Vale S.a. · BMFBOVESPA:VALE3
Vale — Shareholder Meeting (April 2021)
55 slides from Vale's shareholder meeting presentation, April 2021
Slide 1: Investor Presentation: Vale's AGM 2021
COMPROMISSOS PÚBLICOS 2030 Investor Presentation: Vale’s AGM 2021 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. Our Strategic Pillars for Long-Term Value Creation 3. Cultural Transformation and Governance Advancements 4. Independent Nomination Committee and Board Nominees 5. Management remuneration 6. Our standpoint on the nomination by certain shareholders 7. Conclusion Appendix: Board
Slide 4: About Vale
About Vale 4
Slide 5: We are one of the largest metals and mining companies in the world
We are one of the largest metals and mining companies in the world Listed on Novo A US$ 97-billion One of the world’s $ 40bn revenues 2.700 km of railways, Mercado, the segment We operate in 26 market value, with largest producers of $ 20 bn EBITDA 7 ports, distribution with the highest countries hi
Slide 6: Brumadinho was a watershed event that triggered significant change at Vale
Brumadinho was a watershed event that triggered significant change at Vale Immediate New Creation of the First dam COVID-19 Creation Brumadinho support CEO Safety and decharacterized pandemic of the Global Operational Vale’s Nomination Settlement Excellence response Committee Office Creation of 2021
Slide 7: We are taking important steps towards building a better Vale
We are taking important steps towards 1 building a better Vale 7 1Vale Management System 7
Slide 8: The strategic roadmap creates value to shareholders
The strategic roadmap creates value to shareholders Re-rating Reshaping De-risking ▪ Benchmark in safety ▪ Focus on core business ▪ Best-in-class reliable operator ▪ Brumadinho ▪ Control of cash drains ▪ Talent-driven organization ▪ Dam safety ▪ Growth opportunities ▪ Leader in low-carbon mining ▪ R
Slide 9: Our Strategic Pillars for Long-Term Value Creation
Our Strategic Pillars for Long-Term Value Creation 9
Slide 10: Our strategy includes transformation and business pillars
0 Our strategy includes transformation and business pillars Safety and operational excellence New pact with society Maximize flight to quality in Iron Ore Base Metals transformation Discipline in capital allocation Geotechnical Monitoring Center 10 10
Slide 11: Safety and operational excellence: strengthened risk management
Safety and operational excellence We have strengthened our risk management… Routine System Performance ▪ New Tailings Management System Risk under implementation Our ambition World-class ▪ Hazard Identification and Risk Analysis Tailings standards and (HIRA) is ongoing management processes ▪ 3 Geote
Slide 12: … while reducing dams-associated risks
2 Safety and operational excellence … while reducing dams-associated risks 29 structures at emergency level as of today All structures at satisfactory safety condition by 2025 12 1 Considering 29 structures at emergency level as of March 31 st, 2021. 12
Slide 13: We are committed to the Integral Reparation of Brumadinho
New pact with society We are committed to the Integral Reparation of Brumadinho Global Settlement Mediation Fair and swift reparation Legitimacy Clear governance Open dialogue and Legal certainty active listening Known impact R$ 37.7 billion in total economic value R$ 9 billion¹ driven directly to t
Slide 14: We are vigilant and responsive to the needs of Society
New pact with society We are vigilant and responsive to the needs of Society 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 3 net emissions
Slide 15: Resuming 400 Mtpy iron ore capacity is a careful and complex task
Maximize flight to quality in Iron Ore Resuming 400 Mtpy iron ore capacity is a careful and complex task New assets and solutions Production and capacity (Mtpy) coming online 400 Ramp-up and • Serra Leste • Gelado project Northern 322 open new 302 System • North 240 Mtpy • Serra Sul 120 mining front
Slide 16: Implementing solutions for a sustainable mining
Maximize flight to quality in Iron Ore Implementing solutions for a sustainable mining Ore processing method 70% dry processing by 2024 40% 58% 69% Filtering: US$ 2.3 billion will be invested between 2020-2025 60% 1% 42% 16% 14% Dry concentration: US$ 125 million (Capex) in New Steel 2015 2018 400 M
Slide 17: China is at the center of our business goals
China is at the center of our business goals Strong local presence: 160 employees, 12 port commercial partnerships and 1 port JV 70% of iron ore seaborne market Industrial partnerships for nickel supply in Indonesia (dominant nickel supplier) Main strategic issues: • Proximity with customers / Iron
Slide 18: Assets and expansion plan in transition metals are platforms to the low-carbon economy
Base Metals transformation Assets and expansion plan in transition metals are platforms to the low-carbon economy Start-up in 2022 Start-up in 2024-25 Copper: Cu ~30-40 ktpy Cu ~80 ktpy ~500 ktpy with projects Salobo III Cristalino already in the pipeline and Potential project potential to organical
Slide 19: Focused on responsible exit from non-performing assets
Discipline in capital allocation Focused on responsible exit from non-performing assets Transfer of Potasio Rio VNC Exit: complete Closure of ferroalloy Colorado shares to the operations at the ▪ 12% GDP of a French overseas territory Province of Mendoza, in Simões Filho plant ▪ Exit: Opposition fro
Slide 20: Our discipline in capital allocation remains steady
0 Discipline in capital allocation Our discipline in capital allocation remains steady Discipline in Capital Allocation Shareholder Reparation De-risking Growth opportunities remuneration ▪ Brumadinho ▪ Safety & Operational ▪ Dividends ▪ Growth projects ▪ Renova Excellence ▪ Buybacks ▪ Other growth
Slide 21: Sell-side analysts recognize our strategy and performance
Sell-side analysts recognize our strategy and performance (2021) (2021) (2021) “We expect Vale to generate significant cash over the “Vale reported a solid set of 4Q20 results, surpassing next 5 years, even after deducting the Brumadinho expectations. Following the strong cash generation in the outf
Slide 22: Credit rating agencies acknowledge our progress with de-risking
Credit rating agencies acknowledge our progress with de-risking (2020) (2020) (2020) “(…) we upgraded Vale S.A.'s rating to Baa3 from Ba1, “(…)Fitch has also affirmed Vale S.A.'s national long-term with a stable outlook. The upgrade reflects the rating at 'AAA(bra)'. The Rating Outlook remains Stabl
Slide 23: On the right track to create value to our shareholders
On the right track to create value to our shareholders… Shares performance (%) US$ 147 142 Vale Peer 2 Peer 1 Peer 3 93 88 81 37 41 39 8 3 -4 -3 0 -6 -8 -17 1M 3M 6M 12M … while building a better Vale 23 23
Slide 24: Cultural Transformation and Governance Advancements
Cultural Transformation and Governance Advancements 24
Slide 25: Brumadinho identified a need for a robust Cultural Transformation
Brumadinho identified a need for a robust Cultural Transformation 2019 Turnaround 2020 2021 Covid-19 Brumadinho pandemic JAN MAR APR JUL DEC JAN MAR JUN DEC JAN New CEO Leaders’ Forum: Culture makes difference Board Leaders’ Forum: approval New Executive Board Diagnosis disclosure (Cultural Vale’s O
Slide 26: We continue to act on a clear and actionable plan
We continue to act on a clear and actionable plan… Our ambition • Adjust strategy • Follow-up on application of new Cultural Diagnosis 2025+ • Follow-up on Results 2022 • Diversity and Inclusion • Cultural Experience Agenda • Leadership Development as a role model 2021 • Independent Cultural • Purpo
Slide 27: Solid track record and commitment to governance and transparency
Solid track record and commitment to governance and transparency… ESG NDR¹ (2) ▪ Board engagement with investors ▪ Amended Bylaws ESG Webinars (2) ▪ Individual Board assessment ▪ At least 7 independent members Board Assessment ▪ ESG Gaps Action Plan ▪ Chairman elected by ▪ ESG Portal (Dec/19) shareh
Slide 28: Evolving in our engagement program with investors and society
… evolving in our engagement program with investors and society 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
Slide 29: Improvements incorporated into our bylaws
Improvements incorporated into our bylaws… …to ensure an adequate and orderly transition into a full corporation 29
Slide 30: Our governance model clearly defines the principles and roles
Our governance model clearly defines the principles and roles, allowing Essential works transparency and stability • Executive Team 30
Slide 31: Independent Nomination Committee and Board Nominees
Independent Nomination Committee and Board Nominees 31
Slide 32: Reputable backgrounds compose the Nomination Committee
Reputable backgrounds compose the Nomination Committee Pedro Parente Alexandre Gonçalves Silva Coordinator of Vale’s Nomination Committee Member of Vale’s Nomination Committee • Experience in corporate governance and crisis management • 40-year career and solid background in composition and acquired
Slide 33: The Nomination Committee worked with depth and breadth
The Nomination Committee worked with depth and breadth Nomination Policy Skills Matrix Stakeholders active Search process Proposed nominees listening for 2021-23 ▪ Minimum requirements ▪ Considering Vale’s ▪ 70 potential candidates ▪ Guidelines for continuous present and future Interviews with: mapp
Slide 34: Our skill matrix was enhanced to reflect required qualifications and experience
Our skill matrix was enhanced to reflect required qualifications and experience 34
Slide 35: Balanced renewal and increased independence
Balanced renewal and increased independence 10 out of 12 nominees added to the Board since 2019 35
Slide 36: Desired skills are strongly presented by the nominees
Desired skills are strongly presented by the nominees Average: 12 members Tenure 1.5 years Average: Age 63 years 36
Slide 37: Management Remuneration – Pay for Performance
Management Remuneration – Pay for Performance 37
Slide 38: Executive Team adjusted for greater accountability
Named Executive Officers Executive Team Eduardo Bartolomeo Alexandre D’Ambrosio Alexandre Pereira Chief Executive Officer Executive Officer Executive Officer adjusted for Legal Business Support greater Carlos Medeiros Luciano Siani Pires Luiz Eduardo Osorio accountability, Executive Officer Executiv
Slide 39: Vale improved its executive compensation policy
Vale improved its executive compensation policy… Policy in 2018 Policy in 2021 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 indicator (ESG-20%), in addition to O
Slide 40: Greater proportion of variable long-term compensation and non-financial metrics
… as reflected by the greater proportion of variable long-term compensation and non-financial metrics… CEO Evolution of non-financial metrics Evolution Mix Total Compensation (collective goals) 55% 15% 43% 40% 57% 80% TSR 68% 20% ESG 10% 30% 33% 10% 10% 32% 20% 20% 24% 55% non- 10% 10% 10% 10% 20% f
Slide 41: Indicators for Cultural Transformation and VPS in 2021 Goals Panel
… and included collective indicators for Cultural Transformation and VPS in its 2021 Goals Panel People and cultural transformation Total non-financial indicators 55% 55% 55% 80% 55% 41
Slide 42: Our standpoint on the nomination by certain shareholders
Our standpoint on the nomination by certain shareholders 42
Slide 43: Quote from Isabella Saboya on the nomination process
“I can say that it is unprecedented in the Brazilian capital market to carry out such an organized and independent process of nominating the nominees for the Board of Directors as the one conducted by Vale” Isabella Saboya Independent member of Vale’s Board of Director Did not run for Board in 2021
Slide 44: Our standpoint on the nomination by certain shareholders
Our standpoint on the nomination by certain shareholders The nominating shareholders have not engaged at all with the Board of Directors during 1 the current tenure to address their concerns and suggest improvements The shareholders’ nominees fail to complement the skills matrix that was structured
Slide 45: Final remarks
Final remarks 45
Slide 46: We are supporting the evolution of Vale's governance towards excellence
We are supporting the evolution of Vale’s governance towards excellence Proposed independent chairman, valuing a long professional history, extensive knowledge of Vale and notable experience as mining engineer, in sustainability and the climate agenda, in risk management and institutional relations
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Slide 48: Appendix: Nominees' Biographies
APPENDIX Nominees’ Biographies 48
Slide 49: José Luciano Duarte Penido, Chairman Nominee
Education a + Degree in Mining Engineering fiom the Engineering School of the Universidade Federal de Minas Gerais (December 1971) 7 Current member of the Board of Past experiences Directors of ValeS.A.(sinc@2019) | Chairman of the Board of * Coordinator of the Sustainability Directors ofFibria Celu
Slide 50: Nominee biographies
Education ‘+ BA, Asian Studies, Economics and China - Grifith University, + Course in Intemational Management - INSEAD (1996), Education + PhD, Chemistry, Colorado State University, CO, USA (1934), + BSc, Chemistry, Maryville College, TN, USA (1979) Boards of Directors of other publicly-traded compa
Slide 51: de Oliveira Rodrigues Filho
de Oliveira Rodrigues Filho Knowledge of Business in Asi Institutional Relations Knowledge of Vale Commercial and Trading Mining Steel Industry Global Supply Chain Logi Other relevant information 3 years of experience in mining, with rational and international experience in strategy, negotiation and
Slide 52: Ken Yasuhara
Ken Yasuhara Knowledge of Business in Asta Knowledge of Vale Risk and Safety Management Management of Operations Commercial and Trading Steel Industry Other relevant information ‘More than 20 years of experience in the mining Sector, in two of japan's largest multinational conglomerates, ‘Sumitomo a
Slide 53: Murilo Cesar Lemos dos Santos Passos
On ] Education «+ Degree in Chemical Engineering from Universidade Federal do Rio de Janeiro (1971) Member of the Board of Directors _ Past experiences ¥ of Vale S.A. (since December 2019). tember of the Management g + Member of the Financial Committee Committee of Suzano Holding S.A. (since Decembe
Slide 54: Roger Downey
Education + Degree in Business Administration, Australian National Business School (2003). + Master's degree in Business Administration, University of Wester Australia (2003) Member of the Board of Directors of Vale S.A. (since December 2019) + Member of the Operational Excellence and Risk Committee
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