The Fiscal Council of VALE S.A. ("Company" or "Vale"), in accordance with the duties set forth in item III of Article 163 of Law No. 6,404/1976 and in Article 4, VI of the Internal Regulations of said body, has examined the proposal for the merger of the following companies: BAOVALE MINERAÇÃO S.A. ("BAOVALE"), a privately held corporation, headquartered at Praia de Botafogo, No. 186, room 1801, Botafogo, in the city of Rio de Janeiro, state of Rio de Janeiro, ZIP Code 22.250-145, enrolled with the CNPJ/MF under No. 04.660.182/0001-88 and registered with the Board of Trade of the State of Rio de Janeiro - JUCERJA under NIRE 33.3.0026905-3, the merger of the wholly owned subsidiary Baovale into Vale, without an increase in Vale's capital stock or the issuance of new shares by Vale; and CDA LOGÍSTICA S.A. ("CDA"), a privately held corporation, headquartered in the city of Congonhas, state of Minas Gerais, at Rodovia MG-030, Joaquim Murtinho, KM 1.2, s/n, Rural Zone, ZIP Code 36.417-899, enrolled with the CNPJ/MF under No. 43.157.622/0001-30 and registered with the Board of Trade of the State of Minas Gerais under NIRE 31300157440, the merger of the wholly owned subsidiary CDA into Vale, without an increase in Vale's capital stock or the issuance of new shares by Vale ("Merger"). The Council also examined the Protocols and Justifications for the merger of Baovale and CDA into Vale, documents containing the remaining terms and conditions applicable to the Merger, as well as the Appraisal Reports of the Book Value of the shareholders' equity of BAOVALE and CDA, prepared by Macso Legate Auditores Independentes ("MLegate").
Based on the reviewed documents and the information and clarifications provided by the Company's management, the undersigned members of the Fiscal Council issue this Opinion stating that the Merger proposal is in suitable condition to be submitted to the Extraordinary General Meeting of Vale to be convened.
Rio de Janeiro, February 26, 2026.
Raphael Manhães Martins Adriana de Andrade Solé Chairman Member of the Fiscal Council
Aristóteles Nogueira Filho Dario Carnevalli Durigan Member of the Fiscal Council Member of the Fiscal Council
Márcio de Souza Member of the Fiscal Council