VALE S.A.
(incorporated in the Federative Republic of Brazil),

VALE OVERSEAS LIMITED
(incorporated in the Cayman Islands)
A Wholly Owned Subsidiary of Vale S.A.

OFFER TO PURCHASE FOR CASH
ANY AND ALL OF THE OUTSTANDING NOTES OF THE SERIES LISTED BELOW UNDER
“ANY AND ALL NOTES”
AND
UP TO THE MAXIMUM PRINCIPAL AMOUNT (AS DEFINED BELOW) OF
THE OUTSTANDING NOTES OF THE SERIES LISTED BELOW UNDER
“WATERFALL NOTES” SUBJECT TO THE 2030 TENDER CAP AND PRIORITIES SET FORTH HEREIN

THE ANY AND ALL OFFER (AS DEFINED HEREIN) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 13, 2023 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED IN THE OFFERORS’ SOLE DISCRETION, THE “ANY AND ALL EXPIRATION DATE”). TO BE ELIGIBLE TO RECEIVE THE ANY AND ALL TOTAL CONSIDERATION (AS DEFINED HEREIN), HOLDERS OF THE ANY AND ALL NOTES (AS DEFINED HEREIN) MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR ANY AND ALL NOTES ON OR PRIOR TO THE ANY AND ALL EXPIRATION DATE, OR DELIVER A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY AND OTHER REQUIRED DOCUMENTS PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES ON OR PRIOR TO THE ANY AND ALL EXPIRATION DATE AND TENDER THEIR ANY AND ALL NOTES ON OR PRIOR TO THE GUARANTEED DELIVERY DATE (AS DEFINED HEREIN). VALIDLY TENDERED ANY AND ALL NOTES MAY BE WITHDRAWN IN ACCORDANCE WITH THE TERMS OF THE ANY AND ALL OFFER AT ANY TIME ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON JUNE 13, 2023, EXCEPT AS DESCRIBED HEREIN OR AS REQUIRED BY APPLICABLE LAW (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, IN THE OFFERORS’ SOLE DISCRETION, THE “ANY AND ALL WITHDRAWAL DATE”).

THE WATERFALL OFFERS (AS DEFINED HEREIN) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 7, 2023 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED IN THE OFFERORS’ SOLE DISCRETION, THE “WATERFALL EXPIRATION DATE”). TO BE ELIGIBLE TO RECEIVE THE WATERFALL TOTAL CONSIDERATION (AS DEFINED HEREIN), WATERFALL NOTEHOLDERS (AS DEFINED HEREIN) MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR WATERFALL NOTES ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON JUNE 21, 2023 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED IN THE OFFERORS’ SOLE DISCRETION, THE “WATERFALL EARLY TENDER DATE”). WATERFALL NOTEHOLDERS VALIDLY TENDERING THEIR WATERFALL NOTES AFTER THE WATERFALL EARLY TENDER DATE AND ON OR PRIOR TO THE WATERFALL EXPIRATION DATE WILL ONLY BE ELIGIBLE TO RECEIVE THE WATERFALL TENDER CONSIDERATION (AS DEFINED HEREIN), WHICH EQUALS THE WATERFALL TOTAL CONSIDERATION LESS THE WATERFALL EARLY TENDER PAYMENT (AS DEFINED HEREIN). VALIDLY TENDERED WATERFALL NOTES MAY BE WITHDRAWN IN ACCORDANCE WITH THE TERMS OF THE WATERFALL OFFERS ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, JUNE 21, 2023 (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, IN THE OFFERORS’ SOLE DISCRETION, THE “WATERFALL WITHDRAWAL DATE”). THERE IS NO GUARANTEED DELIVERY MECHANISM PROVIDED FOR BY THE OFFERORS IN CONJUNCTION WITH THE WATERFALL OFFERS.

Any and All Notes

Issuer	Title of Security	CUSIP / ISIN Nos.	Principal Amount Outstanding	Maximum Amount
Vale Overseas	6.250% Guaranteed Notes due 2026	CUSIP: 91911TAP8 ISIN: US91911TAP84	US$745,441,000	Any and All

Waterfall Notes

Issuer	Title of Security	CUSIP / ISIN Nos.	Principal Amount Outstanding	Acceptance Priority Level
Vale Overseas	6.875% Guaranteed Notes due 2039	CUSIP: 91911TAK9 ISIN: US91911TAK97	US$1,247,178,000	1
Vale Overseas	6.875% Guaranteed Notes due 2036	CUSIP: 91911TAH6 ISIN: US91911TAH68	US$1,458,748,000	2
Vale Overseas	8.250% Guaranteed Notes due 2034	CUSIP: 91911TAE3 ISIN: US91911TAE38	US$641,337,000	3
Vale	5.625% Notes due 2042	CUSIP: 91912EAA3 ISIN: US91912EAA38	US$491,245,000	4

To view copies of the Offer To Purchase document(s) please click on the document(s) below

Offer to Purchase

Press Release

Pricing Press Release

Expiration Results Press Release