisions rendered by the state courts on the basis that the
facts had to be tried by federal courts, and not state courts. The MPMG appealed to the Supreme Court of Justice
(Supremo Tribunal Federal – “STF”) and, in December 2022, the STF confirmed that the case must be tried by a federal
court, resulting in the annulment of all decisions rendered by the state court of the city of Brumadinho, including the
acceptance of the criminal charges brought by the MPMG.

In September 2019, the federal police concluded an investigation on potential fraud and forgery of documents in
connection with the certification of stability of the Brumadinho dam prior to the dam collapse and recommended that
the MPF bring criminal actions against us and some of our employees. In November 2021, the federal police concluded
an investigation on potential criminal liability for the Brumadinho dam collapse. Case records from both investigations
have been sent to the MPF, which may or may not decide to prosecute.

Considering the decision of the STF ruling that federal courts have jurisdiction over the criminal case, on January 23,
2023, the MPF sustained all criminal charges that had been brought by the MPMG in the state proceeding, and, on
January 24, 2023, the federal court accepted all the charges. The federal judge has not yet summoned the defendants
to present their defenses. In March 2023, the MPMG filed a new appeal before the STF seeking to revert the court’s
decision.

f) Public civil actions brought by labor unions

We are a defendant in three public civil actions brought by labor unions before a labor court in the city of Betim, Minas
Gerais, claiming that such unions are the legitimate parties to defend the interest of certain employees and outsourced
workers affiliated with the union and who were victims of the dam collapse. The unions request compensation payments
ranging from R$1.5 to R$3 million for each deceased worker. The plaintiffs in one of the public civil actions also
requested an injunction for the attachment of R$471.6 million in our bank accounts, which request has been dismissed
by the court. Initial decisions issued by the lower court had ordered us to pay R$1 to R$1.5 million per deceased worker.

In one of those lawsuits filed by a labor union representing 90 deceased workers, the Regional Labor Court considered
that the claims had no grounds and rendered in our favor. Such decision became definitive in December 2022. There
are two other public civil actions ongoing, which we believe are without merit, and we will continue to vigorously contest
such lawsuits.

g) Investigations by the CVM

The CVM is conducting investigations relating to our disclosure of relevant information to shareholders, investors and
the market in general, especially regarding the conditions and management of our dams. It is not yet possible to
estimate the value or a range of potential loss.

h) Public civil action brought by federal prosecutors regarding our internal policies

We are a defendant in a public civil action brought by the MPF before the 14th Federal Court in the city of Belo Horizonte
against us, the ANM and the CVM, requesting a judicial intervention on us, until we restructure and improve our internal
policies relating to safety and prevention of disasters. The MPF claims that the court appoint a supervisor reporting
directly to the court and with managing powers to report any pattern of behavior within Vale that would suggest
contempt or carelessness towards environmental or human risks related to mining activities. The MPF has also

VALE ANNUAL REPORT FORM 20-F | 169


LEGAL PROCEEDINGS

requested an injunction to suspend the distribution of our dividends. In November 2020, the ANM, the CVM and we
presented defenses, asserting that the injunction and final request are unreasonable, since we have heavily invested in
safety and disaster prevention, including with the implementation of new processes and committees. On March 5, 2021,
the court dismissed the action, holding that the intervention requested by the MPF in the management and risk
assessment of a company would be inadmissible. On April 29, 2021, the MPF appealed this decision. We, the ANM and
the CVM filed a response to the appeal, and a decision on such response is still pending. We will continue to vigorously
contest this action, which we believe is without merit.

i) Arbitration proceedings in Brazil filed by shareholders, a class association and foreign investment
funds

We are a defendant in six arbitrations that have been filed before the arbitration chamber of B3 by: (i) 385 minority
shareholders, (ii) a class association allegedly representing our minority shareholders, and (iii) foreign investment funds.
In these six proceedings, the plaintiffs allege that we were aware of the risks associated with the Brumadinho dam, and
failed to disclose it to the shareholders, which would be required under the Brazilian applicable laws and the rules of
the CVM. Based on such argument, plaintiffs claim compensation for losses caused by the decrease in the value of our
shares. In one of the proceedings filed by foreign funds, plaintiffs estimated the amount of the alleged losses to be
approximately R$1.8 billion. In the other proceeding by foreign funds, plaintiffs estimated the amount of the alleged
losses to be approximately R$3.9 billion. We disagree with these alleged estimated losses and believe that the claim is
without merit. These proceedings are in early stages, and we will vigorously contest them.

j) Public civil actions relating to evacuation of communities

We are defendants in three public civil actions brought by the MPMG against us claiming a number of injunction reliefs
and socioeconomic damages resulting from the evacuation of communities located in the self-rescue zones of certain
of our dams located in Ouro Preto, Nova Lima and Barão de Cocais. Pursuant to settlement agreements celebrated or
court decisions, we are required to make monthly emergency payments, and fund temporary housing, transportation,
medicines, among other measures, to the affected individuals. In additional to the emergency payments and related
measures, prosecutors claim substantial amounts of socioeconomic damages. On December 15, 2022, the public civil
action related to the evacuation of Nova Lima (B3B4) was settled, and a new agreement was signed providing for the
compensation and full reparation of the impacts suffered by the affected population and the Municipality of Macacos,
in the estimated amount of R$ 500 million. Indemnifications for individual damages, however, were excluded from the
settlement, and may still be pursued using the parameter of the Term of Commitment with the Public Defendants of
the State of Minas Gerais. The lawsuits for Ouro Preto and Barão de Cocais are still in progress.

On October 22, 2021, public prosecutors initiated a civil investigation, on the basis that we have allegedly violated or
threatened to violate individual and collective human rights in its relations with the communities and the affected
people in the city of Barão de Cocais, state of Minas Gerais, after the evacuation resulting from the elevation of the
emergency level of Sul Superior dam, in the Gongo Soco Mining Complex. We have provided the information requested
by the authorities, refuting the allegations, and we are currently awaiting new developments.

On January 26, 2022, the MPF filed a request for a provisional remedy against us, requesting that we present a temporary
relocation plan for the indigenous community Pataxó, Paraxó Hã Hã Hãe, especially the Naô Xohâ Village, and provide
monthly payments of installation and maintenance allowance to the relocated families. On February 16, 2022, the federal
court in the city of Belo Horizonte granted an injunction ordering the temporary relocation of the indigenous
community Pataxó, Paraxó Hã Hã Hãe, and the provision of monthly payments by us until definitive settlement of the
community. We filed an appeal against this decision which is pending. We will continue to vigorously contest this
lawsuit, which we believe is without merits.

On April 24, 2022, the MPMG filed a public civil action claiming, among other requests, full repair of the alleged damages
and socioeconomic impacts caused to the community of Itabira as a result of the “loss of stability” and the consequent
increase in the risk of collapse of the Pontal Dam and its dikes. Among the various claims, the request for the freezing
of R$500 million in our accounts was denied, but other claims, including a request to prevent us from entering into new

170 | VALE ANNUAL REPORT FORM 20-F


LEGAL PROCEEDINGS

individual agreements with the alleged victims, were granted. We and the MPMG filed an appeal against this decision.
While the MPMGs appeal was denied, our appeal was partially granted, specifically regarding the possibility of entering
into new individual compensation agreements with the alleged victims and the obligation to pay for the production of
expert evidence at this procedural stage. We will continue to vigorously contest this action, which we believe is without
merits.

k) Lawsuit brought by the municipality of Brumadinho

On December 2, 2021, the municipality of Brumadinho filed an action against us before the state court in Brumadinho,
requesting compensation for property and extra-patrimonial damages suffered by the municipality, as well as and moral
damages. The municipality also requested in a preliminary injunction which is pending of judgment, the attachment of
assets in the amount of R$5 billion, as well as monthly payments of approximately R$3.7 million to compensate alleged
financial losses due to the drop in tax revenues following the collapse of the Brumadinho dam. On June 9, 2022, all of
the preliminary requests were rejected, as well as the claim for free legal assistance. The municipality filed an
interlocutory appeal, which was denied on March 9, 2023. We will continue to vigorously challenge this action, which
we believe is without merits.

l) Other proceedings

We are a defendant in a number of investigations and proceedings brought by individuals, business entities, investors,
associations, unions, legislative bodies, non-governmental organizations and other entities seeking remediation and
compensation for environmental, property and personal damages resulting from the Brumadinho dam failure, including
alleged violations of securities laws. These investigations and proceedings include requests for significant amounts in
damages, injunctions, pre-judgment attachment of assets and seizure of our bank accounts. Most of them are in early
stages, and we cannot reasonably estimate their impact.

Other investigations, arbitrations and proceedings relating to the collapse of the tailings dam in Brumadinho may be
brought in the future.

LEGAL PROCEEDINGS RELATED TO THE COLLAPSE OF SAMARCO’S TAILINGS DAM


We are engaged in several legal proceedings relating to the collapse of Samarco’s tailings dam in the city of Mariana,
in the state of Minas Gerais.

a) Public civil action brought by federal prosecutors and framework agreements

We are a defendant in several legal proceedings brought by governmental authorities and civil associations claiming
socioenvironmental and socioeconomic damages and a number of specific remediation measures as a result of the
collapse of Samarco’s Fundão dam. Following a decision of the Superior Court of Justice (Superior Tribunal de Justiça—
“STJ”), these proceedings were consolidated before the 12th Federal Court of Belo Horizonte (currently, the 4th Federal
Court of Belo Horizonte, following an internal reorganization). The two main proceedings were (i) the public civil action
brought by the states of Minas Gerais and Espírito Santo, certain federal and state authorities and certain public entities
in November 2015 and (ii) the public civil action brought by the MPF in March 2016.

We have entered into two main settlement agreements with the authorities for reparation and remediation of the
damages resulting from the collapse of the Fundão dam.

 In March 2016, we, together with Samarco and BHP Brasil, entered into a framework agreement with the federal
government, the state governments of Espírito Santo and Minas Gerais and certain other federal and state
authorities (the “Framework Agreement” or Termo de Transação e Ajustamento de Conduta –“TTAC”). Under the
Framework Agreement, Samarco, BHP Brasil and Vale created Fundação Renova, an independent foundation to
implement reparation and remediation of damages resulting from the collapse of the Fundão dam. The Framework
Agreement established 42 socioenvironmental and socioeconomic programs in the region impacted by the Fundão
dam breach, and created a governance mechanism for implementation. The agreement has a 15-year term,

VALE ANNUAL REPORT FORM 20-F | 171


LEGAL PROCEEDINGS

renewable for successive one-year periods until all the obligations thereunder have been performed.
 In June 2018, Vale, Samarco, BHP Brasil, the MPF, state prosecutors, public defenders and attorneys general, among
other parties entered into another framework agreement to improve the governance mechanism of Fundação
Renova and establish a process for potential revisions to the remediation programs provided under the Framework
Agreement and establishing, among other things, a process for potential revisions to the remediation programs
provided under the Framework Agreement based on the findings of experts to be hired by Samarco to advise the
MPF (the “June 2018 Agreement” or Termo de Ajuste de Conduta – “TAC Governança”). The June 2018 Agreement
terminated certain lawsuits, including public civil actions that had been filed by the Brazilian federal government
and the states of Minas Gerais and Espírito Santo, and contemplates the future termination of other public civil
actions upon agreement over the remediation programs that are current under review by experts.
 In January 2020, at the request of the parties, the 12th Federal Court authorized the commencement of specific
proceedings to address certain topics considered priority and that were not resolved through the governance
mechanisms of the framework agreements. For each of these priority topics, the court established specific
obligations to be met by public authorities, Fundação Renova, Vale, Samarco and BHP Brasil. Subsequently, the
court initiated additional proceedings and may initiate others in the future that may create new obligations to the
parties.

In August 2020, the court approved the “Agenda Integrada” program, a settlement agreement among Fundação Renova,
the states of Minas Gerais and Espirito Santo and an association of mayors of cities along the Doce river, providing for
the allocation of approximately R$882 million to investments in education, infrastructure, and health in the region
impacted by the collapse of the Samarco dam.

In a specific proceeding, the court issued in July 2020 a decision providing guidelines for compensations to be paid to
residents of the city of Baixo Guandu, followed by other decisions setting simplified parameters for the compensation
of workers (mainly informal workers whose activities are difficult to prove), in at least 35 cities and villages in the states
of Minas Gerais and Espirito Santo. These parameters have been reflected throughout other cities along the Doce river,
following a court decision issued on October 30, 2021. As of December 31, 2021, 51,202 people had received payments
in the states of Minas Gerais and Espirito Santo through this new simplified compensation mechanism. Subsequent
court decisions have also determined the inclusion of new categories as eligible for compensation, as well as
municipalities not covered for in the Framework Agreement, also expanding the system to the territory of Mariana,
which already has its own indemnity matrix, agreed upon in the Public Civil Action filed by Minas Gerais State’s Public
Attorney’s Office. Another decision also determined the payment of compensation for the temporary water deprivation
caused by the collapse of the dam, as well as the possibility for people who were indemnified by Fundação Renova to
submit claims for complementary indemnity based on the new simplified compensation mechanism. We have appealed
and a decision is pending.

In October 2020, the MPF required the resumption of the public civil action due to a deadlock in the engagement of
experts to assist the MPF in the review of the existing programs, as contemplated in the June 2018 Agreement. Due to
the negotiations mediated by the National Council of Justice, the request has yet to be reviewed by the 4th Federal
Court (formerly, 12th Federal Court). In July 2021, the MPF requested a new suspension of the proceedings to allow for
the continuation of extrajudicial negotiations aiming at a settlement agreement. The Framework Agreement provided
for a possibility of renegotiation of the Fundação Renova’s reparation programs upon the completion of studies
conducted by specialist engaged by the Public Prosecutor’s Office. The negotiations began in April 2021, and in June
2021 a letter of principles was signed by the companies BHP Brasil, and Samarco and us, as well as by representatives
of the Public Prosecutor’s Office and other authorities involved. The goal with a potential settlement agreement is to
provide a stable framework for the execution of reparation and compensation programs. Discussions regarding the
renegotiation are still ongoing.

On February 24, 2021, public prosecutors of the State of Minas Gerais (Ministério Público do Estado de Minas Gerais—
“MPMG”) filed a public civil action against Samarco, BHP Brasil, Fundação Renova, and us, claiming moral damages in
the amount of R$10 billion and requesting an injunction for a judicial intervention on Fundação Renova and, after a
transition period, the extinction of Fundação Renova. These requests are based on allegations by the prosecutors of
Renova’s lack of independence and autonomy, breach of the Framework Agreement and misuse of powers. The
injunction has been denied by the court and we will continue to vigorously contest this action, which we believe has no

172 | VALE ANNUAL REPORT FORM 20-F


LEGAL PROCEEDINGS

merit. The proceeding is currently suspended, due to a conflict with another proceeding relating to a potential
restructuring of Fundação Renova’s Internal Organization Management System.

In May 2021, the MPMG filed a public civil action against Renova, Samarco, BHP Brasil and us, claiming that Fundação
Renova was deviating from its purpose and promoting false advertising, in an attempt to deceive those affected. These
claims have been contested by the companies and the proceeding was suspended in view of the negotiations among
the parties, mediated by the National Council of Justice. A preliminary injunction by the MPF in this case has already
been denied by the court.

In October 2021, the MPMG initiated a proceeding seeking compensation of approximately R$2.5 billion from Samarco,
BHP Brasil and us, alleging that the companies have not fulfilled the obligations set forth in the June 2018 Agreement
that established a process for indemnifying people affected in the city of Mariana. We objected and will continue to
vigorously contest this action, which we believe is without merit. In July 2022, a favorable decision to us was issued
dismissing the claim, due to MPMG’s lack of standing to sue. The MPMG filed an appeal, to which we objected, and a
decision is pending.

In March 2023, as part of a proceeding related to a potential increase on the number of territories recognized as affected
by the collapse of Samarco’s Fundão dam and covered by the TTAC, a federal court issued a decision ordering BHP
Brasil and us to make judicial deposits in the total amount of R$10.3 billion, to be divided between the companies. We
will present our appeal in due time and will continue to vigorously contest this action, which we believe is without merit.

b) Criminal proceeding

In October 2016, the MPF filed criminal charges before the federal court of Ponte Nova, state of Minas Gerais, against
us, certain of our employees and a former officer, among other corporate and individual defendants. The court has
dismissed part of these charges but accepted charges of environmental crimes against us and one of our employees
relating to an alleged omission in the provision of relevant information of environmental interest, false statements and
fraud in a public filing, in connection with the alleged failure to disclose that tailings from our Alegria mine were
discharged at the Fundão dam. A criminal proceeding against us and one of our employees is ongoing.

In March 2020, the court scheduled a number of hearings to collect defense witnesses’ testimonies, but hearings were
suspended due to the COVID-19 pandemic and have not yet been resumed. Certain hearings were held on February
and March 2022, and also on March 2023, and new hearings have been schedule for April 2023. We cannot estimate
when a final decision on the case will be issued. We will vigorously contest this action. If we are criminally convicted, we
may be subject to penalties to be imposed by the court, in the proportion to the environmental damage caused and
our responsibility. Potential sanctions include fines, suspension of activities, prohibition from entering into contracts
with the public administration, pecuniary obligations to support environmental programs or projects, obligation to
remediate environmental damages or maintain public spaces, and obligation to pay compensation to environmental or
cultural public entities.

c) Tax proceeding

In September 2018, the federal tax authorities filed a request before a federal court in Belo Horizonte for an order to
Vale’s assets to secure the payment of Samarco’s federal tax and social security debts, in the amount of approximately
R$11 billion (as of June 2018). In May 2019, a favorable decision was issued dismissing the claim without prejudice, due
to lack of procedural interest. The General Attorney for the National Treasury (Procuradoria Geral da Fazenda Nacional—
“PGFN”) filed an appeal to the local court, and a decision is pending.

d) Proceedings to Pierce the Corporate Veil

In the context of the Judicial Reorganization of Samarco, the MPMG and certain financial creditors of Samarco have
commenced two proceedings before 2nd State Court for Corporate Matters of the city of Belo Horizonte (Samarco's
bankruptcy court) seeking, among other requests, to freeze our assets (in the capacity of shareholder of Samarco),

VALE ANNUAL REPORT FORM 20-F | 173


LEGAL PROCEEDINGS

extinguish the Judicial Reorganization, and pierce the corporate veil of Samarco in order to hold its shareholders,
including us, liable for Samarco's prepetition debt. Samarco has approximately R$50 billion in debt subject to judicial
reorganization, of which approximately R$24 billion are owed to its shareholders (BHP Brasil and us). In November 2022,
both proceedings were dismissed by the 2nd court of the state of Minas Gerais. The MPMG has appealed against the
decision and the appeal is pending trial. The financial creditors filed a motion for clarification against the decision which
is, also pending trial by the lower instance court. We will vigorously contest the appeal which we believe is without
merit. See Information on the Company—Lines of Business—Other Investments—Other—Samarco.

e) London Contribution claim

As a result of the collapse of Samarco’s Fundão dam, BHP Group Limited (“BHP”) and another BHP group company are
defendants in a legal proceeding filed in 2018, in the courts of England and Wales (the “UK Claims”). BHP already filed
the answer to defend the action. In connection with the UK Claims, In December 2022, BHP filed a contribution claim
against us. We do not concede that we are subject to the jurisdiction of the English court and we will vigorously contest
any alleged liability in connection with the UK Claims. We intend to object the lawsuit, especially in relation to the
contentious jurisdiction of the court of England, considering the issues already dealt with in agreements signed in Brazil.

f) Other proceedings

We have been named as a defendant in a number of private actions, before different state and federal courts in the
states of Minas Gerais and Espírito Santo, brought by individuals, business entities, municipalities and other entities
seeking remediation and compensation for environmental, property and personal damages resulting from the Fundão
dam collapse. These proceedings include requests for significant amounts in damages, injunctions, pre-judgment
attachment of assets and seizure of our bank accounts. We have settled part of these suits and continue to defend in a
number of these proceedings.

Samarco is engaged in several other investigations and proceedings claiming damages resulting from the dam collapse.
Immediately after the dam collapse, the environmental authority of the state of Minas Gerais and the DNPM (currently,
the ANM) commenced an investigation into the causes of the dam collapse and ordered the suspension of Samarco’s
operations pending the conclusion of these investigations.

LEGAL PROCEEDINGS REGARDING SAFETY REQUIREMENTS AT OTHER DAMS


We are involved in a number of other public civil actions in which public prosecutors and other authorities seek to
suspend or restrict our operations or obtain injunctions compelling us to implement safety measures at other existing
tailings dams. Most of these lawsuits were already dismissed as a consequence of several agreements we entered into
with public prosecutors and the state of Minas Gerais, but some are still ongoing.

a) Maravilhas II and III litigation

In October 2017, before the collapse of the Brumadinho dam, public prosecutors of the State of Minas Gerais (Ministério
Público do Estado de Minas Gerais—“MPMG”) brought public civil actions challenging our environmental licenses for
the construction of the Maravilhas III tailings dam, which is expected to support our operations in the Vargem Grande
mining complex, in our Southern System. After the collapse of the Brumadinho dam, the MPMG filed a request for a
preventive injunction seeking to discontinue the project, but the request was rejected by the court. This proceeding is
still ongoing. If the construction of this dam is interrupted, our ability to resume operations in the mining complex of
Vargem Grande could be adversely impacted.

In October 2018, before the collapse of the Brumadinho dam, the MPMG brought a public civil action related to
Maravilhas II and III tailings dam seeking, among others requests, an injunction ordering us to refrain from disposing
tailings in such dams. The injunction request was initially granted by the court, but in July 2019 the decision was reversed
by the Court of Appeals of the State of Minas Gerais. This proceeding is still ongoing.

174 | VALE ANNUAL REPORT FORM 20-F


LEGAL PROCEEDINGS

In April 2019, the MPMG brought a public civil action related to the Maravilhas II tailings dam, requesting injunctions
ordering us to (i) refrain from disposing tailings, operating, constructing or making other interventions on the dam; (ii)
refrain from increasing the risks of other structures in the mining complex where Maravilhas II is situated; and (iii) review
technical studies and other documents related to the dam, and conduct an external audit on the structure. The
injunction requests were granted by the state court of the city of Itabirito. The Maravilhas II tailings dam supports our
operations in the Vargem Grande complex, which had been suspended since February 2019 and have partially resumed.
These proceedings were partially dismissed following a settlement agreement signed by the parties in September 2019.
No agreement has been reached regarding the prohibition of measures that could potentially increase the risks of the
structure, and the proceeding remains ongoing.

b) Forquilha V

In December 2021, the MPMG filed a public civil action requesting an injunction to halt the operations of Forquilha V
dam, which is part of the Fabrica mining complex, until the review and approval by the public authorities of a new
Emergency Action Plan. The suspension of these activities would severely impact the operation of the Fabrica mining
complex. These proceedings are in early stages, and the request is still pending judgement. We will vigorously contest
this action, which we believe is without merit.

LEGAL PROCEEDINGS SEEKING SUSPENSION OF CERTAIN OPERATIONS IN THE STATE OF PARÁ


Since 2012, the MPF and associations representing indigenous peoples Xikrin do Cateté and Kayapó, located in the
state of Pará, have brought various legal proceedings against us seeking monetary compensation and a broad range
of injunctive reliefs as a result of alleged irregularities in the licensing process for certain of our operations or alleged
impact of our iron ore and energy transition metals mining activities on these communities. These legal proceedings
involved our Onça Puma nickel operations, S11D iron ore operations, Salobo copper operations, and Alemão copper
project.

In December 2021, we entered into the definitive agreement with the Xikrin do Cateté people, and in February 2022,
we entered into the definitive agreement with the Kayapó community, pursuant to which we agreed to provide certain
social and economic compensation to these communities. The agreement with the Xikrin community was approved by
the court responsible for the Onça Puma, S11D and Salobo projects. In October 2022, the agreement with the Xikrin
community was approved by the court responsible for the Onça Puma, S11D and Salobo actions. In March 2023, the
agreement with the Xikrin community was approved by the court responsible for the Alemão Projects action. Approval
is still pending for the Ferro Carajás project.

In August 2022, the Xikrin indigenous community of TI Bacajá appealed the decision. We presented our
counterarguments and a decision on the appeal is now pending.

We continue to negotiate with the MPF the terms of the environmental compensation and environmental programs in
connection with Onça Puma litigation.

LEGAL PROCEEDINGS SEEKING CANCELLATION OF LICENSES OR SUSPENSION OF OPERATIONS


IN THE STATE OF MINAS GERAIS AND ESPÍRITO SANTO

a) Mar Azul, Tamanduá and Capão Xavier litigation

In June 2020, a civil association that represents owners of properties located in the proximities of the Mar Azul,
Tamanduá and Capão Xavier mines brought a public civil action against the state of Minas Gerais, the ANM and us,
before a federal court in the state of Minas Gerais, requesting the cancellation of our mining and environmental licenses
to operate the Mar Azul, Tamanduá and Capão Xavier mines in our Southern System. Plaintiff also filed for an injunction
to suspend such environmental licenses and, consequently, our operations at these mines, alleging, among other
matters, that our mining activities at these mines are contaminating water springs in the region. We submitted a
response to this request for injunction and the lower court issued a decision declaring the court's lack of jurisdiction

VALE ANNUAL REPORT FORM 20-F | 175


LEGAL PROCEEDINGS

and submitted the case to the Belo Horizonte state court. The plaintiff filed an appeal, which was rejected. The case was
sent to the State court. We will continue to vigorously contest this action, which we believe is without merit. Our mining
operations at the Mar Azul and Tamanduá mines are currently suspended, and the production at the Capão Xavier mine
is approximately 6.5 million metric tons on an annual basis.

b) Viga litigation

In September 2020, the municipality of Jeceaba, state of Minas Gerais, filed a public civil action before the local court
against us. Under this proceeding, the court has granted an injunction determining that we refrain from (i) disposing
tailings in Dam 7, a tailings dam located at our Viga mine in the Southern System, without the required location and
operating permits, and (ii) carrying out works at Dam 7 without the required construction permit. In December 2020,
the location and operating permits for Dam 7 were issued in a preliminary decision subject to immediate appeal on a
separate claim. In November 2021, we entered into a settlement agreement with the municipality of Jeceaba, ratified
by the court, pursuant to which such municipality agreed to issue the required construction permit for Dam 7, partially
resolving the civil action’s claims, as we now have the required permit to carry out works at Dam 7. The public civil
action is still ongoing, regarding the other requests regarding the disposing of tailings in Dam 7 about compensatory
measures and safety standards of the structure, as well as compensation claims.

c) Pelletizing plant 8 - Tubarão litigation

In September 2019, a civil association brought a public civil action against us, before a state court in Vitória, state of
Espírito Santo, claiming that the licensing process for the expansion of our operations at the Tubarão Complex failed
to fulfill formal requirements and consider environmental impacts; and established emission parameters different than
the ones that had been set forth in the relevant Environmental Impact Study. In this proceeding, the plaintiff filed for
an injunction seeking the suspension of Tubarão Complex operating license. We filed our defense and in October 2020,
and the court rejected plaintiff’s request for the injunction. The court has also appointed an expert to prepare a technical
report.

d) EFVM railroad litigation

In March 2021, the Legislative Assembly of the State of Minas Gerais filed a public civil action before the 13th Federal
Court of Minas Gerais alleging that the third amendment to the concession agreement of the Vitória-Minas Railroad
("EFVM"), which renewed the EFVM's concession, is null and void, and requesting an injunction to either: (i) suspend the
effectiveness of the third amendment to the concession agreement, or (ii) suspend the payment by us to the Federal
Government, until a final decision. In April 2021, the court issued a decision favorable to us, extinguishing the lawsuit
based on the merits. The plaintiff filed an appeal and a decision on the appeal is pending.

Also in March 2021, an NGO also filed a public civil action before the 15th Federal Court of Minas against the Federal
Government and ANTT requesting the suspension of the effectiveness of the third amendment to the EFVM concession
agreement, regarding the payment of the concession fee, together with the restatement of the relevant contractual
provisions aiming to convert the amount of the fee into an investment budget for the railroad, specifically in the states
of Minas Gerais and Espírito Santo. The preliminary injunction was denied and the lawsuit was dismissed. An appeal has
not yet been filed, but the decision may still be reversed.

e) Environmental agreement relating to Tubarão Port

In 2018, we entered into an environmental agreement with the MPF, the public prosecutors of the State of Espírito
Santo (Ministério Público do Estado do Espírito Santo – “MPES”) and environmental authorities of the State of Espírito
Santo (Secretaria de Estado de Meio Ambiente e Recursos Hídricos – “SEAMA” and Instituto Estadual de Meio Ambiente e
Recursos Hídricos – “IEMA”) to enhance control over atmospheric emissions at Tubarão Port and pelletizing plants. In
November 2021, we filed a request for an extension of the deadline to meet certain targets under the agreement until
2024, considering that the initial targets had been impacted by the COVID-19 pandemic. Our extension request has not
been analyzed. In addition, in July 2022, we were notified by the MPES of alleged non-compliance with certain targets

176 | VALE ANNUAL REPORT FORM 20-F


LEGAL PROCEEDINGS

set forth in the agreement, and at the request of the MPES we are validating an action plan together with IEMA. If our
extension request is not granted or if the relevant authorities do not validate our action plan, our operations at the
Tubarão Complex may be impacted.

f) Public Health System lawsuit

In September 2013, an individual filed a collective action against us and another steel company before a federal court
in the state of Espírito Santo, claiming that the companies are responsible for air pollution in the metropolitan region
of the city of Vitória that causes respiratory and cardiovascular diseases and, therefore, generates expenses for the
Brazilian Public Health System (SUS), that should be reimbursed by those companies. In this lawsuit, the plaintiff filed
for an injunction to compel the companies to submit technical studies regarding the alleged connection between the
air pollution and the diseases, as well as expenses with health treatments and the cost of infrastructure and medication.
The plaintiff is requesting that the companies indemnify the SUS for expenses arising from the treatment of illnesses
supposedly caused by the atmospheric pollution.

In November 2022, the federal court found that there was no legal federal interest in the case, and the case records
were remitted to the state court in Vitória. In March 2023, we were summoned, and we have not yet presented our
respective defenses.

ITABIRA SUITS
We are a defendant in two separate actions brought by the municipality of Itabira, in the Brazilian state of Minas Gerais.
In the first action (a public civil action), filed in August 1996, the municipality of Itabira alleges that our Itabira iron ore
mining operations have caused environmental and social harm, and claims damages with respect to the alleged
environmental degradation of the site of one of our mines, as well as the immediate restoration of the affected
ecological complex and the performance of compensatory environmental programs in the region. The damages sought,
as adjusted from the date of the claim, amount to approximately R$10.456 billion. An expert report favorable to us has
been issued, but the court granted the municipality’s request for additional expert evidence. The preparation of this
additional expert evidence is pending and the action is suspended until conclusion.

In the second action, filed in September 1996, the municipality of Itabira claims the right to be reimbursed for expenses
it has incurred in connection with public services rendered as a consequence of our mining activities. The damages
sought, as adjusted from the date of the claim, amount to approximately R$10.434 billion. This proceeding was
suspended for a settlement negotiation but has resumed its normal course as the parties have not reached an
agreement, and the evidence production phase will follow. We believe these suits are without merits and will continue
to vigorously contest them.

MINISTRY OF LABOR PROCEEDING


In February 2015, following an inspection in the facilities of a company that provided transportation services to us
between our mines Mina do Pico and Mina de Fábrica in the state of Minas Gerais, the Ministry of Labor determined
that this transportation company had failed to comply with certain obligations relating to health, safety, overtime and
other labor matters. By adopting a broad interpretation of the law, the Ministry of Labor concluded that its employees
were working in conditions similar to slavery. Upon learning of the findings, we promptly remediated the problems and
we eventually terminated the agreement with the transportation company. Nevertheless, the Ministry of Labor
commenced two administrative proceedings against us, one alleging illegal outsourcing and another alleging that the
illegally outsourced employees were working in conditions similar to slavery. In December 2018, the regional labor court
upheld our annulment action and confirmed that the outsourcing of the transportation services in this case was lawful.
However, in March 2019 the courts confirmed administrative decision that determined that our service provider had
employees in conditions similar to slavery. We have appealed this decision and will continue to vigorously contest this
action.

VALE ANNUAL REPORT FORM 20-F | 177


LEGAL PROCEEDINGS

OTHER LABOR PROCEEDINGS


In 2014, a labor union representing railroad workers in the state of Minas Gerais filed a public civil action against us
requesting an injunction to order us to replace the single-conductor operating system (one conductor per train) with a
dual-conductor system, among other requests, based on health and safety work conditions, subject to the imposition
of a fine to be determined by the court. After initially obtaining a favorable decision, the Labor Court of Appeals and
the Superior Labor Court (“TST”) ruled against us. We have appealed to STF and a decision is currently pending.

In 2017, a labor union representing railroad workers in the state of Maranhão and the Labor Prosecutor's Office in the
state of Maranhão (“MPT-MA”) also filed public civil actions against us, requesting an injunction to order us to replace
the single-conductor operating system with a dual-conductor system, among other requests, also based on health and
safety work conditions. The action in Maranhão are being processed jointly and are at early stages, pending the
production of expert evidence and subsequent judgment.

OTHER ENVIRONMENTAL CRIMINAL PROCEEDINGS


In May 2020, public prosecutors of the State of Minas Gerais (Ministério Público do Estado de Minas Gerais—“MPMG”)
presented criminal charges against us and one of our employees alleging that we have committed environmental crimes
through an environmental intervention carried out in our mineral development center located in the city of Santa Luzia,
state of Minas Gerais, without legal authorization, which led to the suppression of seventy-one tree specimens. The
criminal charges were accepted by the court in June 2020, and we submitted our written defenses. We believe this
proceeding is without merit and we will vigorously contest this action.

CLAIMS INVOLVING OUR PARTICIPATIVE SHAREHOLDERS’ DEBENTURES (DEBENTURES


PARTICIPATIVAS)
At the time of the first stage of our privatization in 1997, we issued Brazilian law governed debentures known in Brazil
as “debêntures participativas” to our then-existing shareholders.

Our participative shareholders' debentures are governed by a debenture deed, which provides that premium payments
are due once sales volumes at reference assets attain specified thresholds. We have made all payments in compliance
with applicable provisions of the debenture deed and the privatization prospectus (edital). Certain holders of our
participative shareholders' debentures have brought claims against us, alleging that premium payments should have
been triggered by production volumes, rather than sales volumes. If successful, these claims would affect the timing of
premium payments, and may require us to recognize one-time payments to the claimants based on the initial premium
payments that were allegedly owed and not paid. We believe that these claims are meritless, and do not recognize any
obligation to make premium payments prior to the time specifically provided by the debenture deed. We have in the
past, and intend to continue to, vigorously defend our position with respect to these claims through all available means.

TAX PROCEEDINGS
We and our subsidiaries are defendants in numerous tax proceedings. The most significant proceedings are discussed
below. Except as otherwise noted, the amounts stated below are the total amounts claimed under the proceedings
(including remote, possible and probable losses), stated as of December 31, 2022. We recognize provisions for probable
losses, for which a reliable estimate can be made, based on reports and technical assessments and on management’s
assessment. See note 8.d, 8.e and 28 to our consolidated financial statements for further information.

a) CFEM-related proceedings

We are engaged in numerous administrative and judicial proceedings related to the mining royalty known as CFEM. For
more information about CFEM, see Information on the Company—Regulatory matters—Royalties and other taxes on
mining activities. These proceedings arise from assessments by the ANM (former “DNPM”), which main discussions
involve the deduction of taxes, insurance and transportation costs indicated in the corresponding invoice of CFEM
payments, in addition to CFEM charges on pellet sales and the revenues from sales made by our foreign subsidiaries.

178 | VALE ANNUAL REPORT FORM 20-F


LEGAL PROCEEDINGS

The aggregate amount claimed in the pending assessments is approximately R$9.56 billion, including interest and
penalties through December 31, 2022.

We are contesting these claims using all the available means under Brazilian law, including challenges in administrative
tribunals and in the judicial courts. We have received some favorable and unfavorable decisions, and such decisions
have not yet become final.

b) ICMS tax assessments and legal proceedings

We are engaged in several administrative and court proceedings related to charges of Goods and Services Tax (“ICMS”)
and corresponding fines by the tax authorities of different Brazilian states. In these proceedings, the main allegations
of the tax authorities are: (i) undue tax deduction; (ii) failure to comply with certain accessory obligations; (iii) tax’s
incidence on the transportation of goods between the same taxpayer’s establishments; (iv) incidence of ICMS on
electricity purchases, (v) differences of ICMS tax rates (DIFAL), and (vi) ICMS incidence on our own transportation
activities. As of December 31, 2022, the aggregate amount claimed in these proceedings was approximately
R$3.8 billion.

Regarding the transportation of the iron ore, the tax authorities of the State of Minas Gerais contend that we should
have paid ICMS and corresponding fines. We understand that this activity is not subject to ICMS because the ore is
transported by us to our own facilities. In December 2018, the judicial court issued a final decision in our favor
concerning the tax assessment covering activities in 2009 and 2010. Regarding activities occurred in 2011, 2012 and
2013, the approximate amount in dispute is R$1.2 billion (included in the amount mentioned above). The State of Minas
Gerais has filed appeals which are pending judgement in superior courts. We also expect a favorable outcome in this
case.

There is a criminal proceeding involving former officers of our subsidiary MBR, alleging the practice of ICMS tax evasion
with respect to ore re-sieving activity in MBR port facilities. We have already presented our defense and a decision is
pending. We believe that the allegations are without merit.

c) Income Tax Litigation

c.1) Litigation on Brazilian taxation of foreign subsidiaries

In 2003, we filed for a writ of mandamus to prevent Brazilian corporate income tax (Imposto sobre a Renda das Pessoas
Jurídicas—“IRPJ”) and social contributions on the net income (Contribuição Social sobre o Lucro Líquido—“CSLL”)
taxation on the profits of our non-Brazilian subsidiaries and affiliates.

The Brazilian Federal Government has filed various administrative and judicial proceedings against us claiming that we
must pay IRPJ and CSLL on the profits of our non-Brazilian subsidiaries and affiliates in relation to the 1996 and 2008
fiscal years.

In 2013, we significantly reduced the amount in dispute by participating in the REFIS-TBU, a federal tax settlement
program for payment of amounts relating to IRPJ and CSLL on profits of subsidiaries abroad from 2003 to 2012 fiscal
years. Under the REFIS-TBU, we paid R$5.9 billion in 2013, and we have been paying the remaining R$16.3 billion in
monthly installments, bearing interest at the SELIC rate. SELIC is a variable interest rate, established by the Brazilian
central bank, used to update federal tax obligations in Brazil. As of December 31, 2022, the remaining balance was
R$11.43 billion, to be paid in 70 further installments.

The discussion regarding the period between 1996 to 2002, and the tax impacts in 2005, which had not been included
in REFIS, was resolved in our favor in a final decision of the Federal Tax Court of the state of Rio de Janeiro. This decision
determined the full cancellation of the debt in the amount of R$2.3 billion (as of December 2019).

VALE ANNUAL REPORT FORM 20-F | 179


LEGAL PROCEEDINGS

In 2014, the STJ issued us a favorable decision in the proceeding that had been initiated by us in 2003 The Brazilian
Federal Government filed an appeal before the Supreme Court of Justice (Supremo Tribunal Federal – “STF”), which was
rejected in March 2021. The Brazilian Federal Government filed a new appeal, and a decision is pending.

c.2) Litigation related to the deduction of CSLL from the income tax base

In 2004, a final decision of the STJ granted us the right to deduct the amounts we had paid as CSLL from our taxable
income. In 2006, the Brazilian federal government filed an action (ação rescisória) against us, seeking to overturn the
2004 decision. After multiple appeals, in November 2019, the Federal Court of Appeals (Tribunal Regional Federal—
“TRF”) reversed the 2004 decision. Despite our appeals, we have decided not to deduct the CSLL from our taxable
income for the year 2018 and subsequent years. We and the federal government have filed appeals, and final decision
is pending.

In November 2020, we received an assessment of IRPJ relating to deductions of CSLL from our taxable income for the
years 2016 and 2017. As of December 31, 2022, the total amount in dispute was R$2.61 billion, in addition to a R$548
million reduction in our tax losses (the tax impact of which is R$137 million). We believe that this collection is without
merits and that the penalties are undue. We filed an administrative appeal, which was partially granted to reduce the
amount of the tax assessment. Both parties have filed additional appeals, and a final decision is pending.

In December 2021, we received a tax assessment for the collection of IRPJ relating to deductions of CSLL from our
taxable income for the 2011 to 2013 fiscal years. As of December 31, 2022, the total amount in dispute was R$5.95
billion, in addition to a R$3.2 billion reduction in our tax losses (the tax impact of which is R$802 million). In 2022,
following our appeal, we obtained a favorable decision at the first administrative level, however a final decision is still
pending. We believe this charge is without merits, as the claim is time-barred.

In February 2023, the STF issued a decision ruling that a final and unappealable decisions rendered with respect to a
taxpayer cannot prevail over subsequent decisions rendered by the STF that apply to all taxpayers. This judgement has
an impact of R$813 million, regarding the proceeding related to the period of 2016 and 2017. The other assessment
disclosed (2011 to 2013) is still subject to discussion.

For more information on uncertain tax positions, see note 8.e to our consolidated financial statements.

c.3) Assessment related to interest on shareholders’ equity

We received tax assessments for the collection of IRPJ and CSLL for the 2017 and 2018 fiscal years. The tax authorities
disregarded the deduction of interest on shareholder's equity (Juros sobre Capital Próprio—“JCP”) on the grounds of
alleged violation of the accrual basis of accounting and non-compliance with certain deductibility requirements. As of
December 31, 2022, the total amount in dispute was R$6.02 billion, in addition to a R$2.05 billion reduction of our tax
losses (the tax impact of which is R$699 million). We are challenging these assessments before the administrative court.
Although a favorable administrative decision was issued with respect to 2018, an unfavorable one was issued for 2017.
Both parties have appealed, and final decisions are still pending.

c.4) Transfer pricing tax assessment

We received tax assessments charging IRPJ and CSLL for the period of 2015 to 2017. Tax authorities claim that we have
unduly deducted intermediation costs from the transfer pricing basis related to iron, ore pellets, copper and manganese
sales to our foreign controlled company. As of December 31, 2022, the total amount in dispute is R$4.32 billion, in
addition to a R$5.54 billion reduction of our tax losses in 2015, 2016, and 2017 (the tax impact of which is R$1.88 billion).
We are challenging these assessments before the administrative court. After unfavorable decisions at the first
administrative level, we have appealed, and final decisions are pending.

In 2022, we received a similar assessment for the collection of IRPJ and CSLL for the year 2017 related to one of our
subsidiaries, in the amount R$231.3 million. We may receive similar tax assessments for other fiscal years. For more
information on uncertain tax positions, see note 8.e to our consolidated financial statements.

180 | VALE ANNUAL REPORT FORM 20-F


LEGAL PROCEEDINGS

c.5) Proceeding related to income tax paid abroad

We are a party in an administrative proceeding charging IRPJ in the amount of R$ 2.29 billion (as of December 31, 2022)
due to the partial approval of the tax offset for the year 2016. Tax authorities allege that we have failed to comply with
the applicable rules relating to the offset in Brazil of income taxes paid abroad. We believe that this charge is without
merit, and we are contesting it at the administrative level. Our appeal has been partially granted in the first
administrative instance, and we will contest the part that has been unfavorable to us. For more information on uncertain
tax positions, see note 8.e to our consolidated financial statements.

c.6) Proceeding on expenses deductions involving Renova

In December 2021, we received a tax assessment charging IRPJ and CSLL in relation to the 2016 fiscal year. The tax
authorities allege that the deductions of expenses relating to Fundação Renova are improper, as such expenses are not
necessary for our own operations. As of December 31, 2022, the total amount in dispute is R$126 million, in addition
to a R$72 million reduction of our tax losses (the tax impact of which is R$24 million). We have appealed and the
decision at the first administrative level was unfavorable, however a final decision is still pending. We understand that
this assessment is without merits, since we are strictly liable for these obligations, which arise from the Samarco
Framework Agreement or TTAC and from our status of shareholder of Samarco. We may receive similar assessments
until a final decision is issued. For more information on uncertain tax positions, see note 8.e to our consolidated financial
statements.

c.7) Assessment related to goodwill deduction

Between 2018 and 2022, we received tax assessments for the collection of IRPJ and CSLL related to the periods between
2013 and 2018, charged in connection with the deduction of goodwill amortization expenses. The goodwill was
originally recorded in the acquisition of subsidiaries that were later merged into us. As per Brazilian tax law, the goodwill
amortization expenses can be deduced from the IRPJ and CSLL tax bases if the invested entities are merged into their
investor. Tax authorities sustain that we have failed to comply with certain applicable rules relating to the goodwill
amortization.

We are discussing the charges at the administrative level and the amount under discussion is R$ 2.70 billion as of
December 31, 2022, in addition to a R$1.08 billion reduction of our tax losses (the tax impact of which is R$ 320 million).

d) Assessments and legal proceedings related to PIS/COFINS tax credits

We have received several tax assessments from the Brazilian federal tax authority contending that we incorrectly claimed
PIS and COFINS tax credits. PIS and COFINS are taxes imposed by the Brazilian government on our gross revenues.
Brazilian tax legislation allows taxpayers to use PIS and COFINS tax credits, such as those related to the acquisition of
inputs for the production process and other items. Tax authorities claim, mainly, that (i) some credits were not related
to the production process, and (ii) we have not submitted adequate evidence of the right to use the tax credits. We are
contesting these assessments in the administrative and judicial levels. The total amount in dispute is R$9 billion as of
December 31, 2022.

e) Fines resulting from the rejection of federal tax offsets

We are engaged in several assessments from the federal tax authorities imposing fines of 50% on the amount of the
rejected offsets to pay federal tax debts. The federal tax authorities allege that these offsets were made with improper
tax credits. We are challenging these assessments and the tax offset rejection in other proceedings. In March 2023, the
STF decided in the leading case applicable to all taxpayers that the fines are unconstitutional. After this STF decision,
we expect that these fines will be cancelled. As of December 31, 2022, the total amount of fines imposed under these
assessments was R$2.7 billion.

VALE ANNUAL REPORT FORM 20-F | 181


LEGAL PROCEEDINGS

f) Criminal litigation on ISS on port services at TIG

In July 2021, state prosecutors in the state of Rio de Janeiro initiated a criminal lawsuit against former MBR officers
before a criminal court in the municipality of Mangaratiba in connection with alleged tax evasion of service taxes
(Imposto Sobre Serviço - “ISS”) levied by the municipality of Mangaratiba on port services of cargo movement at the
Terminal Ilha Guaíba (“TIG”), located in Mangaratiba, in the state of Rio de Janeiro. In February 2023, one of the former
officers was summoned and he have already presented his defense. The lawsuit is at an early stage, currently waiting
for the summon of the others former directors to present their written defense to seek the case dismissal. We believe
this proceeding is without merit.

g) Other tax proceedings

See note 28 to our consolidated financial statements for additional information about these and other tax proceedings
in which we are involved, including certain administrative and judicial proceedings relating to the collection of ISS by
Brazilian municipalities.

UPDATES ON OTHER PROCEEDINGS


As reported in our annual report on Form 20-F for prior years, we were involved in a lawsuit relating to the Apolo project
licensing and de-characterization of B3/B4. Following the submission of our defense, the plaintiff agreed with our
arguments, requesting our removal from the action as defendant. The request was granted by the court, dismissing the
action with respect to the requests made against us.

As also previously reported, we were involved in two public civil actions filed in March 2022 by the labor prosecutor's
office of the state of Pará before the labor court of Marabá and Parauapebas. The lawsuits were related to work safety
measures and access to Self-Rescue Zones of the Mirim and Pera Jusante dams, in the Carajás complex, and also
requested compensation for damages. We have entered into agreements that have settled both lawsuits, whereby we
committed to various obligations and the payment of R$5 million.

182 | VALE ANNUAL REPORT FORM 20-F


LEGAL PROCEEDINGS

BYLAWS
COMPANY OBJECTIVES AND PURPOSES
Our corporate purpose is defined by our bylaws to include:

 the exploration of mineral deposits in Brazil and abroad by means of research, extraction, processing,
industrialization, transportation, shipment and commerce of mineral goods;
 the building and operation of railways and the provision of our own or unrelated-party rail traffic;
 the building and operation of our own or unrelated-party maritime terminals, and the provision of shipping
activities and port services;
 the provision of logistics services integrated with cargo transport, including inflow management, storage,
transshipment, distribution and delivery, all within a multimodal transport system;
 the production, processing, transport, industrialization and commercialization of any and all sources and forms
of energy, including the production, generation, transmission, distribution and commercialization of our own
products, derivatives and sub products;
 engagement, in Brazil or abroad, in other activities that may be of direct or indirect consequence for the
achievement of our corporate purposes, including research, industrialization, purchases and sales, importation
and exportation, the development, industrialization and commercialization of forest resources and the
provision of services of any kind whatsoever; and
 the establishment or participation, in any fashion, in other companies, consortia or associations directly or
indirectly related to our business purpose.

COMMON SHARES AND GOLDEN SHARES


Set forth below is certain information concerning our authorized and issued share capital and a brief summary of certain
significant provisions of our bylaws and Brazilian corporate law. This description does not purport to be complete and
is qualified by reference to our bylaws (an English translation of which we have filed with the SEC) and to Brazilian
corporate law.

Our bylaws authorize the issuance of up to 7 billion common shares based solely on the approval of the Board of
Directors without any additional shareholder approval.

The Brazilian government holds 12 golden shares of Vale. Our bylaws do not provide for the conversion of golden
shares into common shares. In addition, the golden shares do not have any preference upon our liquidation and there
are no redemption provisions associated with the golden shares.

Voting Rights

The golden shares are preferred shares that entitle the holder to veto any proposed action relating to the following
matters:

 a change in our name;


 a change in the location of our head office;
 a change in our corporate purpose as regards mining activities;
 any liquidation of the Company;
 any disposal or winding up of activities in any of the following parts of our iron ore mining integrated systems:
mineral deposits, ore deposits, mines, railways, or ports and maritime terminals;
 any change in the bylaws relating to the rights afforded to the classes of capital stock issued by us; and
 any change in the bylaws relating to the rights afforded the golden shares.

Under Brazilian corporate law and applicable CVM regulations, shareholders representing at least 5% of our voting
capital have the right to demand that a cumulative voting procedure be applied in any specific shareholder’s meeting.

VALE ANNUAL REPORT FORM 20-F | 183


BYLAWS

When cumulative voting is applied, each common share has as many votes as there are board members and each holder
of common shares has the right to cast all of its vote on one candidate of our Board of Directors or to distribute its
votes among several candidates. See —Shareholders’ meetings below for more information on the exercise of the voting
rights of each share.

Shareholders’ meetings

Our Ordinary General Shareholders’ Meeting is convened by April of each year for shareholders to resolve upon our
financial statements, distribution of profits, election of Directors and Fiscal Council Members, and compensation of
senior management. Extraordinary General Shareholders’ Meetings are convened by the Board of Directors as necessary
in order to decide all other matters relating to our corporate purposes and to pass such other resolutions as may be
necessary.

Pursuant to Brazilian corporate law, shareholders voting at a general shareholders’ meeting have the power, among
other powers, to:

 amend the bylaws;


 elect or dismiss members of the Board of Directors and members of the Fiscal Council at any time;
 establish the remuneration of senior management and members of the Fiscal Council;
 receive annual reports by management and accept or reject management’s financial statements and
recommendations including the allocation of net profits and the distributable amount for payment of the
mandatory dividend and allocation to the various reserve accounts;
 authorize the issuance of convertible and secured debentures;
 suspend the rights of a shareholder in default of obligations established by law or by the bylaws;
 accept or reject the valuation of assets contributed by a shareholder in consideration for issuance of capital
stock;
 pass resolutions to reorganize our legal form, to merge, consolidate or split us, to dissolve and liquidate us, to
elect and dismiss our liquidators and to examine their accounts; and
 authorize management to file for bankruptcy or to request a judicial restructuring.

Pursuant to CVM recommendations, all general shareholders’ meetings, including the annual shareholders’ meeting,
require no fewer than 30 days’ notice to shareholders prior to the scheduled meeting date. Where any general
shareholders’ meeting is adjourned, 8 days’ prior notice to shareholders of the reconvened meeting is required.
Pursuant to Brazilian corporate law, a summary of this notice to shareholders is required to be published no fewer than
three times, in a newspaper with general circulation in the city where we have our registered office, in Rio de Janeiro,
with the simultaneous disclosure of the entire documents on the internet website of such newspaper. We have currently
designated Valor Econômico as the newspaper for this purpose. Such notice must contain the agenda for the meeting
and, in the case of an amendment to our bylaws, an indication of the meeting’s subject matter. In addition, under our
bylaws, the holder of the golden shares is entitled to a minimum of 15 days’ prior formal notice to its legal representative
of any general shareholders’ meeting to consider any proposed action subject to the veto rights accorded to the golden
shares.

A shareholders’ meeting may be held if shareholders representing at least one-quarter of the voting capital are present,
except, subject to other exceptions, for meetings convened to amend our bylaws, which require a quorum of at least
two-thirds of the voting capital. If no such quorum is present, notice must again be given in the same manner described
above, and a meeting may then be convened without any specific quorum requirement, subject to the minimum
quorum and voting requirements for certain matters, as discussed below.

Except as otherwise provided by law, resolutions of a shareholders’ meeting are passed by a simple majority vote,
abstentions not being taken into account. Under Brazilian corporate law, the approval of shareholders representing at
least one-half of the issued and outstanding voting shares is required for the types of action described below, as well
as, in the case of the first two items below, a majority of issued and outstanding shares of the affected class:

184 | VALE ANNUAL REPORT FORM 20-F


BYLAWS

 creating a new class of preferred shares with greater privileges than the golden shares or changing a priority,
preference, right, privilege or condition of redemption or amortization of the golden shares;
 reducing the mandatory dividend;
 changing the corporate purposes;
 merging us with another company or consolidating or splitting us;
 participating in a centralized group of companies as defined under Brazilian corporate law;
 dissolving or liquidating us; and
 canceling any ongoing liquidation of us.

Whenever the shares of any class of capital stock are entitled to vote, each share is entitled to one vote. Annual
shareholders’ meetings must be held by April 30 of each year. Shareholders’ meetings are called, convened and presided
over by the chairperson or, in case of his absence, by the vice-chairperson of our Board of Directors. In the case of
temporary impediment or absence of the chairperson or vice-chairperson of the Board of Directors, the shareholders’
meetings may be chaired by a director or other person especially appointed by the chairperson of the Board of Directors.

A shareholder may be represented at a general shareholders’ meeting by a proxy appointed in accordance with
applicable Brazilian law not more than one year before the meeting, who must be a shareholder, a company officer, a
lawyer or a financial institution. If the proxy document is in a foreign language, it must be accompanied by corporate
documents or a power of attorney, as applicable, each duly translated into Portuguese by a sworn translator.
Notarization and consularization of proxies and supporting documents is not required. Proxies and supporting
documents in English or Spanish do not require translation.

Holders of our ADRs are not entitled to vote directly in our shareholders meetings. Holders of ADRs should exercise
their voting right pursuant to the depositary agreement. For more information see Exhibit 2 to this annual report.

Redemption rights

Our common shares and golden shares are not redeemable, except that a dissenting shareholder is entitled under
Brazilian corporate law to obtain redemption upon a decision made at a shareholders’ meeting approving any of the
items listed above, as well as:

 any decision to transfer all of our shares to another company in order to make us a wholly owned subsidiary
of such company, a stock merger;
 any decision to approve the acquisition of control of another company at a price which exceeds certain limits
set forth in Brazilian corporate law; or
 in the event that the entity resulting from (i) a merger, (ii) a stock merger as described above or (iii) a spin-off
that we conduct fails to become a listed company within 120 days of the general shareholders’ meeting at
which such decision was taken.

The right of redemption triggered by shareholder decisions to merge, consolidate or to participate in a centralized
group of companies may only be exercised if our shares do not satisfy certain tests of liquidity, among others, at the
time of the shareholder resolution. The right of redemption lapses 30 days after publication of the minutes of the
relevant general shareholders’ meeting, unless the resolution is subject to confirmation by the holder of golden shares
(which must be made at a special meeting to be held within one year), in which case the 30-day term is counted from
the publication of the minutes of the special meeting.

We would be entitled to reconsider any action giving rise to redemption rights within 10 days following the expiration
of such rights if the redemption of shares of dissenting shareholders would jeopardize our financial stability. Any
redemption pursuant to Brazilian corporate law would be made at no less than the book value per share, determined
on the basis of the last balance sheet approved by the shareholders; provided that if the general shareholders’ meeting
giving rise to redemption rights occurred more than 60 days after the date of the last approved balance sheet, a
shareholder would be entitled to demand that his or her shares be valued on the basis of a new balance sheet dated
within 60 days of such general shareholders’ meeting.

VALE ANNUAL REPORT FORM 20-F | 185


BYLAWS

Preemptive rights

Each of our shareholders has a general preemptive right to subscribe for shares in any capital increase, in proportion to
his or her shareholding. A minimum period of 30 days following the publication of notice of a capital increase is assured
for the exercise of the right, and the right is transferable. Under our bylaws and Brazilian corporate law, and subject to
the requirement for shareholder approval of any necessary increase to our authorized share capital, our Board of
Directors may decide not to extend preemptive rights to our shareholders, or to reduce the 30-day period for the
exercise of preemptive rights, in each case with respect to any issuance of shares, debentures convertible into shares or
warrants in the context of a public offering.

Tag-along rights and mandatory tender offers

In accordance with Novo Mercado listing rules and our bylaws:

 in case of a transfer of control, the purchaser must conduct a tender offer to purchase any and all of our
common shares for the same price paid for the voting shares representing control;
 in case of a proposed delisting from the Novo Mercado segment of B3, the controlling shareholder must
conduct a public offer to acquire any and all of our common shares for a price corresponding to the economic
value of the shares, as determined in an independent appraisal valuation; and
 any shareholder who acquires 25% of our outstanding capital stock must, within 30 days after the date in
which such shareholder achieved the 25% stake, make a tender offer for any and all of our common shares
(oferta pública para aquisição) for a price equal to the greatest of (i) the economic value of the shares, (ii) 120%
of the weighted average price of our common shares in the 60 trading days preceding the announcement of
the tender offer and (iii) 120% of the highest price paid by the purchaser in the 12 months before achieving
the 25% stake.

Calculation of distributable amount

At each Annual shareholders’ meeting, the Board of Directors is required to recommend, based on the executive officers’
proposal, how to allocate our earnings for the preceding fiscal year. For purposes of Brazilian corporate law, a company’s
net income after income taxes and social contribution taxes for such fiscal year, net of any accumulated losses from
prior fiscal years and amounts allocated to employees’ and management’s participation in earnings represents its “net
profits” for such fiscal year. In accordance with Brazilian corporate law, an amount equal to our net profits, as further
reduced by amounts allocated to the legal reserve, to the fiscal incentive investment reserve, to the contingency reserve
or to the unrealized income reserve established by us in compliance with applicable law (discussed below) and increased
by reversals of reserves constituted in prior years, is available for distribution to shareholders in any given year. Such
amount, the adjusted net profits, is referred to herein as the distributable amount. We may also establish discretionary
reserves, such as reserves for investment projects.

Brazilian corporate law provides that all discretionary allocations of net profits, including discretionary reserves, the
contingency reserve, the unrealized income reserve and the reserve for investment projects, are subject to approval by
the shareholders voting at the annual meeting and can be transferred to capital or used for the payment of dividends
in subsequent years. The fiscal incentive investment reserve and legal reserve are also subject to approval by the
shareholders voting at the annual meeting and may be transferred to capital but are not available for the payment of
dividends in subsequent years.

The sum of certain discretionary reserves may not exceed the amount of our paid-in capital. When such limit is reached,
our shareholders may vote to use the excess to pay in capital, increase capital or distribute dividends.

Our calculation of net profits and allocations to reserves for any fiscal year are determined on the basis of the
unconsolidated financial statements of our parent company, Vale S.A., in reais, prepared in accordance with Brazilian
corporate law. Our consolidated financial statements have been prepared in accordance with IFRS using U.S. dollars as
the reporting currency and, although our allocations to reserves and dividends will be reflected in these financial

186 | VALE ANNUAL REPORT FORM 20-F


BYLAWS

statements, investors will not be able to calculate such allocations or required dividend amounts from our consolidated
financial statements in U.S. dollars.

Mandatory dividend

The Brazilian corporate law and our bylaws require us to distribute to our shareholders, in the form of dividends or
interest on shareholders’ equity, an annual amount equal to not less than 25% of the distributable amount, referred to
as the mandatory dividend, unless the Board of Directors advises our shareholders at our general shareholders’ meeting
that payment of the mandatory dividend for the preceding year is not advisable in light of our financial condition. To
date, our Board of Directors has never determined that payment of the mandatory dividend was not advisable. The
Fiscal Council must review any such determination and report it to the shareholders. In addition to the mandatory
dividend, our Board of Directors may recommend to the shareholders payment of dividends from other funds legally
available therefore. Any payment of interim dividends will be netted against the amount of the mandatory dividend for
that fiscal year. The shareholders must also approve the recommendation of the Board of Directors with respect to any
required distribution. The amount of the mandatory dividend is subject to the size of the legal reserve, the contingency
reserve, and the unrealized income reserve. The amount of the mandatory dividend is not subject to the size of the
discretionary tax incentive reserve. See Additional Information—Bylaws—Common shares and golden shares—
Calculation of distributable amount.

Distributions classified as interest on equity

Brazilian companies are permitted to pay limited amounts to shareholders and treat such payments as an expense for
Brazilian income tax purposes. Our bylaws provide for the distribution of interest on shareholders’ equity as an
alternative form of payment to shareholders. The interest rate applied is limited to the Brazilian long-term interest rate,
or TJLP, for the applicable period. The deduction of the amount of interest paid cannot exceed the greater of (1) 50%
of net income (after the deduction of the provision of social contribution on net profits and before the deduction of
the provision of the corporate income tax) before taking into account any such distribution for the period in respect of
which the payment is made or (2) 50% of the sum of retained earnings and profit reserves. Any payment of interest on
shareholders’ equity is subject to Brazilian withholding income tax. See Additional Information—Taxation—Brazilian tax
considerations. Under our bylaws, the amount paid to shareholders as interest on shareholders’ equity (net of any
withholding tax) may be included as part of any mandatory and minimum dividend. Under Brazilian corporate law, we
are obligated to distribute to shareholders an amount sufficient to ensure that the net amount received, after payment
by us of applicable Brazilian withholding taxes in respect of the distribution of interest on shareholders’ equity, is at
least equal to the mandatory dividend.

Form and transfer of shares

Our common shares and golden shares are in book-entry form registered in the name of each shareholder. The transfer
of such shares is made under Brazilian corporate law, which provides that a transfer of shares is effected by our transfer
agent, Banco Bradesco, upon presentation of valid share transfer instructions to us by a transferor or its representative.
When common shares are acquired or sold on a Brazilian stock exchange, the transfer is effected on the records of our
transfer agent by a representative of a brokerage firm or the stock exchange’s clearing system. Transfers of shares by a
foreign investor are made in the same way and are executed by the investor’s local agent, who is also responsible for
updating the information relating to the foreign investment furnished to the Central Bank of Brazil.

The B3 operates a central clearing system through Companhia Brasileira de Liquidação e Custódia (“CBLC”). A holder of
our shares may participate in this system and all shares elected to be put into the system will be deposited in custody
with CBLC (through a Brazilian institution that is duly authorized to operate by the Central Bank of Brazil and maintains
a clearing account with CBLC). The fact that such shares are subject to custody with the relevant stock exchange will be
reflected in our registry of shareholders. Each participating shareholder will, in turn, be registered in the register of our
beneficial shareholders that is maintained by CBLC and will be treated in the same way as registered shareholders.

VALE ANNUAL REPORT FORM 20-F | 187


PARTICIPATIVE SHAREHOLDERS’ DEBENTURES
At the time of the first stage of our privatization in 1997, we issued Brazilian law governed debentures known in Brazil
as “debêntures participativas” to our then-existing shareholders. The terms of the debentures were established to ensure
that our pre-privatization shareholders, including the Brazilian government, would participate alongside us in potential
future financial benefits that we derive from exploiting certain mineral resources that were not taken into account in
determining the minimum purchase price of our shares in the privatization. In accordance with the debentures deed,
holders have the right to receive semi-annual payments equal to an agreed percentage of our net revenues (revenues
less value-added tax, transport fee and insurance expenses related to the trading of the products) from certain identified
mineral resources that we owned at the time of the privatization, to the extent that we exceed defined thresholds of
sales volume relating to certain mineral resources, and from the sale of mineral rights that we owned at that time. Our
obligation to make payments to the holders will cease when all the relevant mineral resources are exhausted, sold or
otherwise disposed of by us.

We made available for withdrawal by holders of participative shareholders’ debentures US$371 million in 2022,
US$418 million in 2021, and US$183 million in 2020. See note 22 to our consolidated financial statements for a
description of the terms of the debentures.

VALE ANNUAL REPORT FORM 20-F | 188


EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING
SECURITY HOLDERS
Under Brazilian corporate law, there are no restrictions on ownership of our capital stock by individuals or legal entities
domiciled outside Brazil. However, the right to convert dividend payments and proceeds from the sale of common
shares into foreign currency and to remit such amounts outside Brazil is subject to restrictions under foreign investment
legislation, which generally requires, among other things, that the relevant investment be registered with the Central
Bank of Brazil. These restrictions on the remittance of foreign capital abroad could hinder or prevent the depositary
bank and its agents for the common shares represented by ADSs from converting dividends, distributions or the
proceeds from any sale of common shares or rights, as the case may be, into U.S. dollars and remitting such amounts
abroad. Delays in, or refusal to grant any required government approval for conversions of Brazilian currency payments
and remittances abroad of amounts owed to holders of ADSs could adversely affect holders of ADRs.

Under CMN Resolution 4,373 of 2014 (“Resolution 4,373”), foreign investors, defined to include individuals, legal entities,
mutual funds and other collective investment entities, domiciled or headquartered outside Brazil, may invest in almost
all financial assets and engage in almost all transactions available in the Brazilian financial and capital markets, provided
that they:

i. appoint at least one representative in Brazil, with powers to perform actions relating to its investment,

ii. complete the appropriate foreign investor registration form,

iii. register as a foreign investor with the CVM, and register its foreign investment with the Central Bank of
Brazil, and

iv. appoint a custodian, duly licensed by the Central Bank of Brazil, if the Brazilian representative in item (i) is
not a financial institution.

Resolution 4,373 specifies the manner of custody and the permitted means for trading securities held by foreign
investors under the resolution. The offshore transfer or assignment of securities or other financial assets held by foreign
investors pursuant to Resolution 4,373 is prohibited, except for transfers resulting from a corporate reorganization, or
occurring upon the death of an investor by operation of law or will.

Resolution 4,373 also provides for the issuance of depositary receipts in foreign markets in respect of shares of Brazilian
issuers. It provides that the proceeds from the sale of ADSs by holders of ADRs outside Brazil are not subject to Brazilian
foreign investment controls and holders of ADSs who are not residents of a low-tax jurisdiction (país com tributação
favorecida), as defined by Brazilian law, will be entitled to favorable tax treatment.

An electronic registration has been issued to the custodian in the name of the depositary with respect to the ADSs.
Pursuant to this electronic registration, the custodian and the depositary are able to convert dividends and other
distributions with respect to the underlying shares into foreign currency and to remit the proceeds outside Brazil. If a
holder exchanges ADSs for common shares, the holder must, within five business days, seek to obtain its own electronic
registration with the Central Bank of Brazil under Law 4,131 of 1962 and Resolution 4,373. Thereafter, unless the holder
has registered its investment with the Central Bank of Brazil, such holder may not convert into foreign currency and
remit outside Brazil the proceeds from the disposition of, or distributions with respect to, such common shares.

Under Brazilian law, whenever there is a serious imbalance in Brazil’s balance of payments or reasons to foresee a serious
imbalance, the Brazilian government may impose temporary restrictions on the remittance to foreign investors of the
proceeds of their investments in Brazil, and on the conversion of Brazilian currency into foreign currencies. Such
restrictions may hinder or prevent the custodian or holders who have exchanged ADSs for underlying common shares
from converting distributions or the proceeds from any sale of such shares, as the case may be, into U.S. dollars and
remitting such U.S. dollars abroad. In the event the custodian is prevented from converting and remitting amounts

VALE ANNUAL REPORT FORM 20-F | 189


EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

owed to foreign investors, the custodian will hold the reais it cannot convert for the account of the holders of ADRs
who have not been paid. The depositary will not invest the reais and will not be liable for interest on those amounts.
Any reais so held will be subject to devaluation risk against the U.S. dollar.

190 | VALE ANNUAL REPORT FORM 20-F


TAXATION
The following summary contains a description of the principal Brazilian and U.S. federal income tax consequences of
the ownership and disposition of common shares or ADSs. You should know that this summary does not purport to be
a comprehensive description of all the tax considerations that may be relevant to a holder of common shares or ADSs.

Holders of common shares or ADSs should consult their own tax advisors to discuss the tax consequences of the
purchase, ownership and disposition of common shares or ADSs, including, in particular, the effect of any state, local or
other national tax laws.

Although there is at present no treaty to avoid double taxation between Brazil and the United States, both countries’
tax authorities have been having discussions that may result in the execution of such a treaty. In this regard, the two
countries signed a Tax Information Exchange Agreement on March 20, 2007, which the Brazilian government approved
in May 2013. We cannot predict whether or when such a treaty will enter into force or how, if entered into, such a treaty
will affect the U.S. holders, as defined below, of common shares or ADSs.

BRAZILIAN TAX CONSIDERATIONS


The following discussion summarizes the principal Brazilian tax consequences of the acquisition, ownership and
disposition of common shares or ADSs by a holder not deemed to be domiciled in Brazil for purposes of Brazilian
taxation (“Non-Resident Holder”). It is based on the tax laws of Brazil and regulations thereunder in effect on the date
hereof, which are subject to change (possibly with retroactive effect). This discussion does not specifically address all of
the Brazilian tax considerations applicable to any particular Non-Resident Holder. Therefore, Non-Resident Holders
should consult their own tax advisors concerning the Brazilian tax consequences of an investment in common shares
or ADSs.

Shareholder distributions

For Brazilian corporations, such as Vale, distributions to shareholders are classified as either dividend or interest on
shareholders’ equity.

Dividends

Amounts distributed as dividends will generally not be subject to Brazilian withholding income tax if the distribution is
paid only from profits for the corresponding year, as determined under Brazilian tax principles. Dividends paid from
profits generated before January 1, 1996 may be subject to Brazilian withholding income tax at varying rates depending
on the year the profits were generated. Dividends paid from sources other than profits as determined under Brazilian
tax principles may be subject to withholding tax.

Interest on shareholders’ equity

Amounts distributed as interest on shareholders’ equity are generally subject to withholding income tax at the rate of
15%, except where:

i. the beneficiary is exempt from tax in Brazil, in which case the distribution will not be subject to withholding
income tax;
ii. the beneficiary is located in a jurisdiction that does not impose income tax or where the maximum income
tax rate is lower than 17% (a “Low Tax Jurisdiction”) or where internal legislation imposes restrictions on
the disclosure of the shareholding structure or the ownership of the investment, as listed by the Brazilian
federal tax authority in which case the applicable withholding income tax rate is 25%; or

VALE ANNUAL REPORT FORM 20-F | 191


TAXATION

iii. the effective beneficiary is resident in Japan, in which case the applicable withholding income tax rate is
12.5%.

Interest on shareholders’ equity is calculated as interest rate on the sum of the following accounts: (i) share capital,
(ii) capital reserves, (iii) profits reserves, (iv) treasury stocks and (v) accumulated losses. The interest rate applied may
not exceed the TJLP, the benchmark Brazilian long-term interest rate. In addition, the amount of distributions classified
as interest on shareholders’ equity may not be more than the greater of (1) 50% of net income (after the deduction of
social contribution on net profits but before taking into account such payment of interest and the provision for
corporate income tax) for the period in respect of which the payment is made and (2) 50% of the sum of retained
earnings and profit reserves.

Payments of interest on shareholders’ equity are deductible for the purposes of corporate income tax and social
contribution on net profit, to the extent of the limits described above. The benefit of a distribution by way of interest
on shareholders’ equity is a reduction in the Company’s corporate tax charge by an amount equivalent to 34% of such
distribution.

Taxation of capital gains

Taxation of Non-Resident Holders on capital gains depends on the status of the holder as either:

 (i) a holder that is not resident or domiciled in a Low Tax Jurisdiction, or in a jurisdiction where internal
legislation imposes restrictions on the disclosure of shareholding structure or the ownership of the investment,
and that has registered its investment in Brazil in accordance with Resolution 4,373 (a “4,373 Holder”), or (ii) a
holder of ADSs; or
 any other Non-Resident Holder.

Investors identified in items (i) or (ii) are subject to favorable tax treatment, as described below.

Capital gains realized by a Non-Resident Holder from the disposition of “assets located in Brazil” are subject to taxation
in Brazil. Common shares qualify as assets located in Brazil, and the disposition of such assets by a Non-Resident Holder
may be subject to income tax on the gains assessed, in accordance with the rules described below, regardless of whether
the transaction is carried out with another non-Brazilian resident or with a Brazilian resident.

There is some uncertainty as to whether ADSs qualify as “assets located in Brazil” for this purpose. Arguably, the ADSs
do not constitute assets located in Brazil and therefore the gains realized by a Non-Resident Holder on the disposition
of ADSs to another non-Brazilian resident should not be subject to income tax in Brazil. However, it is not certain that
the Brazilian courts will uphold this interpretation of the definition of “assets located in Brazil” in connection with the
taxation of gains realized by a Non-Resident Holder on the disposition of ADSs. Consequently, gains on a disposition
of ADSs by a Non-Resident Holder (whether in a transaction carried out with another Non-Resident Holder or a person
domiciled in Brazil) may be subject to income tax in Brazil in accordance with the rules applicable to a disposition of
shares.

Although there are arguments to the contrary, the deposit of common shares in exchange for ADSs may be subject to
Brazilian income tax if the acquisition cost of the shares being deposited is lower than the average price, determined as
either:

 the average price per common share on the Brazilian stock exchange in which the greatest number of such
shares were sold on the day of deposit; or
 if no common shares were sold on that day, the average price on the Brazilian stock exchange in which the
greatest number of common shares were sold in the 15 trading sessions immediately preceding such deposit.

The positive difference between the average price of the common shares calculated as described above and their
acquisition cost will be considered to be a capital gain subject to income tax in Brazil. In some circumstances, there are

192 | VALE ANNUAL REPORT FORM 20-F


TAXATION

grounds to conclude that such taxation is not applicable with respect to any a 4,373 Holder, provided such holder is
not located in a Low Tax Jurisdiction.

The withdrawal of common shares by holders in exchange for ADSs is not subject to Brazilian income tax, subject to
compliance with applicable regulations regarding the registration of the investment with the Central Bank of Brazil.

For the purpose of Brazilian taxation, the income tax rules on gains related to disposition of common shares vary
depending on:

 the domicile of the Non-Resident Holder;


 the method by which such Non-Resident Holder has registered his investment with the Central Bank of Brazil;
and
 how the disposition is carried out, as described below.

The gain realized as a result of a transaction on a Brazilian stock exchange is the difference between: (i) the amount in
Brazilian currency realized on the sale or disposition and (ii) the acquisition cost, without any adjustment for inflation,
of the securities that are the subject of the transaction.

Under the applicable rules, any gain realized by a Non-Resident Holder on a sale or disposition of common shares
carried out on the Brazilian stock exchange is:

 exempt from income tax where the Non-Resident Holder (i) is a 4,373 Holder; and (ii) is not located in a Low
Tax Jurisdiction;
 subject to income tax at a rate of 15% where the Non-Resident Holder (i) is not a 4,373 Holder and (ii) is not
resident or domiciled in a Low Tax Jurisdiction; or
 subject to income tax at a rate of 25% where the Non-Resident Holder (i) is not a 4,373 Holder and (ii) is
resident or domiciled in a Low Tax Jurisdiction.

The above summary applies to different investment scenarios. The understanding of tax authorities may change from
time to time and you should consult your tax advisors with regard to the application of the rates to your specific case.

The sale or disposition of common shares carried out on the Brazilian stock exchange is subject to withholding tax at
the rate of 0.005% on the sale value. This withholding tax can be offset against the eventual income tax due on the
capital gain. A 4,373 Holder that is not resident or domiciled in a Low Tax Jurisdiction is not subject to this withholding
tax.

Since January 1, 2017, the capital gains realized by Non-Residents Holders and individuals resident in Brazil are subject
to income tax (i) at progressive rates ranging from 15% to 22.5%, where the Non-Resident Holder is not a 4,373 Holder
and is not resident or domiciled in a Low Tax Jurisdiction or (ii) at a rate of 25% where the Non-Resident Holder is
resident or domiciled in a Low Tax Jurisdiction.

With respect to transactions arranged by a broker that are conducted on the Brazilian non-organized over-the-counter
market, a withholding income tax at a rate of 0.005% on the sale value is levied on the transaction and can be offset
against the eventual income tax due on the capital gain.

In the case of a redemption of common shares or ADSs or a capital reduction by a Brazilian corporation, the positive
difference between the amount received by any Non-Resident Holder and the acquisition cost of the common shares
or ADSs being redeemed is treated as capital gain and is therefore generally subject to income tax at the progressive
rate from 15% to 22.5%, while the 25% rate applies to residents in a Low Tax Jurisdiction.

Any exercise of pre-emptive rights relating to our common shares will not be subject to Brazilian taxation. Any gain
realized by a Non-Resident Holder on the disposition of pre-emptive rights relating to common shares in Brazil will be
subject to Brazilian income taxation in accordance with the same rules applicable to the sale or disposition of common
shares.

VALE ANNUAL REPORT FORM 20-F | 193


TAXATION

Tax on foreign exchange and financial transactions

Foreign exchange transactions

Brazilian law imposes a tax on foreign exchange transactions, or an IOF/Exchange Tax, due on the conversion of reais
into foreign currency and on the conversion of foreign currency into reais. Currently, for most foreign currency exchange
transactions, the rate of IOF/Exchange Tax is 0.38%.

The outflow of resources from Brazil related to investments held by a Non-Resident Holder in the Brazilian financial and
capital markets is currently subject to IOF/Exchange Tax at a zero percent rate. In any case, the Brazilian government
may increase such rates at any time, up to 25%, with no retroactive effect.

Transactions involving securities

Brazilian law imposes a tax on transactions involving securities, or an IOF/Securities Tax, including those carried out on
the Brazilian stock exchange. The rate of IOF/Securities Tax applicable to transactions involving publicly traded securities
in Brazil is currently zero. The rate of IOF/Securities Tax applicable to a transfer of shares traded on the Brazilian stock
exchange to back the issuance of depositary receipts has also been zero since December 24, 2013. However, the
Brazilian Government may increase such rates at any time up to 1.5% of the transaction amount per day, but the tax
cannot be applied retroactively.

Other Brazilian taxes

There are no Brazilian inheritance, gift or succession taxes applicable to the ownership, transfer or disposition of
common shares or ADSs by a Non-Resident Holder, except for gift and inheritance taxes which are levied by some
states of Brazil on gifts made or inheritances bestowed by a Non-Resident Holder to individuals or entities resident or
domiciled within such states in Brazil. There are no Brazilian stamp, issue, registration, or similar taxes or duties payable
by holders of common shares or ADS.

U.S. FEDERAL INCOME TAX CONSIDERATIONS


This summary does not purport to be a comprehensive description of all the U.S. federal income tax consequences of
the acquisition, holding or disposition of the common shares or ADSs. This summary applies to U.S. holders, as defined
below, who hold their common shares or ADSs as capital assets and does not apply to special classes of holders, such
as:

 certain financial institutions,


 insurance companies,
 brokers or dealers in securities or foreign currencies,
 tax-exempt organizations,
 securities traders who elect to account for their investment in common shares or ADSs on a mark-to-market
basis,
 persons holding common shares or ADSs as part of hedge, straddle, conversion or other integrated financial
transactions for tax purposes,
 holders whose functional currency for U.S. federal income tax purposes is not the U.S. dollar,
 partnerships or other holders treated as “pass-through entities” for U.S. federal income tax purposes (or
partners therein), or
 persons owning, actually or constructively through attribution rules, 10% or more of our voting shares or the
total value of all classes of shares.

This discussion is based on the Internal Revenue Code of 1986, as amended to the date hereof, administrative
pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations, all as in effect on the date
hereof. These authorities are subject to differing interpretations and may be changed, perhaps retroactively, so as to

194 | VALE ANNUAL REPORT FORM 20-F


TAXATION

result in U.S. federal income tax consequences different from those discussed below. There can be no assurance that
the U.S. Internal Revenue Service (the “IRS”) will not challenge one or more of the tax consequences discussed herein
or that a court will not sustain such a challenge in the event of litigation. This summary does not address the Medicare
tax on net investment income, the alternative minimum tax, U.S. federal estate and gift taxes, or any aspect of state,
local or non-U.S. tax law.

YOU SHOULD CONSULT YOUR TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE U.S. FEDERAL INCOME
TAX LAWS TO YOUR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF
ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION.

This discussion is also based, in part, on representations of the depositary and the assumption that each obligation in
the deposit agreement and any related agreement will be performed in accordance with its terms.

For purposes of this discussion, you are a “U.S. holder” if you are a beneficial owner of common shares or ADSs that is,
for U.S. federal income tax purposes:

 a citizen or resident alien individual of the United States,


 a corporation created or organized in or under the laws of the United States or of any political subdivision
thereof, or
 otherwise subject to U.S. federal income taxation on a net income basis with respect to common shares or
ADSs.

The term U.S. holder also includes certain former citizens of the United States.

In general, if you are the beneficial owner of American depositary receipts evidencing ADSs, you will be treated as the
beneficial owner of the common shares represented by those ADSs for U.S. federal income tax purposes. Deposits and
withdrawals of common shares by you in exchange for ADSs will not result in the realization of gain or loss for U.S.
federal income tax purposes. Your tax basis in such common shares will be the same as your tax basis in such ADSs,
and the holding period in such common shares will include the holding period in such ADSs.

Taxation of dividends

The gross amount of a distribution paid on ADSs or common shares, including distributions paid in the form of
payments of interest on shareholder’s equity for Brazilian tax purposes, out of our current or accumulated earnings and
profits (as determined for U.S. federal income tax purposes) generally will be taxable to you as foreign source dividend
income and generally will not be eligible for the dividends-received deduction allowed to corporate shareholders under
U.S. federal income tax law. The amount of any such distribution will include the amount of Brazilian withholding taxes,
if any, withheld on the amount distributed. To the extent that a distribution exceeds our current and accumulated
earnings and profits, such distribution will be treated as a nontaxable return of capital to the extent of your basis in the
ADSs or common shares, as the case may be, with respect to which such distribution is made, and thereafter as a capital
gain.

We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax
principles. You therefore should expect that distributions generally will be treated as dividends for U.S. federal income
tax purposes.

You generally will be required to include dividends paid in reais in income in an amount equal to their U.S. dollar value
calculated by reference to an exchange rate in effect on the date such distribution is received by the depositary, in the
case of ADSs, or by you, in the case of common shares. If the depositary or you do not convert such reais into U.S.
dollars on the date they are received, it is possible that you will recognize foreign currency loss or gain, which generally
would be treated as ordinary loss or gain from sources within the United States, when the reais are converted into U.S.
dollars. If you hold ADSs, you will be considered to receive a dividend when the dividend is received by the depositary.

VALE ANNUAL REPORT FORM 20-F | 195


TAXATION

The U.S. dollar amount of dividends received by certain non-corporate taxpayers, including individuals, will be subject
to taxation at the preferential rates applicable to long-term capital gains if the dividends are “qualified dividends.”
Subject to certain exceptions for short-term and hedged positions, dividends paid on the ADSs will be treated as
qualified dividends if (i) the ADSs are readily tradable on an established securities market in the United States and (ii) the
Company was not, in the year prior to the year in which the dividend was paid, and is not, in the year in which the
dividend is paid, a passive foreign investment company (“PFIC”). The ADSs are listed on the New York Stock Exchange
and will qualify as readily tradable on an established securities market in the United States so long as they are so listed.
Based on Vale’s audited financial statements and relevant market and shareholder data, Vale believes that it was not
treated as a PFIC for U.S. federal income tax purposes with respect to its 2021 or 2022 taxable years. In addition, based
on Vale’s audited financial statements and its current expectations regarding the value and nature of its assets, the
sources and nature of its income, and relevant market and shareholder data, Vale does not anticipate becoming a PFIC
for its 2023 taxable year.

Based on existing guidance, it is not entirely clear whether dividends received with respect to common shares will be
treated as qualified dividends (and therefore whether such dividends will qualify for the preferential rates of taxation
applicable to long-term capital gains), because the common shares are not themselves listed on a U.S. exchange. You
should consult your own tax advisors regarding the availability of the reduced dividend tax rate in light of your own
particular circumstances.

Subject to generally applicable limitations and conditions, you may be entitled to a credit against your U.S. federal
income tax liability, or a deduction in computing your U.S. federal taxable income, for Brazilian income taxes withheld
by us at the appropriate rate applicable to the U.S. holder. These generally applicable limitations and conditions include
new requirements recently adopted by the U.S. Internal Revenue Service (“IRS”) and any Brazilian tax will need to satisfy
these requirements in order to be eligible to be a creditable tax for a U.S. holder. The application of these requirements
to the Brazilian tax on dividends, including distributions paid in the form of payments of interest on shareholder’s equity
for Brazilian tax purposes, is uncertain and we have not determined whether these requirements have been met. If the
Brazilian tax is not a creditable tax or the U.S. holder does not elect to claim a foreign tax credit for any foreign income
taxes paid or accrued in the same taxable year, the U.S. Holder may be able to deduct the Brazilian tax in computing
such U.S. Holder’s taxable income for U.S. federal income tax purposes. Dividend distributions will constitute income
from sources without the United States and, for U.S. holders that elect to claim foreign tax credits, generally will
constitute “passive category income” for foreign tax credit purposes. The availability and calculation of foreign tax
credits and deductions for foreign taxes depend on their particular circumstances and involve the application of
complex rules to those circumstances. You should consult your own tax advisors concerning the implications of these
rules in light of your particular circumstances.

Taxation of capital gains

Upon a sale or exchange of common shares or ADSs, you generally will recognize a capital gain or loss for U.S. federal
income tax purposes equal to the difference, if any, between the amount realized on the sale or exchange and your
adjusted tax basis in the common shares or ADSs, in each case, as determined in U.S. dollars. This gain or loss will be
long-term capital gain or loss if your holding period in the common shares or ADSs exceeds one year. The net amount
of long-term capital gain recognized by individual U.S. holders generally is subject to taxation at preferential rates. Your
ability to use capital losses to offset income is subject to limitations. U.S. holders should consult their own tax advisors
about how to account for proceeds received on the sale or exchange of common shares that are not paid in U.S. dollars.

Any gain or loss generally will be U.S. source gain or loss for U.S. foreign tax credit purposes. Under the new foreign tax
credit requirements recently adopted by the IRS, any Brazilian tax imposed on the sale or other disposition of the shares
generally will not be treated as a creditable tax for U.S. foreign tax credit purposes. If the Brazilian tax is not a creditable
tax, the tax would reduce the amount realized on the sale or other disposition of the shares even if you have elected to
claim a foreign tax credit for other taxes in the same year. You should consult your own tax advisor regarding the
application of the foreign tax credit rules to your investment in, and disposition of, ADSs or common shares.

196 | VALE ANNUAL REPORT FORM 20-F


TAXATION

If a Brazilian tax is withheld on the sale or disposition of common shares or ADSs, the amount realized by a U.S. holder
will include the gross amount of the proceeds of such sale or disposition before deduction of the Brazilian tax. See —
Brazilian tax considerations above.

Foreign financial asset reporting

Certain U.S. holders that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 on the
last day of the taxable year or US$75,000 at any time during the taxable year are generally required to file an information
statement along with their tax returns, currently on IRS Form 8938, with respect to such assets. “Specified foreign
financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a
non-U.S. issuer that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to
certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to
certain entities that are treated as formed or availed of to hold direct or indirect interests in “specified foreign financial
assets” based on certain objective criteria. The understatement of income attributable to “specified foreign financial
assets” in excess of US$5,000 extends the statute of limitations with respect to the tax return to six years after the return
was filed. U.S. holders who fail to report the required information could be subject to substantial penalties. You are
encouraged to consult with your own tax advisors regarding the possible application of these rules, including the
application of the rules to your particular circumstances.

Information reporting and backup withholding

Information returns may be filed with the IRS in connection with distributions on the common shares or ADSs and the
proceeds from their sale or other disposition. You may be subject to U.S. federal backup withholding tax on these
payments if you fail to provide your taxpayer identification number or comply with certain certification procedures or
otherwise establish an exemption from backup withholding. If you are required to make such a certification or to
establish such an exemption, you generally must do so on IRS Form W-9.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to you will be
allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the
required information is timely furnished to the IRS.

A holder that is a non-U.S. corporation or a non-resident alien individual may be required to comply with certification
and identification procedures in order to establish its exemption from information reporting and backup withholding.

VALE ANNUAL REPORT FORM 20-F | 197


TAXATION

CONTROLS AND PROCEDURES


EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the
effectiveness of our disclosure controls and procedures as of December 31, 2022. There are inherent limitations to the
effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the
circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and
procedures can only provide reasonable assurance of achieving their control objectives.

Our chief executive officer and chief financial officer have concluded that as of December 31, 2022 our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, were effective to provide
reasonable assurance that information required to be disclosed by us in the reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules
and forms, and that it is accumulated and communicated to our management, including our chief executive officer and
chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING


Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. Our internal control over
financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have
a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are
subject to the risk that controls may become inadequate and that the degree of compliance with the policies or
procedures may deteriorate.

Our management has assessed the effectiveness of Vale’s internal control over financial reporting as of December 31,
2022 based on the criteria established in “Internal Control—Integrated Framework (2013)” issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on such assessment and criteria, our management has
concluded that our internal control over financial reporting was effective as of December 31, 2022.

AUDIT OF THE EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING


The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by
PricewaterhouseCoopers Auditores Independentes Ltda., an independent registered public accounting firm, as stated
in their report which appears herein.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING


Our management identified no change in our internal control over financial reporting during our fiscal year ended
December 31, 2022 that has materially affected or is reasonably likely to materially affect our internal control over
financial reporting.

198 | VALE ANNUAL REPORT FORM 20-F


CORPORATE GOVERNANCE
Under NYSE rules, foreign private issuers are subject to more limited corporate governance requirements than U.S.
domestic issuers. As a foreign private issuer, we must comply with four principal NYSE corporate governance rules:
(1) we must satisfy the requirements of Exchange Act Rule 10A-3 relating to Audit Committees; (2) our chief executive
officer must promptly notify the NYSE in writing after any executive officer becomes aware of any non-compliance with
the applicable NYSE corporate governance rules; (3) we must provide the NYSE with annual and interim written
affirmations as required under the NYSE corporate governance rules; and (4) we must provide a brief description of any
significant differences between our corporate governance practices and those followed by U.S. companies under NYSE
listing standards. The table below briefly describes the significant differences between our practices and the practices
of U.S. domestic issuers under NYSE corporate governance rules.

Since 2018, we also report our compliance with the Code of Best Practices for Corporate Governance of the Brazilian
Corporate Governance Institute (Instituto Brasileiro de Governança Corporativa – “IBGC”), as required by Brazilian
regulations. The code is based on the “comply or explain” principle, and we currently fully comply with 96% of the
practices recommended by the IBGC and partially comply with 1.85% of practices recommended by the code.

NYSE corporate governance rule for


Section U.S. domestic issuers Our approach
303A.01 A listed company must have a We fully comply with this requirement. Our bylaws provide for a
majority of independent directors. Board of Directors consisting of 11 to 13 members and require
that at least seven directors be independent. Since the election of
the members of the Board of Directors in our 2021 annual
shareholders’ meeting, we have eight independent directors.

303A.03 The non-management directors of a We do not have any management directors. Our directors meet at
listed company must meet at regularly scheduled sessions without management.
regularly scheduled executive
sessions without management.

303A.04 A listed company must have a We have a Nomination and Governance Committee, composed of
nominating/corporate governance a majority of independent directors.
committee composed entirely of
According to its charter, such committee is responsible, among
independent directors, with a
other matters, for:
written charter that covers certain
minimum specified duties. - recommending internal policies and rules regarding the
nomination of members of the Board of Directors,
Advisory Committees and our Chairman, in compliance
with the applicable legal requirements and best
corporate governance practices;
- assessing the evolution and continuous improvement of
our corporate governance practices, also regarding the
structure, duties, size and composition of the Board of
Directors and the Advisory Committees, aiming at a
balance of experiences, knowledge and diversity in the
profile of its members;
- reviewing our governance system on a yearly basis;
- recommending the appropriate profile of applicants for
member of the Board of Directors and Advisory
Committees, and that best suits our needs, according to

VALE ANNUAL REPORT FORM 20-F | 199


CORPORATE GOVERNANCE

NYSE corporate governance rule for


Section U.S. domestic issuers Our approach
the criteria and guidelines set forth in the internal policies
and norms on the topic;
- assessing potential applicants for the position of Director
and member of the Advisory Committees, according to
the criteria and guidelines set forth in our internal
policies and norms, for further analysis by the Board of
Directors, and potential election by our general
shareholders’ meeting;
- assessing potential candidates to replace any individuals
in a situation of impediment and vacancy in the positions
of Director and member of the Advisory Committees
according to our bylaws and internal policies;
- assessing the independence of Directors, indicating and
justifying any circumstances that may affect this
condition;
- recommending the succession plan of the Board of
Directors, which shall be submitted for approval by the
end of the term of office, so as to maintain the balance
of experiences, the knowledge and diversity of profile of
its members;
- assessing the performance of the Board of Directors and
the Advisory Committees;
- recommending the selection, remuneration, annual
performance assessment, succession plan and removal of
the General Corporate Governance Secretary;
- recommending the strategy and guidelines for our
corporate governance documents, including our
corporate policies, bylaws, Code of Conduct and the
internal regulations of the Advisory Committees and the
Board of Directors, among others, without prejudice of
the technical analyses of other advisory committees,
according to their competences;
- recommending the remuneration model of the Board of
Directors and the Advisory Committees, and the proposal
for distribution of the global annual amount regarding
the remuneration of these bodies;
- recommending the annual budget of the Board of
Directors and the Advisory Committees, which shall
include, among others, the resources for engagement of
external experts to assist the Directors with the
performance of their duties, and to implement continued
education programs;
- preparing and submitting to the Board of Directors the annual
work plan of the committee; and
- preparing and submitting to the Board of Directors, the report
on the performance of the committee.

200 | VALE ANNUAL REPORT FORM 20-F


CORPORATE GOVERNANCE

NYSE corporate governance rule for


Section U.S. domestic issuers Our approach
According to its charter, the Nomination and Governance
Committee and Governance shall be composed of three to five
members, including the Chairperson of our Board of Directors and
a majority of independent members.

303A.05 A listed company must have a We do not have a compensation committee composed entirely of
compensation committee independent directors.
composed entirely of independent
However, we have a People and Compensation Committee, which
directors, with a written charter that
is an advisory committee to the Board of Directors, composed only
covers certain minimum specified
by members of the Board of Directors. The number of
duties.
independent members shall be at least equal to the number of
non-independent members. This committee is responsible for,
among other attributions:
- assessing and recommending long-term strategies on
personnel as proposed by the Executive Committee to
the Board of Directors;
- assessing and recommending the Remuneration strategy
for the Executive Committee and proposal for
distribution of overall annual amount for management
remuneration, including the remuneration of the Board
of Directors and its Advisory Committees; and
- defining the performance assessment goals for the
Executive Committee and other Officers directly
reporting to the CEO, and their monitoring.

303A.06 Listed companies must have an We have and Audit and Risks Committee that complies with Rule
audit committee that complies with 10A-3 under the Exchange Act. Since December 21, 2022,
the requirements of Rule 10A-3 following the amendment of our bylaws and change in the
under the Exchange Act. composition of our audit committee, we no longer rely on a
previously applicable Rule 10A-3 exemption. Our Audit and Risks
Committee is currently composed of three independent directors.

303A.07 The audit committee must have at Our Audit and Risks Committee is currently composed of three
least three members, and these independent directors. We also comply with the listing rules of the
members must comply with the Novo Mercado segment of B3 S.A. – Brasil, Bolsa, Balcão (“Novo
independence requirements of Mercado Rules”) and Brazilian corporate laws and regulations.
Section 303A.02 of the NYSE Listed Under our bylaws and the Audit and Risks Committee’s charter,
Company Manual; the audit and pursuant to the Novo Mercado Rules, our Audit and Risks
committee must have a written Committee shall have three to five members, and: (i) all members
charter compliant with the must be independent directors, (ii) at least one member must have
requirements of Section 303A.07(b) demonstrated experience in corporate accounting matters, and
of the NYSE Listed Company such member shall be appointed as “Financial Expert” upon
Manual; and listed companies must his/her nomination.
have an internal audit function.
The responsibilities of the Audit and Risks Committee are set forth
in its charter. Under our bylaws, the charter must give the Audit
and Risks Committee responsibility for the matters required under
Novo Mercado listing rules, as well as responsibility for:
- having means and establishing procedures to be used by the
company to receive, process and handle accusations,
complaints and information about (a) non-compliance with

VALE ANNUAL REPORT FORM 20-F | 201


CORPORATE GOVERNANCE

NYSE corporate governance rule for


Section U.S. domestic issuers Our approach
legal and normative provisions applicable to the company, in
addition to internal regulations and codes, (b) accounting
issues, (c) internal controls, and (d) audit matters; as well as
ensuring specific procedures to guarantee confidentiality and
to protect whistleblower anonymity and the rights of the
investigated party;
- providing its opinion and assistance to the Board of Directors
in the hiring, compensation and removal of independent
auditor services;
- supervising the work of internal auditors, the area of internal
controls and the area responsible for preparing the company’s
financial statements;
- supervising and evaluating the work of the external auditors,
in order to evaluate their independence, the quality of services
provided and the suitability of services provided related to the
needs of the company, and telling the company’s
management at any point to retain compensation of the
external auditors; and
- monitoring and mediating disagreements between
management and the independent auditors regarding the
company’s financial statements and the application of
accounting principles, monitoring difficulties found by the
auditors during the audit process, among others.
We have an internal audit function.

303A.08 Shareholders must be given the Under Brazilian corporate law, shareholder pre-approval is
opportunity to vote on all required for the adoption of any equity compensation plans.
equity-compensation plans and
material revisions thereto, with
limited exemptions set forth in the
NYSE rules.

303A.09 A listed company must adopt and We have not published consolidated corporate governance
disclose corporate governance guidelines. Notwithstanding, our bylaws, the internal rules of our
guidelines that cover certain Board of Directors and advisory committees, our Chief Executive
minimum specified subjects. Officer Succession Policy and/or our Nomination Policy address
matters related to director qualification standards, director access
to management and, as necessary and appropriate, independent
advisors, Chief Executive Officer and management succession and
annual performance of the Board.

303A.10 A listed company must adopt and We have adopted a Code of Conduct, which applies to our
disclose a code of business conduct directors, officers and employees, interns, suppliers, and to our
and ethics for directors, officers and subsidiaries in Brazil and abroad, as well as to any person acting
employees, and promptly disclose on behalf of Vale or its subsidiaries. We report each year in our
any waivers of the code for directors annual report on Form 20-F any waivers of the code of conduct
or executive officers. granted for directors or executive officers. Our code of conduct
has a scope that is similar, but not identical, to that required for a
U.S. domestic company under the NYSE rules.

202 | VALE ANNUAL REPORT FORM 20-F


CORPORATE GOVERNANCE

NYSE corporate governance rule for


Section U.S. domestic issuers Our approach
303A.12 a) Each listed company CEO must We are subject to (b) and (c) of these requirements, but not (a).
certify to the NYSE each year that he
or she is not aware of any violation
by the company of NYSE corporate
governance listing standards.
b) Each listed company CEO must
promptly notify the NYSE in writing
after any executive officer of the
listed company becomes aware of
any non-compliance with any
applicable provisions of this
Section 303A.
c) Each listed company must submit
an executed Written Affirmation
annually to the NYSE. In addition,
each listed company must submit an
interim Written Affirmation as and
when required by the interim
Written Affirmation form specified
by the NYSE.

VALE ANNUAL REPORT FORM 20-F | 203


CODE OF CONDUCT
We have a Code of Conduct that applies to the members of our Board of Directors and our Executive Committee,
including the chief executive officer and the chief financial officer, our employees, interns, suppliers, and to our
subsidiaries in Brazil and abroad, as well as and any person acting on behalf of Vale or its subsidiaries.

Our Code of Conduct gathers the fundamental principles that underpin our business, and is part of Vale's Ethics &
Compliance Program, which is monitored by the Audit and Risks Committee, the Conduct and Integrity Committee and
the Audit and Compliance Department. Our Code of Conduct is a principle-based document, which connects directly
with our company’s purpose and values.

We have published the Code of Conduct on our website, at: https://vale.com/code-of-conduct. We have not granted
any implicit or explicit waivers from any provision of our Code of Conduct since its adoption.

Whistleblower Channel

Any breaches of our policies and standards can be reported by anyone, including employees, contractors, suppliers,
members of affected communities and other stakeholders, via our Whistleblower Channel, which is available in 8
languages. Our Whistleblower Channel is managed by our Audit and Compliance Department, an independent
department that reports directly to the Board of Directors. Our Whistleblower Channel is structured to guarantee
confidentiality and to protect whistleblower anonymity and the rights of the investigated party.

Since April 2022, our employees and contractors in Brazil also have access to a channel operated by a specialized and
independent team to listen, understand and guide anyone reporting sexual harassment or discrimination. By calling this
line, the person may decide whether or not to register an allegation, which is then investigated by our Whistleblower
Channel team.

In 2022, our Whistleblower Channel received 6,736 reports and closed 6,600 cases, of which (i) 13.1% referred to
consultations and reports that were not investigated due to lack of information or pertinence to the scope of the
Whistleblower Channel, (ii) 26.6% were complaints, which were answered by the Whistleblower Channel, but did not
lead to an investigation, and (iii) 60.3% were allegations that led to investigations, which confirmed violations of Vale’s
Code of Conduct in 46.6% of these cases.

All confirmed violations triggered correction plans, which are presented by managers and approved by the
Whistleblower Channel. As a general rule, these plans contain measures to promote process improvements, training
initiatives and feedback to employees. Depending on the seriousness of the allegations, employees involved may be
subject to administrative measures, such as warnings, suspensions or terminations. Suppliers involved in serious
violations of the Code of Conduct are also subject to punitive measures, such as fines or contract termination.

Investigations by Vale’s Whistleblower Channel in 2022 resulted in 2,941 corrective actions and disciplinary measures,
including 171 terminations of employment.

Further information on the Whistleblower Channel is disclosed in our Ethics & Compliance annual report, available in
our website, at https://www.vale.com/web/esg/ethics-compliance-and-tax-transparency. Information in our website is
not incorporated by reference in this annual report on Form 20-F.

VALE ANNUAL REPORT FORM 20-F | 204


PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table summarizes the fees for professional services and other services rendered to us by our independent
auditors PricewaterhouseCoopers Auditores Independentes Ltda. (“PwC”) in 2022 and 2021.

Year ended December 31,


2022 2021
(US$ thousand)
Audit fees 5,435 5,860
Audit-related fees 69 81
Total fees 5,504 5,941

“Audit fees” are the aggregate fees of PwC for the audit of our annual financial statements, the audit of the statutory
financial statements of our subsidiaries, and reviews of interim financial statements and attestation services that are
provided in connection with statutory and regulatory filings or engagements. They also include fees for services that
only the independent auditor reasonably can provide, including the provision of comfort letters and consents in
connection with statutory and regulatory filings and the review of documents filed with the SEC and other capital
markets or local financial reporting regulatory bodies. “Audit-related fees” are fees charged by PwC for assurance and
related services that are reasonably related to the performance of the audit or review of our financial statements and
are not reported under “Audit fees.”

205 | VALE ANNUAL REPORT FORM 20-F


INFORMATION FILED WITH SECURITIES REGULATORS
We are subject to various information and disclosure requirements in those countries in which our securities are traded,
and we file financial statements and other periodic reports with the CVM, B3 and the SEC.

Brazil. Vale’s Common Shares are listed on B3 in São Paulo, Brazil. As a result, we are subject to the information and
disclosure requirements of Brazilian Corporate Law, as amended. We are also subject to the periodic disclosure
requirements of CVM rules applicable to listed companies and to B3’s “Novo Mercado” Corporate Governance
Requirements. Our CVM filings are available from the CVM at http://www.cvm.gov.br or from B3 at
http://www.b3.com.br. In addition, they may be accessed at our website, http://www.vale.com.

United States. As a result of our ADSs being listed on the New York Stock Exchange, we are subject to the information
requirements of the Securities Exchange Act of 1934, as amended, and accordingly file reports and other information
with the SEC. Reports and other information filed by us with the SEC available to the public from the SEC at
http://www.sec.gov. In addition, as with all of our security filings, they may be accessed at our website,
http://www.vale.com. Such filings and other information on our website are not incorporated by reference in this annual
report on Form 20-F. You may also inspect Vale’s reports and other information at the offices of the New York Stock
Exchange, 11 Wall Street, New York, New York 10005, on which Vale’s ADSs are listed. For further information on
obtaining copies of Vale’s public filings at the New York Stock Exchange, you should call (212) 656-5060.

VALE ANNUAL REPORT FORM 20-F | 206


EXHIBITS
Exhibit Number
1 Bylaws of Vale S.A., as of December 22, 2022
2 Description of Securities registered under Section 12 of the Exchange Act
4.1 Framework Agreement, dated March 2, 2016, by and among Vale S.A., BHP Billiton Brasil Ltda,
Samarco Mineração S.A., the Federal Government of Brazil, the states of Espirito Santo and
Minas Gerais and certain other public authorities in Brazil (incorporated by reference to
Exhibit 4.12 to BHP Billiton Ltd.’s annual report on Form 20-F dated September 21, 2016 (File
Nos. 001-09526 and 001-31714, Accession No. 0001193125-16-715037))
4.2 Integral Reparation Agreement, dated February 4, 2021, by and among Vale S.A., the
Government of the State of Minas Gerais, the Public Defender Office of the State of Minas
Gerais, public prosecutors of the State of Minas Gerais and federal prosecutors (incorporated
by reference to Exhibit 4.1 to Vale’s annual report on Form 20-F dated March 23, 2021 (File
Nos. 001-15030, Accession No. 0001047469-21-000687)).
8 List of subsidiaries
12.1 Certification of Chief Executive Officer of Vale pursuant to Rules 13a-14 and 15d-14 under the
Securities Exchange Act of 1934
12.2 Certification of Chief Financial Officer of Vale pursuant to Rules 13a-14 and 15d-14 under the
Securities Exchange Act of 1934
13.1 Certification of Chief Executive Officer and Chief Financial Officer of Vale, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
15.1 Consent of PricewaterhouseCoopers Auditores Independentes Ltda. (PCAOB ID 1351)
15.2 Consents of Qualified Persons for Technical Report Summary for Sudbury Operations
17.1 Guarantors and Issuers of Guaranteed Securities
96.1 Technical Report Summary for Sudbury Operations (incorporated by reference to our current
report Form 6-K dated April 12, 2023 (file Nos. 001-15030. Accession No.)
101 Interactive Data File
104 Cover Page Interactive Data File

The amount of long-term debt securities of Vale or its subsidiaries authorized under any individual outstanding
agreement does not exceed 10% of our total assets on a consolidated basis. Vale hereby agrees to furnish the SEC,
upon its request, a copy of any instruments defining the rights of holders of its long-term debt or of its subsidiaries for
which consolidated or unconsolidated financial statements are required to be filed.

207 | VALE ANNUAL REPORT FORM 20-F


GLOSSARY
Alumina ............................................ Aluminum oxide. It is the main component of bauxite, and extracted from bauxite ore in a chemical refining process.
It is the principal raw material in the electro-chemical process from which aluminum is produced.

Aluminum ........................................ A white metal that is obtained in the electro-chemical process of reducing aluminum oxide.

Austenitic stainless steel ............. Steel that contains a significant amount of chromium and sufficient nickel to stabilize the austenite microstructure,
giving to the steel good formability and ductility and improving its high temperature resistance. They are used in
a wide variety of applications, ranging from consumer products to industrial process equipment, as well as for
power generation and transportation equipment, kitchen appliances and many other applications where strength,
corrosion and high temperature resistance are required.

B3 ........................................................ B3 S.A.—Brasil, Bolsa, Balcão (formerly BM&FBOVESPA), a stock exchange located in São Paulo, Brazil.

Bauxite .............................................. A rock composed primarily of hydrated aluminum oxides. It is the principal ore of alumina, the raw material from
which aluminum is made.

Beneficiation ................................... A variety of processes whereby extracted ore from mining is reduced to particles that can be separated into
ore-mineral and waste, the former suitable for further processing or direct use.

CFR ..................................................... Cost and freight. Indicates that all costs related to the transportation of goods up to a named port of destination
will be paid by the seller of the goods.

Class 2 …………………………………… Low purity nickel, containing higher levels of deleterious elements and predominantly iron-bearing, that is primarily
destined to the stainless steel market.

Coal .................................................... Coal is a black or brownish-black solid combustible substance formed by the decomposition of vegetable matter
without access to air. The rank of coal, which includes anthracite, bituminous coal (both are called hard coal),
sub-bituminous coal, and lignite, is based on fixed carbon, volatile matter, and heating value.

Cobalt ................................................ Cobalt is a hard, lustrous, silver-gray metal found in ores, and used in the preparation of magnetic, wear-resistant,
and high-strength alloys (particularly for jet engines and turbines). Its compounds are also used in the production
of inks, paints, catalysts and battery materials.

Coke ................................................... Coal that has been processed in a coke oven, for use as a reduction agent in blast furnaces and in foundries for
the purposes of transforming iron ore into pig iron.

Coking coal ..................................... Hard coking coal is the highest value segment of the metallurgical coal market segments (see metallurgical coal)
because of its high strength factors to form a strong coke.

Concentration ................................. Physical, chemical or biological process to increase the grade of the metal or mineral of interest.

Copper .............................................. A reddish brown metallic element. Copper is highly conductive, both thermally and electrically. It is highly malleable
and ductile and is easily rolled into sheet and drawn into wire.

Copper anode ................................ Copper anode is a metallic product of the converting stage of smelting process that is cast into blocks and generally
contains 99% copper grade, which requires further processing to produce refined copper cathodes.

Copper cathode ............................. Copper plate with purity higher than or equal to 99.9% that is produced by an electrolytic process.

Copper concentrate ..................... Material produced by concentration of copper minerals contained in the copper ore. It is the raw material used in
smelters to produce copper metal.

Cut-off grade .................................. Cut-off grade is the grade (i.e., the concentration of metal or mineral in rock) that determines the destination of
the material during mining. For purposes of establishing “prospects of economic extraction,” the cut-off grade is
the grade that distinguishes material deemed to have no economic value (it will not be mined in underground
mining or if mined in surface mining, its destination will be the waste dump) from material deemed to have
economic value (its ultimate destination during mining will be a processing facility). Other terms used in similar
fashion as cut-off grade include “net smelter return,” “pay limit,” and “break-even stripping ratio”.

208 | VALE ANNUAL REPORT FORM 20-F


GLOSSARY

CVM ................................................... The Comissão de Valores Mobiliários (Brazilian Securities and Exchange Commission).

DWT ................................................... Deadweight ton. The measurement unit of a vessel’s capacity for cargo, fuel oil, stores and crew, measured in
metric tons of 1,000 kg. A vessel’s total deadweight is the total weight the vessel can carry when loaded to its
maximum permitted load line.

Electrowon copper cathode ...... Refined copper cathode is a metallic product produced by an electrochemical process in which copper is recovered
from an electrolyte and plated onto an electrode. Electrowon copper cathodes generally contain 99.99% copper
grade.

Ferroalloys ....................................... Manganese ferroalloys are alloys of iron that contain one or more other chemical elements. These alloys are used
to add these other elements into molten metal, usually in steelmaking. The principal ferroalloys are those of
manganese, silicon and chromium.

FOB..................................................... Free on board. It indicates that the purchaser pays for shipping, insurance and all the other costs associated with
transportation of the goods to their destination.

Gold ................................................... A precious metal sometimes found free in nature, but usually found in conjunction with silver, quartz, calcite, lead,
tellurium, zinc or copper. It is the most malleable and ductile metal, a good conductor of heat and electricity and
unaffected by air and most reagents.

Grade ................................................. The proportion of metal or mineral present in ore or any other host material.

Hematite Ore .................................. Hematite is an iron oxide mineral, but also denotes the high-grade iron ore type within the iron deposits.

Inferred Mineral Resource.......... Is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited
geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource
is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction
in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level
of geological confidence of all mineral resources, which prevents the application of the modifying factors in a
manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when
assessing the economic viability of a mining project, and may not be converted to a mineral reserve.

Indicated Mineral Resource ....... Is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate
geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource
is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and
evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of
confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only
be converted to a probable mineral reserve.

Iron ore pellets ............................... Agglomerated ultra-fine iron ore particles of a size and quality suitable for particular iron making processes. Our
iron ore pellets range in size from 8 mm to 18 mm.

Itabirite ore ...................................... Itabirite is a banded iron formation and denotes the low-grade iron ore type within the iron deposits.

Limonite............................................ An iron and aluminium oxides rich horizon formed by decomposition of pre-existing rocks within a surface
weathering environment.

Lower Class I………………………… High purity nickel, containing lower levels of deleterious elements, that is used in low premium applications (e.g.,
foundry).

Lump ore .......................................... Iron ore or manganese ore with the coarsest particle size in the range of 6.35 mm to 50 mm in diameter, but
varying slightly between different mines and ores.

Manganese ore .............................. A hard brittle metallic element found primarily in the minerals pyrolusite, hausmannite and manganite. Manganese
ore is essential to the production of virtually all steels and is important in the production of cast iron.

VALE ANNUAL REPORT FORM 20-F | 209


GLOSSARY

Measured Mineral Resource...... Is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive
geological evidence and sampling. The level of geological certainty associated with a measured mineral resource
is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to
support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured
mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral
resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral
reserve or to a probable mineral reserve.

Metallurgical coal .......................... Coal used in the production of steel, comprising multiple segments, including hard coking coal (see hard coking
coal), semi-hard coking coal, semi-soft coking coal, all used to produce coke to feed a blast furnace; and, PCI
(pulverized coal injection) coal used for direct injection fuel source into the blast furnace (see PCI). A bituminous
hard coal with a quality that allows the production of coke. Normally used in coke ovens for metallurgical purposes.

Mineral deposit(s) ......................... A mineralized body that has been intersected by a sufficient number of closely spaced drill holes and/or
underground/surface samples to support sufficient tonnage and grade of metal(s) or mineral(s) of interest to
warrant further exploration-development work.

Mineral reserve .............................. Is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion
of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically
mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for
losses that may occur when the material is mined or extracted.

Mineral resource............................ Is a concentration or occurrence of materials of economic interest in or on the Earth’s crust in such form, grade or
quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a
reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining
dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is
likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization
drilled or sampled.

Mt ....................................................... Million metric tons.

Mtpy .................................................. Million metric tons per year.

Nickel................................................. A silvery white metal that takes on a high polish. It is hard, malleable, ductile, somewhat ferromagnetic, and a fair
conductor of heat and electricity. It belongs to the iron-cobalt group of metals and is chiefly valuable for the alloys
it forms, such as stainless steel and other corrosion-resistant alloys.

Nickel laterite.................................. Deposits are formed by intensive weathering of olivine-rich ultramafic rocks such as dunite, peridotite and
komatiite.

Nickel matte .................................... An intermediate smelter product that must be further refined to obtain pure metal.

Nickel pig iron ................................ A low-grade nickel product, made from lateritic ores, suitable primarily for use in stainless steel production. Nickel
pig iron typically has a nickel grade of 1.5-6% produced from blast furnaces. Nickel pig iron can also contain
chrome, manganese, and impurities such as phosphorus, sulfur and carbon. Low-grade ferro-nickel (FeNi)
produced in China through electric furnaces is often also referred to as nickel pig iron.

Nickel sulfide .................................. Formed through magmatic processes where nickel combines with sulfur to form a sulfide phase. Pentlandite is the
most common nickel sulfide ore mineral mined and often occurs with chalcopyrite, a common copper sulfide
mineral.

Ntk...................................................... Net ton (the weight of the goods being transported excluding the weight of the wagon) kilometer.

Open-pit mining ............................ Method of extracting rock or minerals from the earth by their removal from an open pit. Open-pit mines for
extraction of ore are used when deposits of commercially useful minerals or rock are found near the surface; that
is, where the overburden (surface material covering the valuable deposit) is relatively thin or the material of interest
is structurally unsuitable for underground mining.

Oxides ............................................... Compounds of oxygen with another element. For example, magnetite is an oxide mineral formed by the chemical
union of iron with oxygen.

Palladium ......................................... A silver-white metal that is ductile and malleable, used primarily in automobile-emissions control devices, and
electrical applications.

210 | VALE ANNUAL REPORT FORM 20-F


GLOSSARY

PCI ...................................................... Pulverized coal injection. Type of coal with specific properties ideal for direct injection via the tuyeres of blast
furnaces. This type of coal does not require any processing or coke making, and can be directly injected into the
blast furnaces, replacing lump cokes to be charged from the top of the blast furnaces.

Pelletizing ........................................ Iron ore pelletizing is a process of agglomeration of ultra-fines produced in iron ore exploitation and concentration
steps. The three basic stages of the process are: (i) ore preparation (to get the correct fineness); (ii) mixing and
balling (additive mixing and ball formation); and (iii) firing (to get ceramic bonding and strength).

PGMs ................................................. Platinum group metals. Consist of platinum, palladium, rhodium, ruthenium, osmium and iridium.

Phosphate ........................................ A phosphorous compound, which occurs in natural ores and is used as a raw material for primary production of
fertilizer nutrients, animal feeds and detergents.

Pig iron ............................................. Product of smelting iron ore usually with coke and limestone in a blast furnace.

Platinum ........................................... A dense, precious, grey-white transition metal that is ductile and malleable and occurs in some nickel and copper
ores. Platinum is resistant to corrosion and is used primarily in jewelry, and automobile-emissions control devices.

Precious metals .............................. Metals valued for their color, malleability, and rarity, with a high economic value driven not only by their practical
industrial use, but also by their role as investments. The widely-traded precious metals are gold, silver, platinum
and palladium.

Primary nickel ................................. Nickel produced directly from mineral ores.

Probable mineral reserves .......... Is the economically minerable part of an indicated and, in some cases, a measured mineral resource.

Proven mineral reserves.............. Is the economically minerable part of a measured mineral resource and can only result from conversion of a
measured resource.

Real, reais or R$ ............................. The official currency of Brazil is the real (singular) (plural: reais).

ROM................................................... Run-of-mine. Ore in its natural (unprocessed) state, as mined, without having been crushed.

Saprolite ........................................... Clay-rich horizon formed by decomposition of pre-existing rocks within a surface weathering environment.

Secondary or scrap nickel .......... Stainless steel or other nickel-containing scrap.

Seaborne market ........................... Comprises the total ore trade between countries using ocean bulk vessels.

Silver .................................................. A ductile and malleable metal used in photography, coins and medal fabrication, and in industrial applications.

Sinter feed (also known as


fines) .................................................. Iron ore fines with particles in the range of 0.15 mm to 6.35 mm in diameter. Suitable for sintering.

Sintering ........................................... The agglomeration of sinter feed, binder and other materials, into a coherent mass by heating without melting, to
be used as metallic charge into a blast furnace.

Slab .................................................... The most common type of semi-finished steel. Traditional slabs measure 10 inches thick and 30-85 inches wide
(and average 20 feet long), while the output of the recently developed “thin slab” casters is two inches thick.
Subsequent to casting, slabs are sent to the hot-strip mill to be rolled into coiled sheet and plate products.

Stainless steel ................................. Alloy steel containing at least 10% chromium and with superior corrosion resistance. It may also contain other
elements such as nickel, manganese, niobium, titanium, molybdenum, copper, in order to improve mechanical,
thermal properties and service life. It is primarily classified as austenitic (200 and 300 series), ferritic (400 series),
martensitic, duplex or precipitation hardening grades.

Thermal coal ................................... A type of coal that is suitable for energy generation in thermal power stations, cement plants and other coal fired
ovens/kilns in general industry.

Tpy...................................................... Metric tons per year.

Troy ounce....................................... One troy ounce equals 31.103 grams.

VALE ANNUAL REPORT FORM 20-F | 211


GLOSSARY

Underground mining ................... Mineral exploitation in which extraction is carried out beneath the earth’s surface.

Upper Class I………………………… High purity nickel, containing lower levels of deleterious elements, that is used in high premium applications (e.g.,
plating and super alloys).

U.S. dollars or US$ ........................ The United States dollar.

212 | VALE ANNUAL REPORT FORM 20-F


Signatures

SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused
and authorized the undersigned to sign this annual report on its behalf.

VALE S.A.
By: /s/ Eduardo de Salles Bartolomeo
Name: Eduardo de Salles Bartolomeo
Title: Chief Executive Officer

By: /s/ Gustavo Duarte Pimenta


Name: Gustavo Duarte Pimenta
Title: Executive Vice-President of Finance and Investor Relations

Date: April 12, 2023

213

You might also like