Vale S.a. · BMFBOVESPA:VALE3
Vale — Shareholder Meeting (2022)
42 slides from Vale's shareholder meeting presentation, 2022
Slide 1: Investor Presentation: Vale's AGM 2022
COMPROMISSOS PÚBLICOS 2030 Investor Presentation: Vale’s AGM 2022 1
Slide 2: Disclaimer
isclaime “This presentation may include statements that present Vale's expectations about future Agend events or results. All statements, when based upon expectations about the future and not on historical facts, involve various risks and uncertainties. Vale cannot guarantee that such statements wil
Slide 3: Agenda
Agend 1. About Vale 2. Roadmap for Long-Term Value Creation 3. Cultural Transformation and ESG Advancements 4. Board Nominees 5. Management Remuneration – Pay for Performance 6. Final remarks 3
Slide 4: About Vale
About Vale 4
Slide 5: Brumadinho triggered significant changes
Vale S.A. Proxy Season 2022 Brumadinho triggered significant changes ▪ Immediate response ▪ Audit Committee ▪ 60% of independent ▪ Creation of Independent ▪ Chief Compliance Officer Board members Advisory Committees ▪ Creation of the Nomination ▪ BoD individual election ▪ New CEO Committee ▪ Cumulat
Slide 6: Vale's cultural reset
Vale S.A. Proxy Season 2022 Vale’s cultural reset 6
Slide 7: Roadmap for Long-Term Value Creation
Roadmap for Long- Term Value Creation 7
Slide 8: Strategic roadmap to unlock value to Shareholders
Vale S.A. Proxy Season 2022 Strategic roadmap to unlock value to Shareholders Re-rating Reshaping Reshaping De-risking ▪ Benchmark in safety ▪ Best-in-class reliable operator ▪ Focus on core business ▪ Brumadinho ▪ Talent-driven organization ▪ Elimination of cash drains ▪ Mariana ▪ Leader in low car
Slide 9: Brumadinho, a fair and quick reparation
Vale S.A. Proxy Season 2022 De-risking Brumadinho, a fair and quick reparation ~45% of total payments 1 communities 99% Income Transfer Program for local 99% of of the the victims victims as per the Integral Projects Reparation demanded Agreement by the affected communities with at least with at lea
Slide 10: Mariana reparation: relevant progress through Renova Foundation
Vale S.A. Proxy Season 2022 De-risking Mariana reparation: relevant progress through Renova Foundation 19.5 billion R$ 20 bn disbursed by Renova until 2021 126 housing solutions¹ by the end of disbursed by Renova since 2015budget for 2022 2021, including 47 houses rebuilt; and R$ 10.5 bn approved Re
Slide 11: Eliminating upstream dams and improving dam safety
Vale S.A. Proxy Season 2022 De-risking Eliminating upstream dams and improving dam safety Eliminated upstream structures1,2,3 Structures at emergency level No dam at Unit per year No. of structures critical safety condition by 3 2025 40% 60% 5 35 33 4 31 29 3 3 3 7 8 6 3 7 1 2 9 24 22 22 19 30 4 4 5
Slide 12: Working towards being a zero-fatality company
Vale S.A. Proxy Season 2022 De-risking Working towards being a zero-fatality company Reduction of high-potential recordable injuries Total recordable injury frequency rate (TRIFR²) N2 - absolute values¹ -37% 63 Target 3.48 2.25 1.98 1.41 2018 2019 2020 2021 35 66 57 TRIFR² - 2020 comparison in minin
Slide 13: Strengthening risk management through HIRA
Vale S.A. Proxy Season 2022 De-risking Strengthening risk management through HIRA¹ ▪ Replacement of liquid chlorine by bleach 100% of Vale’s Scope sites assessed 72 ▪ Replacement of liquid 7 propane storage in Risk identification large volumes by on- 850 potential material demand natural gas unwante
Slide 14: Path to recover production: 2022 guidance drivers
Vale S.A. Proxy Season 2022 De-risking Path to recover production: 2022 guidance drivers Iron ore production Copper production Nickel production Mt kt kt 320-335 330-355 175-190 297 168 316 2021 2022E 2021 2022 2021 2022 ▪ Improvement of S11D performance with ▪ Stable production at North Atlantic ▪
Slide 15: Leaner portfolio set up for growth
Vale S.A. Proxy Season 2022 Reshaping Leaner portfolio set up for growth Divestment of non-core assets Pipeline of projects Concluded since Vale Day 2020 Iron Ore capacity Copper production Nickel production VNC Mtpy ktpy ktpy Manganese Ferroalloys 450 450+ 200-220 Growth Replacement/ 184 Grow th 34
Slide 16: Reduce 15% of scope 3 net emissions by 2035
Vale S.A. Proxy Season 2022 Re-rating We are leading the sector towards a sustainable mining 2030 Commitments Energy Climate change Reduce 15% of scope 3 100% global Reduce GHG electricity emissions by 33% net emissions by 2035 consumption of and be carbon clean energy neutral by 2050 Absolute scope
Slide 17: Best-positioned to support and drive the energy transition
Vale S.A. Proxy Season 2022 Re-rating Best-positioned to support and drive the energy transition Iron Ore premium portfolio Low carbon base metals operations Average Fe content Future Ni 2020, Sulphide producers finished nickel, CO2 Mt/t Ni cont.¹ %Fe 2020 30 15 Vale’s Canadian 63.6 Nickel refinerie
Slide 18: There are multiple ways to decarbonize
Vale S.A. Proxy Season 2022 Re-rating There are multiple ways to decarbonize and we are engaging with clients on this journey In 2021, Vale engaged with 20 clients representing 40% of company’s scope 3 emissions Potential client solutions Dry Green concentration briquette plants plants High-grade Bi
Slide 19: Investing in technology for a stronger performance
Vale S.A. Proxy Season 2022 Re-rating Investing in technology for a stronger performance Integrated Remote Operating Control (iROC) Mine automation and continuous operations Autonomous equipment coupled with Surge Loader & Ore Sorter ✓ Short interval control: adherence to plan and ✓ Mechanical rock
Slide 20: Committed to maintain solid shareholders' return
Vale S.A. Proxy Season 2022 Re-rating Committed to maintain solid shareholders’ return Free cash flow returned to shareholder US$ billion Free cash flow returned to shareholder (%) Share buyback 95% Extraodinary dividends 19.0 Minimum Through the cycle Ordinary dividends dividend policy 5.5 Extraord
Slide 21: Cultural Transformation and ESG Advancements
Cultural Transformation and ESG Advancements 21
Slide 22: A significant cultural transformation is underway
Vale S.A. Proxy Season 2022 A significant cultural transformation is underway… 2019 2020 2021 2022 • Cultural Diagnosis • Purpose defined by leaders • Purpose activation • Purpose fully reflected in the strategy • Defined aspiration • Culture & VPS² integrated • Culture & VPS: single goal • Frontlin
Slide 23: Improvements to our ESG practices
Vale S.A. Proxy Season 2022 … and brought improvements to our ESG practices 2019 2022 Environmental ▪ 2030 agenda revised ▪ Scope 1, 2 and 3 ▪ Climate Change report ▪ Industry leader targets ▪ ISO 14001 certification renewable energy ▪ Non-GHG targets (ongoing) Social ▪ +300 community ▪ Formal Human
Slide 24: True corporation governance practices
Vale S.A. Proxy Season 2022 True corporation governance practices Chairman of the Board of Directors Individual election of the Board of Directors is independent Chairman and Vice-Chairman of the 8 out of 13 Board of Directors members are Board elected by the General Meeting independent 95% attendan
Slide 25: Our governance model clearly defines the principles and roles
Vale S.A. Proxy Season 2022 Our governance model clearly defines the principles and roles, allowing transparency and stability 25
Slide 26: Significant outreach and engagement with investors
Vale S.A. Proxy Season 2022 Significant outreach and engagement with investors Key Areas Participants Activities Strategic agenda, critical issues and governance 25 meetings with institutional investors, included in 2 ESG roadshows since investiture. Chairman of the Board, Investor Relations Respond
Slide 27: We heard and we responded
Vale S.A. Proxy Season 2022 We heard and we responded Risk Structure Board Nomination Compensation Transparency We heard that we should We heard that the Nomination We heard that adoption of the We heard that our ESG reinforce our risk structure Committee must nominate members malus clause should oc
Slide 28: Board Nominees
Board Nominees 28
Slide 29: 2022 Election of the Board of Directors
Vale S.A. Proxy Season 2022 2022 Election of the Board of Directors Vale's Board of Directors was elected in the 2021 AGM for a term of office of 2 years (2021-2023) 2021 Board of Directors election occurred under cumulative voting process, requested by shareholders Considering the resignation of on
Slide 30: Nominees to the Board of Directors
Vale S.A. Proxy Season 2022 Nominees to the Board of Directors Board member Age Since Advisory Committees¹ CINOV CFIN CSUS CPRG CEOR CN COAUD BoD in other listed Board member Age Since Independent companies José Luciano Duarte Penido (Chairman) 74 May/19 Yes M M C - Fernando José Buso Gomes (Vice-Ch
Slide 31: Skills matrix of Vale's Board of Directors
Vale S.A. Proxy Season 2022 Skills matrix of Vale's Board of Directors Management experience Functional experience Sector experience Significant executive experience as CEO Risk and safety management ESG Mining and/or Board member Significant experience and knowledge of risk and Significant experien
Slide 32: 8 Independent members, 4 Non-independent
Vale S.A. Proxy Season 2022 Desired skills are strongly presented by the nominees 12 MEMBERS TERM AGE N. of Directors % of Directors per age range Average: 1.5 year Average: 63 years 5 5 8 Independent members 4 Non-independent members 1 1 1 Woman 2 International members <1year 1-2 years 3-5 years >5
Slide 33: Desired skills are strongly presented by the nominees
Vale S.A. Proxy Season 2022 Desired skills are strongly presented by the nominees For more information, please see www.vale.com/investors 33
Slide 34: Key qualifications and experiences
Key qualifications and experiences José Luciano Penido Fernando Buso Daniel Stieler Eduardo Rodrigues Ken Yasuhara Marcelo Gasparino Mauro Rodrigues da Cunha Murilo Passos Manuel Oliveira (Ollie) Rachel Maia Roberto Castello Branco Roger Downey Management experience Experience as CEO and Board Membe
Slide 35: Management Remuneration – Pay for Performance
Management Remuneration – Pay for Performance 35
Slide 36: A highly experienced and diverse Executive Leadership Team
Vale S.A. Proxy Season 2022 A highly experienced and diverse Executive Leadership Team 36
Slide 37: Vale improved its executive compensation policy
Vale S.A. Proxy Season 2022 Vale improved its executive compensation policy… Policy in 2018 Policy in 2022 Short-term Collective goals with a greater Greater relevance to collective goals Compensation focus on financial results related to critical objectives for Vale Long-Term Inclusion of ESG indic
Slide 38: Greater proportion of variable long-term compensation
Vale S.A. Proxy Season 2022 … as reflected by the greater proportion of variable long-term compensation CEO Executive Officers 2019 2020 2021 2022F 2019 2020 2021 2022F Fixed 27% 19% 11% 11% 33% 31% 29% 27% Bonus 33% 24% 19% 18% 33% 31% 29% 27% LTI 40% 57% 70% 71% 34% 38% 42% 46% 1 LTI stands for Lo
Slide 39: Non-financial indicators
Vale S.A. Proxy Season 2022 Focus on collective indicators for improved teamwork in its 2022 Goals Panel Collective Targets Executive Vice-Presidencies Targets Short description CEO CFO S&EO Others 1. Economic/Financial EBITDA (adjusted) 25% 25% - 25% Fixed expenses 10% 10% - 10% Non-financial indic
Slide 40: Final remarks
Final remarks 40
Slide 41: Evolution of Vale's governance towards excellence
Vale S.A. Proxy Season 2022 Evolution of Vale’s governance towards excellence Alignment with best international governance practices, with individual elections and high independence level Close Board of Directors oversight, such as global risk matrix, climate change, reparation, business strategy Ma
Slide 42: Slide 42