Vale S A : Minutes of Vale's AGE 12/21/2022

MINUTES OF THE VALE S.A. SHAREHOLDERS' EXTRAORDINARY GENERAL MEETING HELD ON THE DECEMBER 21, 2022.

PUBLICLY-HELD COMPANY

CNPJ: 33.592.510/0001-54

NIRE: 33.300.019.766

01. PLACE, DATE AND TIME:

Pursuant to item I, Paragraph 2 of Article 5 of CVM Resolution No. 81/2022 ("Resolution 81"), the Extraordinary General Meeting ("Meeting") was held exclusively digitally, via Zoom, on December 21, 2022, at 11:00 a.m., and is deemed to have been held at the Company's headquarters.

02. CHAIR AND SECRETARY:

Chairman: Mr. Luiz Antonio de Sampaio Campos, indicated in accordance with Art. 9, §1 of the Bylaws.

Secretary: Ms. Maria Isabel dos Santos Vieira.

03. ATTENDANCE AND QUORUM:

The meeting was attended by shareholders representing 84,92% of the Company's share capital, according to (i) the analytical maps prepared by the bookkeeping agent and by the Company itself, pursuant to Article 48, I and II, of Resolution 81, including shareholders who exercised their right to participate and vote remotely, and (ii) the list of shareholders participating via the Zoom digital platform; thus sufficient quorum was confirmed for the installation of the Meeting. Also present was Mr. Gustavo Duarte Pimenta, Vale's Executive Officer of Finance and Investor Relations,

04. DIGITAL PLATFORM REQUIREMENTS:

The Zoom platform meets the requirements of Art. 28, §1 of Resolution 81. Prior to the Meeting, the Chair informed the Shareholders of all the necessary procedures for exercising their rights to participate, voice their opinions and vote via the platform during the Meeting.

Shareholders who participated via Zoom authorized the Company to use any information contained in the recording of the Meeting for all legal purposes.

05. CALL:

Continued Minutes of the Vale S.A. Shareholders' Extraordinary General Meeting held on December 21,

2022.

The Meeting was regularly called through publication of the Call Notice on November 8, 9 and 10, 2022 in the Valor Econômico (Rio de Janeiro), pages C5, E2 and E2, respectively, as well as simultaneous publication on its website, with the following Agenda:

5.1. Amended wording

1. Inclusion of the word "Brazilian" (Art. 1, main section);
2. Provision added for aerial survey (Art. 2, I), to meet the legal requirement;
3. Identification of the country where the Company's headquarters are located (Art.
   3);
4. Adjustment to reflect the cancellation of 220,150,800 common shares, approved by the Company's Board of Directors ("BD") on 07/28/2022 (Art. 5, main section);
5. Titles changed from "Chief Executive Officer" to "President", "Executive Officer(s)" to "Executive Vice President(s)" and "Executive Board" to "Executive Committee", where applicable (Art. 10, main section, §§1 to 4, Art. 14, I, II, III, IV, VII,
   VIII, X, XIV, XV, XVI, XX, XXV, XXVI; Art. 23, main section, §§1 to 3; Art. 24, main section, §§ 1 to 4; Art. 25; Art. 26, main section and Sole Paragraph; Art. 27; Art. 28, main section, §§ 1 and 2; Art. 29, main section, I, VII, XVI, XXI; Art. 30, main section, I, II, IV, V,VI, VIII; Art. 31, main section and II; Art. 32, main section, §§2, 3 and 4; Art. 42, Art. 43; and heading of Chapter IV, Section III);
6. Cross-referenceamendment (Art. 10, §5) and wording amendment (Art. 10, §6; Art. 27; and heading of Chapter IV, Section II); and renumbering (Art. 13, main section);
7. Standardization of the name of the General Meeting (in Portuguese) (Art. 11, §10, IV; Art. 14, XV, XVI and XXIX);
8. The term "financial integrity" replaced by "integrity" (Art. 14, XX);
9. Wording amended to update and replace the terms "environment" with "sustainability", and "labor safety" with "safety" (Art. 14, XXV and Art. 29, XV);
10. Amendment to standardize the nomenclature for the external audit (Art. 21, I);
11. Wording amended and adapted to the new names of the Company's departmental executive bodies (Art. 29, I);
12. Inclusion of the values of "social progress" and "respect" for the environment to ensure compliance of the general direction of Company business (Art. 29, III), in line with Art. 14, VII; and
13. Capitalizing of the term "Bylaws" and linking the deadline for the Fiscal Council's response to the financial statements to the corporate events calendar (Art. 36, main section and Sole Paragraph).

5.2. Changes in Board of Directors and Executive Board meetings

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Continued Minutes of the Vale S.A. Shareholders' Extraordinary General Meeting held on December 21,

2022.

1. Exclusion of the possibility of the Board of Directors appointing a substitute for a Board member in the event of temporary absence (Art. 11, §9);
2. Wording amended and inclusion of (i) provision for electronic deliberation as one of the means for holding Board of Directors and Executive Board meetings; and, (ii) provision that such board meetings may be held in a mixed form (Art. 12, §1 and Art. 26, main section).
3. Possibility established for a Board member who is unable to participate in the meeting by the means provided for in the Bylaws to be considered present if he or she submits a written vote (Art. 12, §2); and
4. Exclusion of the CEO's prerogative to decide individually on matters of collective authority and, consequently, of his duty to inform the Board of Directors about the exercise of such prerogative (Art. 28, §1, (iii) and §3).

5.3. Changes in Board of Directors and Executive Board Authorities

1. Creation of the authority for approval of the Company's corporate and administrative policies, by the Board of Directors and the Executive Board respectively, in accordance with the practice already adopted (Article 14, V and Article 29, II). 29, II), as well as the exclusion of references to the approval of specific policies and the replacement of the terms "policy" with "guidelines" or "general guidelines" or "general principles"
   (Art. 14, IV, XIII, XIX, XXIII, XXV and Art. 29, XV, and exclusion of subitem XXIV of Art. 14), with the consequent renumbering of the following subitems, as per applicable;
2. Text simplified (Art. 14, VII, IX and XXIII);
3. Consolidation of provisions on entering into commitments, contracts and waiver of rights into a single provision (Art. 14, X and Art. 29 XVI with the consequent exclusion of the current clauses XXVIII and XXX of Art. 14 and Art. 29, XVII and XIX);
4. Exclusion of the mention of share purchases (Art. 14, XI and Art. 29, VIII), which is now provided in the following item, according to item 3.5 below;
5. Text simplified and wording amended to provide for the purchase and sale of shares and allow for the delegation of authority from the Board of Directors to the Executive Board as regards corporate transactions, as well as the creation of the Executive Board's corresponding authority to approve such transactions (Art. 14, XII and Art. 29, new IX, with the renumbering of the other clauses of Art. 29);
6. Amendment to Article 14, XIII, to provide for the Board of Directors' authority to periodically assess risk exposure and the effectiveness of the Company's risk management systems, internal controls, and integrity and compliance system, in line with best governance practices;
7. Inclusion of the authority, already exercised by the Board of Directors, to evaluate the Company's external auditors (Art. 14, XVII) and the heads of the corporate governance

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Continued Minutes of the Vale S.A. Shareholders' Extraordinary General Meeting held on December 21,

2022.

office and the Audit and Compliance Office, as well as amendments to the wording to reflect the new name of the office, and to capitalize the word office (Art. 14, XVIII);

1. Inclusion of the authorities, already exercised by the Board of Directors and the Executive Board to, respectively, define the guidelines and prepare the Integrated Report (Art. 14, XXII; and Art. 29, XIV), with the consequent renumbering of the following clauses, as per applicable;
2. Amendments to the wording on the matters of acquisition and disposal of assets and, in the same section, consolidation of matters regarding the provision and contracting of guarantees in general (Art. 14, XXVI; and Art. 29, XV);
3. Transfer of the Board of Directors' residual authority to the Executive Board (deletion of Art. 14, XXIX and creation of Art. 29, XXIII);
4. Alignment of the authorities of the Board of Directors and the Executive Board to approve the contracting of loans and financing, in compliance with the consolidated debt limitations (Art. 14, XXVII and Art. 29, X);
5. Simplified wording and consolidation regarding the approval of the general principles to avoid conflict of interests and execution of transactions with related companies, and the actual execution of such transactions (Art. 14, new XXVIII, with the consequent exclusion of item XXIV of Art. 14 and §3 of Art. 14), as well as the Executive Board being given the authority to approve transactions with related companies, subject to parameters set by the Board of Directors (Art. 29, new XX);
6. Inclusion of Board of Directors' authority to approve subscription bonuses, within the authorized capital (Art. 14, new XXXI);
7. Inclusion of Board of Directors' authority to approve the internal regulations of the board and its Advisory Committees (Art. 14, new XXXIII), according to the practice already adopted;

1. Inclusion of Board of Directors' authority to annually evaluate and disclose the independence of its members (Art. 14, new XXXIV), according to the practice already adopted;

1. New item added, wording amended and consolidation in the same provision about the Executive Board's delegation of authority to appoint persons to entities in which Vale has a stake (transformation of §1 into a new item XXXVI of Article 14, with the exclusion of the former §2 of the same article), and wording amended in relation to the delegations of authority by the Board of Directors to the Executive Board (Article 29, new item XXII);
2. Consolidate the clauses that address the Executive Board's authority to establish the individual limits of authority for the members of the Executive Board and throughout the
   Company's hierarchy, excluding the obligation to inform the Board of Directors about the individual limits of authority (Art. 29, XIX, with the exclusion of former clause XX); and
3. Amendment to the wording on voting guidelines to establish that they must obey the criteria and limits established in the policies and standards, as well as providing for possible delegation (transformation of §1 of Art. 29 into a new item XXI).

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Continued Minutes of the Vale S.A. Shareholders' Extraordinary General Meeting held on December 21,

2022.

5.4. Provisions about the Advisory Committees to the BD

1. Reduction from 7 to 5 permanent Advisory Committees, renamed to optimize their scope (Art. 15, main section), with the consequent adaptation of the new names of the Nomination Committee (Art. 11, §10, I) and Audit Committee (Art. 14, XVII, Art. 18, §1º, Art. 19, main section, title of subsection IV of Chapter IV, Art. 20, main section and V, new §§1 and 2, Art. 21 main section, Art. 22, and Art. 31, IV) in the Bylaws;
2. Amendment to make it clear that the foreseen creation is for non-permanent committees of the BD (Art. 15, §1);
3. Exclusion of the criterion of proven experience to be a Committee member (Art.
   17);
4. New wording of main section of Art. 18 to provide that all members of the Committees must be members of the BD (exclusion of Art. 15, §3 and Art. 18, §1);
5. Amendment to the wording and inclusion of removal from office or resignation as hypotheses for terminating committee members' term of office (Art. 18, new sole paragraph);
6. Wording amendment (Art. 19, main section);
7. Change in the requirements for membership of the Audit Committee, which will now be composed exclusively of independent Directors (Article 20, II, with the exclusion of items I, III and §1 and renumbering of the other provisions), and wording amended to provide greater clarity regarding cases of prohibition to act as a member of the Audit Committee (Article 20, V); and
8. Inclusion of a provision to clarify that the scope of the Audit Committee is limited to the policies of its area of engagement and standardization of the name of the policy on transactions with related companies (Art. 21, VI).

5.5. Consolidation of the Bylaws to reflect the changes approved in the Meeting.

Furthermore, all the documents required by Law 6,404/1976 and the rules of the Securities and Exchange Commission of Brazil ("CVM") applicable to the matters on the Agenda, including de consolidated By-Laws, reflecting the proposed changes, were made available to the Company's shareholders on the Company's investor relations website and through the CVM's IPE System upon publication of the Call Notice.

6 - READING OF DOCUMENTS:

In compliance with the provisions of Article 45, paragraph 2, of Resolution 81, the consolidated synthetic voting map released to the market on 12.20.2022 was presented, and the results of each resolution were projected to the Shareholders. Furthermore, for the sake

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