VALE S.A.
(Exact name of Registrant as specified in its charter)

Federative Republic of Brazil
(Jurisdiction of incorporation or organization)

Luciano Siani Pires, Chief Financial Officer
Phone: +55 21 3485 5000

Praia de Botafogo 186 – offices 701 – 1901 – 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:

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FORM 20-F CROSS REFERENCE GUIDE

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Form 20-F cross-reference guide

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I. OVERVIEW

We are one of the largest metals and mining companies in the world, based on market capitalization. We are one of the world's largest producer of iron ore and nickel. We also produce iron ore pellets, manganese ore, ferroalloys, metallurgical and thermal coal, copper, platinum group metals (PGMs), gold, silver and cobalt. We are presently engaged in greenfield mineral exploration in five countries. We operate large logistics systems in Brazil and other regions of the world, including railroads, maritime terminals and ports, which are integrated with our mining operations. In addition, we have a distribution center to support the delivery of iron ore worldwide. Directly and through affiliates and joint ventures, we also have investments in energy and steel businesses.

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 701-1901 – 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.

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BUSINESS OVERVIEW

RUPTURE OF THE TAILINGS DAM AT THE CÓRREGO DO FEIJÃO MINE

On January 25, 2019, a tailings dam ("Dam I") failed at our Córrego do Feijão mine, in the city of Brumadinho, state of Minas Gerais. The rupture released a flow of tailings residue, which affected our administrative area at the Córrego do Feijão mine and parts of the communities of Córrego do Feijão and Parque da Cachoeira outside of Brumadinho, reaching the nearby Paraopeba River. The dam rupture resulted in 270 fatalities or presumed fatalities, and also caused extensive property and environmental damage in the region.

We reaffirm our respect for the victims and their families, and thank the authorities engaged with the search and rescue measures, and those who have dedicated time and effort to provide support and comfort amidst such tragedy. Since the first hours following the rupture of Dam I, we have provided assistance to the victims and impacted families, support to restore the livelihood of the people affected, and means to help them cope with the losses. We have also provided support to local governments and public entities, given the extent of the impacts of the dam rupture and of the suspension of our operations in the region.

Repairing the damage in a fair and agile way is fundamental to the families affected by the rupture of Dam I, and we have prioritized initiatives and resources to that end. Based on open dialogue with the authorities and the affected communities, we developed the Integral Reparation Program, based on social, environmental and infrastructure pillars, to ensure that actions and resources will effectively compensate individuals and communities, recover the environment and enable the sustainable development of Brumadinho and its surroundings.

As we move forward on our path to making our business better, valuing people, safety and reparation, we continue firm in our ambition to become one of the safest and most reliable companies in the world. We will never forget Brumadinho.

Dam I

The Córrego do Feijão mine is part of the Paraopeba complex, in the Southern System. Dam I was first built in 1976 by Ferteco Mineração, a company we acquired in 2001. Dam I received disposed tailings from the Córrego do Feijão and Jangada mines from 1976 until it became inactive in 2016. Dam I contained approximately 11.7 million cubic meters of iron ore tailings.

The dam was raised by building successive layers (lifts) above the tailings accumulated in the reservoir, a technique known as the "upstream" method. There are two other raising methods, the "downstream" method and the "centerline" method, in which the dam is raised by placing new layers away from the initial dam or on top of it, as opposed to over the accumulated tailings. Each of these methods presents a different risk profile.

Vale's response

Since the date of the dam rupture, we have focused on (i) providing full and effective assistance to the victims and reparation of the damages, (ii) determining the causes of the rupture of Dam I, and (iii) preventing further accidents through the adoption of improved technical standards and accelerating the decharacterization of our upstream dams in Brazil, in compliance with applicable Brazilian regulations.

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(i) Immediate support to victims and families

We have provided humanitarian assistance to victims and families from the very first moments. Immediately following the rupture of Dam I, we contacted the local authorities and activated our Emergency Mining Dam Response Plan (Plano de Ação de Emergência para Barragens de Mineração (PAEBM)) to locate and rescue victims and provide immediate aid to affected parties, including employees and members of the community. Support to people affected has been offered on a broad basis, with large teams dedicated to listening to the people affected, recording their emergency requirements, ensuring the immediate assistance and delivering them updates in the fastest way possible. A variety of actions were taken to offer aid and relief to people affected by the rupture of Dam I.

We took measures to mobilize ten hospitals and health units, as well as seven assistance centers to provide emergency healthcare and psychological and social assistance to those in need. More than 14,000 medical and psychological consultations and 185,000 pharmacy items have been provided. We made donations to the families of deceased or missing individuals, to assist them with financial expenses in such a critical moment, regardless any future compensation. Donations were also made, starting a few days after the dam rupture, to those who lived or had business activities or real estates in the Self-Rescue Zone. Basic items, such as water, food and shelter, were made available to the communities in need.

Over 580 million liters of water have been supplied to the population, artesian wells have been drilled and a new water pipeline was built to serve the municipality of Pará de Minas. For people who had to be evacuated from neighborhoods close to the impacted areas, we have provided full support with relocation, temporary or permanent housing and the overall well-being.

We mobilized over 700 professionals, including veterinarians, biologists, technicians and field staff to support the rescue of fauna and mitigate environmental impacts, and provided a hospital and an animal shelter. Over 9,800 animals have been rescued so far, and more than 500 remain under our care.

We have also made financial contributions over R$400 million to the city of Brumadinho, ten municipalities impacted by suspended mining operations and the state of Minas Gerais. Donations were directed to public entities engaged with the search and rescue efforts, especially the State Fire Department, the State Civil Defense, and the State Military Police. State-of-the-art equipment was bought for the Institute of Forensics of Belo Horizonte.

We have also performed emergency infrastructure works to ensure the fast reestablishment of logistics, such as the installation of the Alberto Flores bridge, which grants safe access to the central area of Brumadinho.

(ii) Reparation and remediation efforts

We have been working with authorities and affected communities to remediate the environmental and social impacts of the rupture of Dam I. In addition to the emergency actions discussed above, we have entered into 27 agreements with authorities, on a variety of matters. Below is a summary of the preliminary agreements we have entered into with public authorities to establish a framework of for indemnification and reparation measures:

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Preliminary settlement agreement with the Brazilian Federal Government, the state of Minas Gerais and public prosecutors.  In February 2019, we entered into a preliminary settlement agreement with the state of Minas Gerais, the Federal Government, public prosecutors of the state of Minas Gerais, federal prosecutors, public defenders of the state of

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Minas Gerais and other public authorities. Under this agreement, we committed to make monthly emergency aid payments to residents of Brumadinho and the communities located downstream of Dam I, up to one kilometer from the Paraopeba riverbed, from Brumadinho to the city of Pompéu for one year, retroacting to January 2019. In October 2019, we entered into a new agreement to extend payments for 10 months, with a narrower scope. The total amount paid as emergency aid pursuant to these agreements will be deducted from an eventual collective damages payment to be agreed in the future.

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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 permit those affected by the dam rupture to join individual or family group out-of-court settlement agreements for the indemnification of property, and other economic and personal damages (danos morais) sustained by affected persons. This agreement establishes the basis for a wide range of indemnification payments. As of March 31, 2020, we entered into 2,267 indemnification agreements with individuals or groups, corresponding to 4,898 beneficiaries, providing for payments in the amount of approximately R$857 million.



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Settlement agreement with public labor prosecutors.  In July 2019, we entered into a final settlement agreement with the public labor prosecutors to indemnify workers who were based at Córrego do Feijão mine or were otherwise victims of the dam rupture. The settlement agreement established standards to indemnify the families of the workers and also provides for employment stability to our employees and outsourced workers, whose workplace was the Córrego do Feijão mine on the day of the dam failure, and to the survivors who were working at the Córrego do Feijão mine at the moment of the dam failure, for the period of three years from the date of the dam rupture, with the possibility of conversion of this stability right into the proportional amount of money that these employees and outsourced workers would have received until the date of completion of such three-year period (i.e. January 25, 2022). Spouses or companions and parents of deceased workers will be granted lifetime health insurance and children of deceased workers will be granted health insurance, until the age of 25. As of March 31, 2020, we entered into 615 indemnification agreements with individuals or groups pursuant to this settlement agreement, corresponding to 1,578 beneficiaries and 244 families of deceased workers, providing for payments in the total amount of approximately R$1,007 million. The settlement agreement also provided for the payment of R$400 million as collective moral damages (danos morais coletivos), which we fully paid in 2019. Finally, the settlement agreement determined the release of R$1.6 billion initially blocked from us.



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Environmental remediation and compensation.  Between February 2019 and February 2020, we entered into 12 agreements with public authorities, relating to environmental matters and providing for specific remediation and compensation measures, including, among other actions, emergency measures relating to domestic and wild fauna affected by the rupture of Dam I, and actions to restore water collection at the Paraopeba River, improve water collection points around the area affected by the dam rupture, and monitor the water quality in the Paraopeba River and São Francisco River Basin. We also launched the "Ground Zero Project", a pilot project for environmental recovery.



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Other agreements.  We entered into 12 other agreements with authorities to cover specific topics, such as: (i) support to the municipalities in providing public services and infrastructure; (ii) emergency payments to families relocated in Barão de Cocais and for the Pataxós indigenous community; and (iii) external audits and asset integrity studies, providing

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technical support for the authorities, with measures to review and reinforce structures and suspension of operations.

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Other negotiations.  In addition, we are negotiating with the Government of the State of Minas Gerais and public authorities that are part of the task force group constituted to investigate the failure of Dam I an additional agreement regarding collective damages indemnification and further compensation for the society and environment, with the goal of creating a stable legal framework for the execution of reparation and compensation measures. Based on the current terms under early-stage discussions and preliminary estimates, this agreement could result in an additional provision ranging from US$ 1.0 billion to US$ 2.0 billion. Accounting impacts, if any, will be recorded when an agreement is reached.

Based on the dialogue with impacted communities and with authorities, we have developed a comprehensive program to repair the damage caused, encompassing economic measures already included in legal agreements as well as non-economic compensation measures.

On the environmental front, a plan was developed to remove and treat tailings, recover fauna and flora and ensure the water catchment and supply to the Belo Horizonte metropolitan region. Two water treatment stations (ETAF) are already operating to clean and return treated water to the Ferro-Carvão stream and the Paraopeba river. The "Ground Zero Project" is a pilot project to fully recover the original conditions of the Ferro-Carvão stream by 2023.

On the socio-economic front, non-economic compensation measures aim to ensure respect for human rights and are being negotiated, focused on the perspectives and demands of the affected communities and public authorities. Our initiatives are being designed to provide structured assistance for long-term results in education, healthcare and well-being, employment and income generation, ultimately enabling sustainable development in the region. Some initiatives in place welcome residents of Brumadinho to share their experiences and feelings, with a view to rebuilding self-esteem and strengthening the sense of belonging to that community and location. Activities are also developed to enhance local vocations, such as cultural tourism, productive backyards, community gardens and handicrafts.

We know that there is still a lot to be done to fully restore Brumadinho and reaffirm our commitment to doing so. For further information on the updated balance of our actions taken so far, see the following website: vale.com/repairoverview. Information on our website is not incorporated by reference in this annual report on Form 20-F.

(iii) Determination of the causes for the rupture of the dam

Immediately after the dam rupture, our external legal advisors engaged an expert panel to conduct an investigation into the causes of the dam rupture. On December 12, 2019, the expert panel released its report on the technical causes of the rupture of Dam I.

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The panel found that the rupture and resulting flow slide was the result of flow (static) liquefaction within the tailings in the dam.



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According to the panel's report, the following factors contributed to instability in Dam I: (i) a design that resulted in a steep upstream constructed slope; (ii) water management within the tailings impoundment that at times allowed ponded water to get close to the crest of the dam, resulting in the deposition of weak tailings near the crest; (iii) a setback in the design that pushed the upper portions of the slope over weaker fine tailings; (iv) a lack of significant

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internal drainage that resulted in a persistently high water level in the dam, particularly in the toe region; (v) high iron content of tailings, resulting in heavy tailings with bonding between particles, which created stiff tailings that were potentially very brittle if triggered to become undrained; and (vi) high and intense regional wet season rainfall that can result in significant loss of suction, producing a slight loss of strength in the unsaturated materials above the water level.

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We are evaluating the potential effect of the factors identified by the expert panel on our determinations about safety and stability at our other structures, particularly upstream tailing dams.

Our Board of Directors also established, immediately after the dam rupture, three independent ad hoc advisory committees to support the Board in matters relating to the dam rupture: the Independent Ad Hoc Consulting Committee for Investigation (CIAEA), the Independent Ad Hoc Consulting Committee for Support and Recovery (CIAEA-R) and the Independent Ad Hoc Consulting Committee for Dam Safety (CIAESB).

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The Independent Ad Hoc Consulting Committee for Investigation (CIAEA) was established to conduct an independent investigation into the causes of the dam rupture and to advise our Board of Directors in connection with these matters. The committee was chaired by Dr. Ellen Gracie, former Justice of the Federal Supreme Court (STF). On February 20, 2020, the CIAEA provided its investigation report to our Board of Directors. An executive summary of the report was published the same day. The committee reported on its investigation, provided its observations and, based on its observations, made recommendations concerning our controls and governance, changes in our internal organization, our culture, and our ability to identify risks and take action to address them. Because the committee investigated the circumstances that existed prior to the rupture of Dam I, some of the actions we have taken since then may address aspects of the committee's recommendations, but we are in the process of evaluating the committee's report. On March 20, 2020, we announced a detailed plan with deadlines for the implementation of measures to address the committee's recommendations. There can be no assurance that the measures we have taken or will take, including in response to the committee's recommendations, will be effective to prevent future accidents.



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The Independent Ad Hoc Consulting Committee for Support and Recovery (CIAEA-R) was established to monitor our measures to support the affected community and to remediate the impacted area, and our provision of resources for this purpose, and to recommend measures to our Board of Directors in connection with these matters. On February 20, 2020, the committee provided its investigation report to our Board of Directors. The report recognizes that we have made significant efforts for the reparation since the rupture of Dam I, but also indicates that there are challenges for the evolution of the reparation process. The report provides recommendations to the Board of Directors with respect to the improvement and monitoring of our action plans, and technical and operational suggestions to our management to contribute to the effective fulfillment of the action plans.



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The Independent Ad Hoc Consulting Committee for Dam Safety (CIAESB) was established to monitor safety initiatives, risk management and risk mitigation efforts related to our dams and recommending measures to strengthen safety at these dams. In March 2020, our Board of Directors decided to extend the term of the committee for one year.

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(iv) Prevention of further accidents and decharacterization of upstream dams

In April 2019, we created a special department in charge of reparation and development (Diretoria Especial de Reparação e Desenvolvimento). This department is responsible for all social, humanitarian, environmental, and structural recovery actions to be carried out in Brumadinho and in the 22 municipalities along Paraopeba river up to Retiro Baixo dam in the state of Minas Gerais, and the coordination of actions with communities in the Self-Rescue Zone and Secondary Safety Zone of the dams. The head of the department reports to our CEO and participates in weekly meetings of our management to report and discuss the progress of the initiatives.

In January 2019, we decided to accelerate our plan to "decharacterize" all of our dams located in Brazil built using the upstream raising method. Following the announcement of our decision, the Brazilian National Mining Agency ("ANM") approved new safety standards for dams and required the decharacterization of structures built under the upstream method. Our plan aims to decharacterize dam structures in accordance with new federal and state regulations (ANM Regulation no. 13/2019 and the Minas Gerais State Law no. 23.291/2019). The term "decharacterization" means reintegrating the dam and its contents into the local environment.

We have been working to develop a detailed engineering plan to decharacterize each of those upstream dams. The updated plan for each structure takes into consideration whether downstream containment structures should be built, depending on the level of safety of the structure. As of December 31, 2019, we recognized provisions in connection with the decharacterization of dams in the aggregate amount of US$2.625 billion.

In December 2019, we concluded the decharacterization of the 8B dam in the city of Nova Lima and the construction of a containment structure for the Sul Superior dam in the city of Barão de Cocais. We expect to conclude the downstream containment structures for B3/B4 and Forquilha I, Forquilha II and Forquilha III dams in the first half of 2020.

In 2019, due to the ANM's technical reevaluation of the construction methods of our dams and other structures, we included additional dams in our decharacterization plan. Additionally, smaller dikes that were raised through the upstream method and drained stacking, that are now required to comply with the requirements imposed by the ANM, will also be decharacterized.

We are currently working on the improvement of engineering solutions to decharacterize all of these structures. These projects are subject to further review and eventual approval by the relevant authorities. The costs and provisions associated with the decharacterization of our upstream dams and structures are based on several assumptions and estimates that depend, in part, on factors that are beyond our control.

We also operate tailings dams outside of Brazil (Canada and New Caledonia), including compacted outer shell upstream dams in Canada. We are not planning to decharacterize these upstream dams, as decharacterization is not required or contemplated under local regulations.

Impacts of the rupture of Dam I on Vale

The impacts of the dam rupture on our operations and results of operations were very significant, but their full scale and scope remain uncertain. Some of the major impacts are described below.

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(i) Impacts on our financial performance and results of operations

The rupture of Dam I had an extensive impact on our financial performance and results of operations as of and for the year ended December 31, 2019. The main impacts in our income statement for the year ended December 31, 2019 was (i) US$7.402 billion, including expenses and provisions to meet our obligations in connection with the decharacterization of our upstream dams and the obligations we assumed in preliminary settlement agreements, and (ii) a loss of US$235 million in the "impairment and disposal of non-current assets" attributable to the write-off of the Córrego do Feijão mine and other upstream dams. See Operating and Financial Review and Prospects—Overview—Rupture of Dam I.

(ii) Liabilities and legal proceedings

Our potential liabilities resulting from the dam rupture are significant. We are continuously evaluating these contingencies and may recognize additional provisions in the future. We are already subject to several legal proceedings and governmental investigations relating to the rupture of Dam I, and we expect to face other such proceedings and investigations. For additional information regarding the legal proceedings relating to the rupture of Dam I, see Additional Information—Legal proceedings. We will continue to cooperate fully with the authorities and support the investigations into the dam rupture, and will also contest any proceedings that we believe are unjustified.

As of December 31, 2019, we recognized provisions in the total amount of US$3.925 billion related to preliminary settlement agreements with authorities for compensation to affected persons and communities, donations and projects to restore the environment, including (i) US$2.735 billion in connection with social and economic compensation and (ii) US$1.190 billion in connection with environmental restoration and compensation. Our potential liabilities resulting from the dam rupture are significant, and additional provisions might be expected.

(iii) Suspension of operations

Following the dam rupture, we have suspended various operations, either voluntarily or as a result of revocation of licenses or court orders. The suspension of operations in its most critical level totaled 92.8 million metric tons per year of production capacity, but part of these operations resumed during 2019. Additional operations may be suspended as a result of new laws and regulations relating to the use of dams, or our inability to obtain the required licenses or the stability reports required by applicable regulations, as discussed below.

Below is a summary of operations suspended since the date of the dam rupture.

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Southern System:  In addition to Córrego do Feijão and Jangada mines, which were directly affected by the rupture of Dam I, we temporarily suspended operations at the entire Vargem Grande and Fábrica complexes in February 2019. In July 2019, the ANM authorized the partial resumption of dry processing operations at the Vargem Grande complex, which enabled 5.0 million metric tons of additional production in 2019, which represents 12.0 million metric tons per year of production capacity.



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Vargem Grande—We expect operations at the Vargem Grande pellet plant to resume in the third quarter of 2020. The pellet feed for pellet production is expected to be sourced from the site's beneficiation plant, which will require tailings disposal at the Maravilhas I dam and Cianita waste dump until the start-up of the Maravilhas III dam, which is expected to occur in the last quarter of 2020. In

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order to resume operations at the pellet plant, we will need to run trigger tests, which require approval by an external audit of the state prosecutors of the state of Minas Gerais (MPMG). In order to restart the Vargem Grande beneficiation plant and its economic mining plan, we will need to obtain approval from the ANM.

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Fábrica—We expect operations at the Fábrica complex to resume in the second quarter of 2020. In order to resume operations, we will need to run vibration trigger tests to certify the absence of impacts to the site's structures, which require the approval from the ANM and by the external audit to be conducted by the MPMG We expect to operate using wet processing with tailings disposal at the Forquilha V Dam starting in the third quarter of 2020.



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Southeastern System:  Our operations at the Timbopeba mine are suspended, while the Alegria and Brucutu mines are partially operating.



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Brucutu—Our operations at the Brucutu mine were suspended in February 2019, resumed in June 2019, and subsequently partially suspended in December 2019 while we assess the geotechnical characteristics of the Norte Laranjeiras dam. We have extended the suspension of tailings disposal while a geotechnical assessment of the structure's conditions is being conducted. The findings of the assessment will determine the corrective actions, if any, to resume tailings disposal at the Norte Laranjeiras Dam. As a result, the Brucutu plant will continue to operate with approximately 40% of its capacity, while utilizing wet processing with tailings filtration, with the impact of the partial suspension being estimated at approximately 1.5 million metric tons per month. As of the March 31, 2019 deadline under applicable regulations, we did not obtain a certification of stability ("DCE") for the Norte Laranjeiras dam. Our geotechnical and operational teams are testing short-term alternatives for tailings disposal, such as the optimized use of the Sul dam, which may restore the Brucutu plant's processing capacity to 80%.



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Alegria—Our operations at the Alegria mine were suspended by the ANM in March 2019 but, in November 2019, the ANM reversed its decision, authorizing us to resume production of approximately 8 million metric tons of iron ore per year of production capacity.



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Timbopeba—We expect to receive the necessary authorization from the MPMG to restart operations at the Timbopeba site using dry processing in the first half of 2020, after the evaluation of the external audit by the MPMG. We expect wet processing activities at the Timbopeba mine to resume in the last quarter of 2020, following the completion of a pipeline to dispose tailings at the Timbopeba pit. We are evaluating alternatives to resume wet processing sooner.

(iv) New regulations

Various governmental authorities have approved or proposed new regulations relating to licensing, use and operations of dams in response to the Dam I rupture. Additional rules imposing restrictions on mining operations and ancillary activities are expected. Also, new taxes, contributions or other obligations may be imposed on us as a result of the rupture of Dam I or its direct or indirect impacts. These rules may affect not only our iron ore operations, but also our base metals operations in Brazil and other operations that rely on dams.

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Minas Gerais state law on licensing of dams.  A statute approved by the state of Minas Gerais in February 2019 prohibits the increase, modification or construction of any upstream dam, and provides for the full decharacterization of any upstream dam by February 2022. The statute also prohibits the increase, modification or construction of any dam if communities are established within its Self-Rescue Zone (Zona de Autossalvamento or "ZAS"), 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. Although this statute permits the construction of new dams and the use of existing dams built using other techniques, it imposes significant restrictions on them as well. As a result, we may not be able to rely on tailings dams for new projects and expansion of existing operations.



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ANM rules.  In 2019, the ANM, Brazil's national mining agency, issued resolutions on dam safety requiring companies that own upstream dams to submit a technical decharacterization project by August 2019 and to fully decharacterize these upstream dams following certain timetables based on the volume and the characteristics of the dam. In addition, the resolution requires the decharacterization of our facilities located within the Self-Rescue Zone of a tailings dam.



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As a result of new regulations, the licensing process for our operations may become longer and more uncertain, and our costs of monitoring and compliance are expected to increase. These additional laws and regulations may impose restrictions on our operations, require additional investments or eventually require us to suspend additional operations.

We will need to rely on alternative methods to continue operating certain of our mines and plants, particularly those that rely on tailings dams. We have approved projects and further studies are in progress, to apply a residue disposal technology that consists of filtering and stacking of partially or totally dewatered tailings, which will reduce our reliance on tailings dams in the medium and long term. These alternative technologies will cause an increase in our production costs and require additional investments in our mines and plants.

(v) Impact on reserves

Our reported reserves have been affected by the ongoing investigations and legal proceedings involving the use of dams in our mining operations and by the new rules relating to licensing, use and operations of dams, which were adopted in response to the Dam I rupture. See Information on the Company—Reserves These proceedings and regulations may impact our iron ore reserves and reserves for other products for which the production process involves dams.

(vi) Uncertainties arising from increased safety requirements and external expert certification

We are required to obtain a certification of stability (Stability Condition Statement, or "DCE"), which is provided by external experts following an audit, for most of our dams in Brazil in six-month intervals by March 31 and September 30 of each year, and for some, on an annual basis. Brazilian state and federal authorities are strengthening regulations on dam safety. External experts may be unwilling to provide these reports and certificates as a result of the uncertainties regarding the causes of the Dam I rupture, the increasing risk of liability, and uncertainties concerning the interpretation of new regulations. If any of our dams is unable to comply with safety requirements, we may need to suspend related operations, evacuate the area surrounding the dam, relocate communities and take other emergency actions.

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In January 2020, we implemented the role of Engineer of Record ("EoR") as an additional step in the assessment of our structures in Brazil. Among its duties, the EoR is responsible for carrying out regular dam safety inspections, as well as the issuance of monthly technical reports. The EoR is integrated with our lines of defense and senior management level, and not part of our operations, so as to have the requisite authority for this type of role. In this model of continuous supervision, if a change in the stability of any of our structures is identified, a new audit process may be initiated to obtain a DCE at any point in the year.

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In September 2019, we obtained DCEs for 82 of our operational structures in Brazil and did not obtain DCEs for 18 structures, including upstream dams that are being decharacterized, and other structures that are undergoing additional studies and works. The operations of these 18 structures have been suspended, and we have followed the emergency plans for each of them.



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In 2019, we started emergency actions after an external consultant revoked a stability report relating to the Sul Superior dam at our Gongo Soco mine (in the Minas Centrais complex in the Southeastern System), in Barão de Cocais, Minas Gerais. As a result, we relocated about 500 residents of the Socorro, Tabuleiro and Piteiras neighborhoods of Barão de Cocais in the downstream area of the Sul Superior tailings dam. The Sul Superior dam has been inactive since April 2016, when we suspended iron ore production at the Gongo Soco mine. As an additional safety measure, we intensified inspections of the Sul Superior dam, installed new monitoring equipment and engaged additional consultants to perform a new safety assessment. In addition, based on the Emergency Action Plan for Mining Dams (PAEBM) for the B3/B4 dam at the Mar Azul mine, in the city of Nova Lima, Minas Gerais, we relocated about 200 people from the Macacos neighborhood in the downstream area of the B3/B4 tailings dam, which has been inactive.



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On September 30, 2019, following an auditing process, external auditors renewed the certification of stability (Stability Condition Statement, or DCE) for 82 of our operational structures. We were not able to renew the DCE for the following structures: Pontal System, Campo Grande, Doutor, Marés II, VI, Sul Inferior, Maravilhas II, Dique B, Capitão do Mato, Vargem Grande, Capim Branco, Captação de Água do Igarapé Bahia, Forquilha II, Grupo, Sul Superior, B3/B4, Forquilha I and Forquilha III.



•

After September 30, 2019, the Itabiruçu, Santana and Norte/Laranjeiras dams also had the emergency level triggered due to operational conditions and further investigations, but these structures did not lose theirs DCEs.



•

In October 2019, we identified some anomalies during a routine inspection in Forquilha IV dam. As a result the DCE for this dam has been withdrawn. The Forquilha IV dam has not received tailings since February 2019.



•

In February 2020, we activated level 2 of the Mining Dams Emergency Action Plan (PAEBM) of the Capitão do Mato Dam, at the Capitão do Mato mine, in Nova Lima (MG). As a result, we evacuated all people in the Self-Rescue Zone of this dam, as a preventive measure due to the volume of rainfall recorded in the region, higher than the historical average.



•

On March 31, 2020, after the EoR's assessment, we obtained DCEs for 78 of our operational structures in Brazil. Nine dams at emergency levels 2 and 3 of the Mining Dams Emergency Action Plan (PAEBM) were not granted a DCE. We had already evacuated people in the Self-Rescue Zone of these dams, with the exception of the Doutor dam, for which the Self-Rescue Zone evacuation plan was initiated in February 2020 and will be concluded by

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the end of April 2020. Seventeen other structures, all currently inactive, did not obtain DCEs. We are not required to evacuate people in the Self-Rescue Zone of these 17 structures, as they are classified as emergency level 1 of the PAEBM.

Ferrous minerals:

•

Iron ore and iron ore pellets.    We operate four systems in Brazil for producing and distributing iron ore, which we refer to as the Northern, Southeastern, Southern and Midwestern Systems. Each of the Northern and the Southeastern Systems is fully integrated, consisting of mines, railroads, maritime terminals and a port. The Southern System consists of two mining complexes and two maritime terminals. We also have iron ore pellet operations in several locations, some of which are conducted through joint ventures. We currently operate eleven pellet plants in Brazil (four of these plants are currently suspended), and two in Oman. We also have a 50% stake in Samarco Mineração S.A. ("Samarco") and 25% stakes in two pellet companies in China.



•

Ferroalloys and manganese.    We conduct our manganese mining operations through Vale S.A. and subsidiaries in Brazil, and we produce several types of manganese ferroalloys through a wholly owned subsidiary in Brazil.

Base metals:

•

Nickel.    Our principal nickel mines and processing operations are conducted by our wholly owned subsidiary Vale Canada Limited ("Vale Canada"), which has operations in Canada,

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Indonesia and New Caledonia. We also have nickel operations in Onça Puma, in the Brazilian state of Pará. We also control and operate nickel refining facilities in the United Kingdom, Japan and China, and have interests in a nickel refinery in South Korea.

•

Copper.    In Brazil, we produce copper concentrates at Sossego and Salobo, in Carajás, in the state of Pará. In Canada, we produce copper concentrates, copper matte and copper cathodes in conjunction with our nickel mining operations at Sudbury and Voisey's Bay.



•

Cobalt, PGMs and other precious metals.    We produce cobalt as a byproduct of our nickel mining and processing operations and refine it at our Port Colborne facilities, in the Province of Ontario, Canada. We produce refined cobalt in our Long Harbour facilities in Newfoundland and Labrador. We also produce cobalt as a byproduct of our nickel operations in New Caledonia. We produce PGMs as byproducts of our nickel mining and processing operations in Canada. The PGMs are concentrated at our Port Colborne facilities. We produce gold and silver as byproducts of our nickel mining and processing operations in Canada, and gold as a byproduct of our copper mining at Sossego and Salobo in Brazil.

Coal:

•

We conduct our coal operations in Mozambique, through our subsidiary Vale Moçambique S.A. ("Vale Moçambique"), where we are ramping up our metallurgical and thermal coal operations.

Logistics infrastructure:

•

We are a leading operator of logistics services in Brazil and other regions of the world, with railroads, maritime terminals, distribution centers and ports. Two of our four iron ore systems include an integrated railroad network linked to port and terminal facilities. We also have an interest in MRS Logística S.A. ("MRS"), which transports our iron ore products from the Southern System mines to our maritime terminals, and VLI S.A. ("VLI"), which provides integrated logistics solutions to general cargo through railroads, inland and maritime terminals in Brazil. We operate the logistics infrastructure to support our coal operations in Southeastern Africa. We charter dry bulk vessels to transport the products that we sell on a cost and freight ("CFR") basis to our customers.

BUSINESS STRATEGY

2019 was a very challenging year for us. We know that there is much to be done to address the effects of the rupture of Dam I at the Córrego do Feijão mine. We will manage the liabilities arising from this deeply regretted event, and we are committed to learning and sharing the lessons from the dam rupture. With this purpose, we are dedicated to going beyond our commitment to restore Brumadinho and to build a better Vale, based on the following main pillars:

•

Safety and operational excellence.



•

New pact with society.



•

Maximize flight-to-quality in iron ore.



•

Base metals transformation.



•

Discipline in capital allocation.

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Below are the highlights of our major business strategies.

Safety and operational excellence

We are fully committed to addressing the effects of the rupture of Dam I, with three key initiatives: (i) assistance to victims and recovery of the affected areas, (ii) determination of the causes of the dam rupture, and (iii) prevention of further accidents through adoption of the highest technical standards and accelerated decharacterization of all upstream dams.

In 2019, we created a new position on our Board of Executive Officers, for an executive officer for Safety and Operational Excellence, who leads a department in charge of: (i) enhancing risk governance and information flow, (ii) acting as second line of defense and defining technical standards and risk acceptance criteria applicable to personnel whose activities are related to strategic assets, performance monitoring and definition of technical competences, and (iii) monitoring risk management. This new Executive Office is composed of four technical teams: Tailings, Asset Integrity, Operational Excellence and Health, Safety and Operational Risks. One of the main responsibilities of the Health, Safety and Operational Risks team is a new structured process for hazard identification and risk assessment (HIRA) in all of our operations, developing a tailings management system in line with the best international practices and consolidating our management system (Vale Production System), which was revised and relaunched with more than 60,000 people trained in 2019 as a means to support the ongoing safety cultural transformation within Vale. We continue to make every effort to provide relief and support to those affected by the dam rupture and to restore the trust of our stakeholders on us. We are committed to rebuilding our reputation in Brazil and in the global mining industry.

New pact with society

We are committed to a comprehensive approach towards sustainability and safety, establishing a positive social, economic and environmental legacy in the places where we operate and going beyond taxes, social projects and reparation in Brumadinho. See Overview—Business overview—Our environmental, social and governance (ESG) framework. In 2019, we revised the sustainability goals that we had established in 2018 in line with the Sustainable Development Goals (SDG) of the United Nations 2030 Agenda, to adopt more ambitious goals. Below is a list of our new "2030 Commitments":

•

Energy—The three pillars of our energy initiatives are: (a) self-sufficiency, (b) energy efficiency and (c) energy matrix transformation. Approximately 60% of the electricity consumed by our operations in Brazil is self-generated energy that comes from renewable sources. By 2025, we intend to reach 100% of self-generation from renewable sources in Brazil, and by 2030 we intend to reach this goal globally.



•

Forest Protection—One of our main initiatives related to biodiversity involve the rehabilitation of areas with the purpose of restoring previously existing native habitats and recovering important ecosystems. We are committed to recovering and protecting 500,000 hectares of degraded land beyond our boundaries by 2030.



•

Climate Change—Fighting the causes of climate change is one of our main goals. In 2012, Vale set a goal to reduce direct emissions by 5% by 2020. This goal was reached in 2017. In 2019, we established more ambitious goals relating to climate change risk management, which include a commitment to reduce greenhouse gas emissions in line with the Paris Agreement by 2030, and become carbon neutral by 2050.

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•

Environmental, Social and Governance (ESG) Gaps—Since 2018, we have been increasing our engagement with key ESG stakeholders and mapping our main ESG gaps against best practices. We are committed to eliminating our ESG gaps by 2030. Our main initiatives are detailed in an action plan available on our website, and include, among other initiatives: (a) achieving a new target relating to gender balance; (b) obtaining ISO 14001 certification for all operations, (c) establishing an audit committee, (d) establishing a human rights due diligence process, (e) structuring social key performance indicators (KPIs) with short, medium and long term goals, and (f) establishing long-term compensation with correlation to ESG metrics.

Maximize flight-to-quality in iron ore

In the iron ore business, we are committed to delivering the highest possible margins under the current circumstances, by managing our extensive supply chain and flexible product portfolio to cope with production constraints in the short-term. We will constantly seek better price realization, based on adjustments to our product portfolio according to market demand and supply chain optimization. We are focusing our product line to capture industry trends, improving quality and productivity, controlling costs, strengthening our logistics infrastructure of railroads, ports, shipping and distribution centers, and strengthening relationships with customers. Our diversified portfolio of high-quality products, strong technical marketing strategy, efficient logistics and long-standing relationships with major customers will help us overcome the immediate challenges and achieve this goal.

With the continuous increase of the share of dry processing production to 60% in 2018 from 40% in 2014, and aimed at 70% by 2023, our reliance on new dams and dam raisings is declining. To treat the tailings from wet processing, we are investing in studies and new technologies with a view to allowing us to operate certain of our mines and plants without having to rely on the use of tailings dams. We have announced an estimated investment of US$1.8 billion between 2020 and 2024 in some of our sites, including Cauê, Conceição and Brucutu Mines, to be operated with dry stacking waste disposal technology, which consists of filtering and stacking of partially or totally dewatered tailings, reducing our reliance on tailings dams in the medium and long term. In line with this goal, we acquired New Steel in January 2019, bringing in innovative technologies for the dry beneficiation of iron ore. We also announced an investment of US$100 million in the world's first industrial-scale dry magnetic fines concentration to produce 1.5Mt starting in 2022.

We will continue to promote the Brazilian blend fines (BRBF), a product standard with silica (SiO2) content limited to 5% and lower alumina (1.5%), offering strong performance in any kind of sintering operation. We produce BRBF by 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, but also low concentration of alumina. It is produced in our Teluk Rubiah Maritime Terminal in Malaysia and in seventeen 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. The blending strategy also permits the use of iron ore with lower 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 and reduce the use of water in our operations: a key flexibility to cope with the short-term challenges.

We continue to improve our portfolio in order to provide solutions to our customers and to adapt to potential market demands. In 2019, we announced the launch of the GF88, a new product to supply the growing market of pellet production in China. This product consists of Carajás fines (IOCJ), obtained through a grinding process, opening a new market for our high quality portfolio. We are currently evaluating the development and production of metallics products (e.g. "green" pig iron and hot

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briquetted iron) along with customers as an addition to our portfolio. Metallics are steel raw material products containing a high percentage of metallic iron, which can support the steel industry in its challenge to reduce carbon emission, fulfilling its quality requirements with less capex, while using more advanced technologies.

Base metals transformation

In view of a potential trifurcation in nickel markets, into stainless steel (Class II), electric vehicle battery (nickel sulphate) and high value applications (Class I) markets, we are adopting a new commercial strategy for our nickel business, which includes (a) preserving and restoring our market share in the high value segments, through a recovery of our market share in the Upper Class 1 nickel market (nickel alloys) and an increase of our presence in the Lower Class 1 nickel markets, and (b) maintaining our product portfolio optionality for a potential surge in electric vehicle battery demand, through our continuous presence in the Class 2 ferronickel market globally, and a reduction in our exposure to intermediate products.

A key aspect of the strategy for our nickel business is to complete its turnaround, continuing to review our asset utilization, optimizing our operations and focusing 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-cost operations, a substantial resource base and diversified mining operations that produce nickel from nickel sulfide and laterite sources using advanced technology. Our commercial footprint is global, with a focus on serving our customers directly.

A key aspect of our strategy for our copper business is to improve efficiency and asset utilization in the Carajás region in Brazil while we also evaluate opportunities to increase copper production in Canada. We have plans to develop a multi-year copper expansion plan, with Salobo III in the Carajás region being the first approved project in the pipeline. Commercially, we plan on redirecting our copper concentrate sales to the Pacific region in order to align with global copper demand.

Below is a list of actions we are taking, which are consistent with our turnaround strategy for our base metals business:

•

Investments in replacement projects in the short term at Sudbury and Voisey's Bay nickel mines;



•

Nickel-hedging strategies to guarantee cash flow stability in periods of heavier investments;



•

New projects in Indonesia through partnerships and joint-ventures in Sorowako, Bahodopi and Pomalaa;



•

Completion of divestments in PT Vale Indonesia Tbk ("PTVI"), in order to meet certain obligations under our amended contract of work and safeguard its extension and our investments in Indonesia;



•

Focus on nickel-production reliability in the short term, through improvements in our North Atlantic Canadian operations, our ability to expand our operations in Onça Puma with a second furnace, as well as the above-mentioned projects in Indonesia.

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Discipline in capital allocation

We reiterate our strong commitment to a sound balance sheet. In 2019, we continued our deleveraging process and achieved a net debt level of US$4.880 billion as of December 31, 2019. We will allocate capital in a disciplined way, which will be key to enable us to address the effects of the Dam I rupture. In January 2019, our Board of Directors approved the suspension of our shareholder remuneration policy, so that no payment of dividends or interest on shareholders' equity will be made pursuant to this policy in excess of mandatory payments required by law, and we will not approve any share buyback for the time being. In March 2020, taking into account our strong balance sheet and the need to secure capital funding in light of the increased risks presented by the COVID-19 pandemic, we drew US$5 billion under our revolving credit lines.

As part of our commitment to discipline in capital allocation and a leaner portfolio, some of our non-performing assets are under scrutiny as we move towards de-risking outside of our core business. As a result, we are implementing the following strategies: (a) a new mining plan and a new plant strategy to achieve a sustainable ramp-up of Moatize, which includes shortening the life of mine and completing a plant overhaul, (b) studying exit alternatives for our operations in New Caledonia, while also considering operational and commercial alternatives to improve the short-term cash flows of Vale New Caledonia ("VNC"), and (c) studying coordinated exit alternatives for steel joint-ventures and other investments outside our core business.

SIGNIFICANT CHANGES IN OUR BUSINESS

We summarize below major events in our business since the beginning of 2019.

Developments relating to the outbreak of the coronavirus

In December 2019, an outbreak of a contagious disease, the Coronavirus Disease 2019 (COVID-19), began in mainland China and has since spread through various countries, including Brazil and Canada, where most of our operations are concentrated. We are complying with the health and safety protocols established by the authorities and agencies of each country in which we operate and are monitoring the developments of the situation closely. In January 2020, we created a crisis management structure and governance to manage and deploy our actions in response to the COVID-19 pandemic. We have taken steps and implemented policies to safeguard our employees, businesses and communities surrounding our operations from the threats posed by the COVID-19 pandemic.

•

Revolving credit lines.  On March 24, 2020, we drew down US$5 billion under our revolving credit lines maturing June 2022 (US$ 2 billion) and December 2024 (US$ 3 billion). In making the decision, we assessed the increased risks presented to our business by the COVID-19 pandemic and concluded that it would be prudent to take advantage of our strong balance sheet to navigate through the next few months with increased cash reserves.



•

Voisey's Bay.  We have ramped down our Voisey's Bay mining operation and placed it on care and maintenance for a period of four weeks, as a precaution to help protect the health and well-being of Nunatsiavut and Innu indigenous communities in Labrador in face of the COVID-19 pandemic. We have taken this preventive action because of the unique remoteness of the area, with fly-in and fly-out operations, and higher exposure to travel. We are working together with the communities and authorities to ensure our operations do not act as a catalyst to inadvertently introduce the virus in these communities.

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The Long Harbour Processing Plant (LHPP) continues to operate nickel and cobalt production and, in principle, should not be affected, given the availability of stockpiled concentrates to feed the LHPP well past the four-week care and maintenance period, while copper concentrate production at the site will be reduced proportionally to the period of mine stoppage (Voisey's Bay produced 25kt of copper in concentrate in 2019). The decision also impacts the Voisey's Bay Mine Expansion project currently underway to transition to underground operations.

•

Mozambique Coal Processing Plants.  Due to travel and equipment transportation restrictions resulting from the COVID-19 outbreak, we are revisiting plans for the Mozambique coal processing plant stoppage. The halting of the processing plants' operations was previously expected to start in the second quarter of 2020 and a new date is under evaluation.



•

Home-Office Regime.  On March 16, 2020, the great majority of our employees and third-party employees based in our corporate offices began to work according to a home-office regime. The measure aims to safeguard our employees, reducing the number of people in the same workspace and exposure to public spaces, such as buses, subways and elevators.



•

Test kits and protective equipment in humanitarian aid.  On March 22, 2020, we purchased five million COVID-19 rapid test kits to help the Brazilian government fight the spread of the disease in the country. The amount of test kits purchased by us represents half of the need estimated by the Brazilian Ministry of Health at the moment. We also purchased from our Chinese suppliers personal protective equipment, such as goggles, gloves and medical masks, for doctors and nurses which will also be donated to the Brazilian federal government.



•

Teluk Rubiah Maritime Terminal (TRMT). On March 24, 2020, we temporarily halted our operations in the TRMT in Malaysia, as we are temporarily unable to secure the minimum resources to safely operate the terminal. During suspension of the operations, vessels heading to TRMT will be redirected and redistributed among our blending facilities in China with no expected impact on production and sales volume in 2020, but with an impact on sales of approximately 500kt in the first quarter of 2020. We also expect some marginal cost increase due to additional logistics.



•

Temporary Aid Package for Suppliers.  On March 24, 2020, we announced a series of aid initiatives for our suppliers during the crisis caused by the coronavirus pandemic. The initiatives include advancing payments to more than a thousand small and medium-sized suppliers in Brazil, reducing payment timeframes for services and materials that are still to be invoiced by approximately 3,000 small and medium-sized suppliers, and providing financial support to construction companies and workers allocated to projects which are being halted by us, in order to reduce the flow of people in our sites and increase the safety of our employees and outsourced workers, and to concentrate resources on essential activities for the country at this moment. There will be no impact on our works related to dam safety. We estimate that through these measures we will inject about R$ 160 million into the Brazilian economy in the coming weeks following this initiative.

We are closely evaluating the impact of COVID-19 on our business. The situation is evolving and could have a material impact on us if there is significant supply chain disruption or customer demand declines.

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Acquisitions

•

Minerações Brasileiras Reunidas S.A. (MBR).  On December 20, 2019, Vale redeemed and cancelled all preferred shares class A of MBR, which were held by Banco Bradesco BBI S.A., for the total value of R$3.309 billion. Upon completion of such corporate transaction, Vale consolidated a 98.3% equity position in MBR. MBR is a subsidiary of Vale that owns assets for production, transportation and port shipment of iron ore integrated into our Southern System and accounted for the production of approximately 59 Mt of iron ore in 2018.



•

Ferrous Resources.  In August 2019, we concluded the acquisition of Ferrous Resources Limited, a company that owns and operates iron ore mines near our operations in Minas Gerais, for a cash consideration of US$525 million. The transaction immediately increased our production of high-quality pellet feed.



•

New Steel.  In January 2019, we concluded the acquisition of New Steel Global NV (New Steel), a company that develops innovative iron ore beneficiation technologies, for US$496 million. New Steel currently owns patents in 56 countries for Fines Dry Magnetic Separation (FDMS), a dry processing concentration technique.

Full production capacity of 90 Mtpy of S11D enabled

In December 2019, we completed the physical works and the start-up of the CLN S11D project, which enables the full production capacity of 90 million metric tons per year at the S11D mine in 2020. The CLN S11D project increased logistics capacity of the Northern System, through the expansion of approximately 570 km of railway, the construction of a railway spur of 101 km, the acquisition of wagons and locomotives and port expansion (onshore and offshore expansions at Ponta da Madeira maritime terminal). Until 2022, the project will be in a monitored ramp-up phase.

Sale of interest in Longyu

In December 2019 we entered into an agreement to sell our 25% stake in Longyu Energy Resources Co., Ltd. (Longyu) to Yongmei Group Co., Ltd (Yongmei), for CNY1.065 billion (equivalent to approximately US$152 million). Longyu produces metallurgical and thermal coal and other related products in the Henan province in China. Closing of the transaction is expected to occur in 2020, subject to certain conditions precedent.

Obtaining of licenses for resumption of Samarco's operations

In October 2019, Samarco obtained the Corrective Operation License (LOC) relating to its operations in the Germano Complex, located in the Brazilian state of Minas Gerais. With the license, Samarco has now obtained all environmental licenses required to resume its operations. As Samarco is planning on restarting its operations using new technologies for dry tailings stacking, the operations of iron ore extraction and beneficiation plants in Germano and the pelletization plant at the Ubu Complex, located in Anchieta, state of Espírito Santo, will resume only after the implementation of a filtration system, which is expected to take approximately 12 months. During this period, Samarco will continue to prepare to restart its operations, which is currently expected to occur by the end of 2020. Samarco's expected ramp-up has been materially affected by new regulation and changes in existing regulation related to mining activities and dams. Although we expect that Samarco be able to restart operations through one concentrator following the implementation of the filtration technology, increase in production will

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depend on the other two concentrators, which activities are expected to resume in six and ten years, respectively.

Resumption of operations in Onça Puma

We resumed our operations at Onça Puma in September 2019, following a decision of the Brazilian Federal Supreme Court (STF). The operations at this mine had been suspended since September 2017 and the nickel processing plant had been halted since June 2019, as a result of court decisions issued in connection with a legal proceeding brought by federal prosecutors against us. See Additional Information—Legal proceedings—Onça Puma litigation.

RUPTURE OF SAMARCO'S TAILINGS DAM IN MINAS GERAIS

In November 2015, the Fundão tailings dam owned by Samarco Mineração S.A. (Samarco) failed, releasing tailings downstream, flooding certain communities and causing impacts on communities and the environment along the Doce river. The rupture resulted in 19 fatalities and caused property and environmental damage to the affected areas. Samarco is a joint venture equally owned by Vale S.A. and BHP Billiton Brasil Ltda. ("BHPB").

In June 2016, Samarco, Vale and BHPB created the 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 rupture.

The creation of Fundação Renova was provided for under the agreement for settlement and conduct adjustment (the "Framework Agreement") signed in March 2016 by Vale, BHPB, Samarco, the Brazilian federal government, the two Brazilian states affected by the rupture (Minas Gerais and Espírito Santo) and other governmental authorities. The Framework Agreement has a 15-year term, renewable for successive one-year periods until all the obligations under the Framework Agreement have been performed. The Framework Agreement does not provide for admission of civil, criminal or administrative liability for the Fundão dam rupture. The Framework Agreement provides that, within three years of the date of the agreement, the parties would review its terms to assessing the effectiveness of the ongoing remediation and compensation activities.

On June 25, 2018, Samarco, Vale and BHPB entered into a comprehensive agreement with the offices of the federal and state (Minas Gerais and Espírito Santo) prosecutors, public defenders and attorney general, among other parties, improving the governance mechanism of Fundação Renova 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 hired by Samarco to advise the MPF (Federal Prosecutor's Office) over a two-year period (the "June 2018 Agreement"). See Additional Information—Legal proceedings. The process of revision of the remediation programs will start in the second half of 2020.

Under the Framework Agreement, the June 2018 Agreement and Renova's by-laws, Fundação Renova must be funded by Samarco, but to the extent that Samarco is unable to fund, Vale and BHPB must ratably bear the funding requirements under the Framework Agreement. As Samarco is currently unable to resume its activities, we and BHPB have been funding the Fundação Renova and also providing funds directly to Samarco, to preserve its operations and to support Samarco's funding obligations.

In October 2019, Samarco obtained the Corrective Operation License (LOC) relating to its operations in the Germano Complex, located in the Brazilian state of Minas Gerais. With the license, Samarco has now

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obtained all environmental licenses required to resume its operations. As Samarco is planning on restarting its operations using new technologies for dry tailings stacking, the operations of iron ore extraction and beneficiation plants in Germano and the pelletization plant at the Ubu Complex, located in Anchieta, state of Espírito Santo, will resume only after the implementation of a filtration system, which is expected to take approximately 12 months.

Pursuant to the Framework Agreement, Fundação Renova and Samarco allocated R$2.6 billion to social and economic remediation and compensation programs in 2019 and have allocated R$7.8 billion to these programs since the dam rupture. From 2020 to 2021, Samarco, or Vale and BHP, will provide to Fundação Renova funding based on the amounts needed to implement the projects approved for each year, subject to an annual minimum of R$800 million. Starting in 2022, we expect Samarco to provide the necessary funding in order to complete remaining programs approved for each year.

Additionally, Fundação Renova must allocate a minimum annual amount of R$240 million over 15 years (from 2016) to the implementation of compensation programs. Under the terms of the Framework Agreement, Fundação Renova must spend an additional amount of at least R$500 million on sewage collection and treatment and solid waste disposal.

For a discussion of the legal proceedings resulting from the rupture of Samarco's tailings dam, see Additional Information—Legal proceedings.

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.

We are members of the International Council on Mining and Metals (ICMM), one of the most important associations in the mining industry, reaffirming our commitment to sustainable development of the mining industry, and we have joined the Task Force on Climate-related Financial Disclosures (TCFD), an association with the purpose of creating a set of recommendations to improve the quality of voluntary disclosure of climate-related information, and the Council of Institutional Investors (CII), an association for effective corporate governance standards and strong shareowner rights.

We have been increasing our engagement with socially responsible investors and key ESG stakeholders through webinars, roadshows and the development of a dedicated website, the ESG Portal. We have also reviewed studies from leading ESG advisors and index providers (such as ISS, Glass Lewis, MSCI, Sustainalytics, Responsible Mining Index, Dow Jones Sustainability Index), and identified approximately 50 gaps with respect to ESG best practices. Based on this assessment, we mapped out an ESG action plan to address these gaps.

After the rupture of Dam I, 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").

In 2019, we launched our ESG Portal, providing greater transparency about our initiatives. These include, among other actions: (a) doubling the percentage of women in the workforce by 2030; (b) obtaining ISO 14001 certification for all operations, (c) establishing an audit committee, (d) establishing a human rights due diligence process, (e) structuring social key performance indicators (KPIs) with short, medium and long-term goals, and (f) establishing long-term compensation with correlation to ESG metrics.

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Below are the highlights of our main ESG accomplishments in 2019 and ongoing initiatives:

Environmental

(i) Climate Change

We are committed to supporting actions towards a sustainable low carbon economy and we have established targets for scope 1 and 2 emissions in line with the Paris Agreement goal of limiting global warming to below 2°C pre-industrial levels. We are also targeting carbon neutrality with respect to scopes 1 and 2 emissions by 2050, and in that process, we expect to help customers reach their goals in terms of emissions reductions with our high-grade iron-ore pellets and products.

(ii) Energy

The electricity consumed in our operations comes mostly from clean sources—around 80% of our worldwide electricity consumption comes from renewable sources, but only part of this energy is self-produced (close to 60%). Our target is to achieve energy self-sufficiency from clean sources in Brazil by 2025, and globally by 2030.

(iii) Water

We are committed to reducing fresh water use in our activities by investing in new technologies, in the expansion of our monitoring network and in other initiatives to control total water collection, especially by promoting water reuse. We are currently developing programs and implementing actions that go beyond compliance with the legal requirements to optimize water use and consumption. Our water reuse represents 83% of total production demand. We want to reduce by 10% the new water captured and used in processes per ton produced, which means a smaller volume of fresh water captured for the same volume of production.

(iv) Forest conservation

Our ambition is to act as a global catalyst for forest conservation and reforestation. Currently, we help to protect 1,018,405 hectares of forest as a result of compensation measures, voluntary initiatives and partnerships. We are committed to protecting and reforesting additional 500,000 hectares by 2030, bolstering our 2018 target.

Social

(i) Human Rights

We are committed to the Guiding Principles on Business and Human Rights of the United Nations Human Rights Council. In 2019, we made a Human Rights risk self-assessment in 51 ventures, including operations. An external due diligence assessment is planned for 2020 and subsequent years, in addition to our self-assessment of Human Rights risks. Also in 2019, we held a public consultation on our website to revise our Human Rights Policy.

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(ii) Gender Balance

We have announced the goal to double our female workforce by 2030, from 13% to 26% and to double the female presence in leadership roles from 12% to 20%. We have also disclosed the median salary by gender and seniority level.

(iii) Health and Safety

We are committed to improving the health and safety of our workers. Our long-term goals are: (i) reduction to zero recordable injuries with potential for fatality or changed lives, (ii) 50% reduction in the exposure of employees to the top 10 health risks by 2025 and (iii) elimination of the most significant risk scenarios by 2025.

(iv) Socioeconomic Contribution

We are committed to positively impacting society, by investing in socioeconomic actions and projects focused on community development. In particular, we are investing in actions that contribute to the development and improvement of urban infrastructure and mobility, traditional communities, education, culture, health, and work generation and income in the places where we operate. We spent over US$ 112 million on social initiatives in 2019, of which 62% was on voluntary programs.

(v) Indigenous People and Traditional Communities

Our guidelines with respect to indigenous people and traditional communities are built upon the ICMM's position statement on Mining and Indigenous People, the International Labour Organization (ILO) Indigenous and Tribal Peoples Convention (C169), and the United Nations Declaration on the Rights of Indigenous Peoples. We are committed to respecting the principle of Free, Prior and Informed Consent (FPIC), which entails a process of informing, negotiating in good faith and allowing the Indigenous or traditional communities to freely make decisions.

Governance

(i) Board of Directors

In the 2019 election of members of the Board of Directors, our shareholders elected a third independent member. In addition, our Board of Directors created three Independent Ad Hoc Consulting Committees to conduct an independent investigation into the causes of the rupture of Dam I, monitor our measures to support the affected communities and remediate the affected areas, and to monitor our safety initiatives, risk management and risk mitigation efforts related to dams and recommend measures. In 2019, we also engaged external advisors to conduct an investigation into the causes of the dam rupture.

In March 2020, we adopted additional measures to enhance our governance structure, establishing our Audit Committee and assigning to our Personnel and Governance Committee the role of Nomination Committee until 2021, when a specific Committee will be set up for this purpose.

(ii) Compensation

We are committed to aligning our compensation programs to our business strategy and the goal of making Vale a safer company. We implemented a number of changes, such as the adoption of a malus clause under which the Board of Directors may reduce variable compensation of executives upon the

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occurrence of events of exceptional severity, and the implementation of new share ownership guidelines for Executive Officers.

In 2019, 60% of Executive Directors performance goals were based on Health and Safety, Sustainability metrics and actions to repair the damage caused by the Dam I rupture. For 2020, we approved new standards: for short-term compensation, at least 30% of performance goals will be ESG-driven and directly related to safety, risk management and sustainability targets, and with respect to long-term compensation, at least 20% of performance goals will be based on ESG metrics. Overall, 12% of total remuneration will be linked to ESG metrics.

(iii) Risk Management

In 2019, we enhanced our defense line model, creating a new Safety and Operational Excellence Office, with compensation structures that are not correlated to the results of our operations. We established four executive committees created to advise our management with respect to each of these risks: (i) operational risks, (ii) geotechnical risks, (iii) strategy, finance and cyber risks, and (iv) compliance risks. In February 2019, we also launched two Geotechnical Monitoring Centers (CMG), one located in Nova Lima, and the other in Itabira, both in the state of Minas Gerais, which operate 24-hours a day, covering our critical geotechnical structures in Brazil. To oversee the third line of defense, our Board of Directors decided to establish a Compliance Office headed by a Chief Compliance Officer, who will report directly to our Board of Directors and interact with the Audit Committee. The Chief Compliance Officer will be responsible for the integrity department, the internal audit and the Whistleblower Channel. The proposal to amend our bylaws in order to implement this decision will be submitted to our shareholders in our next shareholders' meeting.

(iv) Integrity

We have a Code of Conduct that applies to our employees and to the members of our Board of Directors and our Board of Executive Officers. 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. In 2019, our Whistleblower Channel received 3,507 complaints and closed 3,382 cases, of which (i) 2,937 lead to investigations, that confirmed violations of our Code of Conduct in 38% of these cases, (ii) 291 referred to complaints that were not investigated due to lack of information or pertinence to the scope of the Ethics and Conduct Office, (iii) 154 were consultations, which were answered by the Ethics and Conduct Office, but did not lead to an investigation. All confirmed violations triggered correction plans. These investigations resulted in 1,833 corrective actions, including the termination of 227 employees. See Additional Information—Code of conduct.

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