Table of Contents

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the

Securities Exchange Act of 1934

For the month of

March 2015

Vale S.A.

Avenida Graça Aranha, No. 26
20030-900 Rio de Janeiro, RJ, Brazil

(Address of principal executive office)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

(Check One) Form 20-F x Form 40-F o

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1))

(Check One) Yes o No x

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7))

(Check One) Yes o No x

(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

(Check One) Yes o No x

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82-   .)

Table of Contents

Table of Contents:

Table of Contents

MANUAL FOR PARTICIPATION

IN THE VALE S.A.

SHAREHOLDERS’ ANNUAL AND SPECIAL GENERAL MEETINGS

1

Table of Contents

Index

2

Table of Contents

I — Notice of Meeting

The Shareholders of Vale S.A. (“Vale”) are hereby called to the Shareholders’ Annual and Special Meetings which will convene, cumulatively, on April 17, 2015, at 11:00 AM, at Avenida das Américas # 700, 2º andar, Sala 218 (auditorium), Città America, Barra da Tijuca, in this City, Rio de Janeiro, in order to deliberate on the following Agenda:

1. Shareholders’ Annual Meeting

1.1 Evaluation of management’s annual report and, analysis, discussion, and vote on the financial statements for the fiscal year ending on December 31, 2014;

1.2 Proposal for the destination of profits for the 2014 fiscal year;

1.3 Election of the members of the Board of Directors;

1.4 Election of the members of the Fiscal Council; and

1.5 Establishment of the remuneration of the senior management and members of the Fiscal Council for the year 2015.

2. Shareholders’ Special Meeting

2.1 Proposal to amend Vale’s Bylaws to:

3

Table of Contents

4

Table of Contents

5

Table of Contents

II — Procedures for participation in the Meetings

2.1 Shareholder participation in general meetings

Vale shareholders may attend General Meetings personally or be represented by a duly constituted attorney.

Shareholders are requested to kindly arrive in advance of Meetings so that the documents necessary for their participation can de duly checked.

The following documents will be required for shareholders to participate in General Meetings:

6

Table of Contents

2.2. Proxy Representation

Shareholder participation in Meetings can be in person or through a duly constituted Attorney, observing the terms of §1 of Art. 126 of law # 6,404/76. It is also necessary that the attorney should have been nominated less than 1 (one) year previously, and qualify as a shareholder, a Vale executive, a lawyer registered with the Brazilian Bar Association, or be a financial institution.

In the case of proxy in a foreign language, it should be accompanied by the corporate documents, in the case of a corporate entity, and the proxy instrument adequately prepared in Portuguese, notarized and consularized.

In item V of this manual there is a proxy template for reference purposes for shareholders. Shareholders will also be able to use proxies other than that suggested in this guide, as long as they are in accordance with the provisions of law # 6,404/76 and the Brazilian Civil Code.

For the purpose of expediting the process of conducting the Meetings, those shareholders represented through a power of attorney (proxy) may, at their sole and exclusive discretion, send the representative documents seventy-two hours (72) prior to the Meetings, to the following address:

7

Table of Contents

Attn.: Investor Relations Officer

Av. Graça Aranha, 26, 12º andar

Centro — Rio de Janeiro — RJ

Regarding the above-mentioned deadline, we point out that the shareholder who appears by the start of the Meetings with the required documents will be entitled to participate and vote, even if he or she have not submitted them in advance.

III — The Vote

3.1 Voting Rights

Pursuant to Article 5 of Vale’s By-Laws, each common share, each class “A” preferred share, and each special class preferred share allows for one vote in the deliberations of the General Meeting, and it is certain that class “A” and special preferred shares have the same political rights as the common shares, except for voting to elect members of the Board of Directors, excluding the provisions of §2º and §3º of Article 11 of the By-Laws, as well as the right to elect and dismiss a member of the Fiscal Council and his respective substitute.

We emphasize that under the terms of CVM Instruction # 165/91, as amended by the CVM Instruction # 282/98, the minimum percentage of participation in the Vale’s voting capital required to request multiple voting is 5% (five percent).

IV — Agenda Items of the Shareholders’ General and Special Meetings

All documents regarding the agenda of Vale Shareholders’ General and Special Meetings are available to the shareholders at the main offices of Vale, on the Company’s web site (http://www.vale.com), and on the web sites of the Brazilian Securities and Exchange Commission (www.cvm.gov.br), the BM&FBovespa S.A. — São Paulo Stock Exchange (www.bmfbovespa.com.br), the Securities and Exchange Commission (www.sec.gov), and The Stock Exchange of Hong Kong Limited (www.hkex.com.hk).

8

Table of Contents

4.1 Annual General Meeting

4.1.1 Evaluation of the management’s annual report and analysis, discussion, and vote on the financial statements for the fiscal year ending on December 31, 2014

In order to deliberate on this issue, the following documents will be available to the shareholders: (a) the Annual Management Report, the Financial Statements and the Opinion of the Independent Auditors — KPMG Auditores Independentes, which will be published as required by current legislation; (b) the Opinions of the Board of Directors and the Fiscal Council, dated 02/25/2015.

4.1.2 Proposal for the destination of profits for the 2014 fiscal year

In order to deliberate on this issue, the following documents will be available to the shareholders: (a) the Proposal of the Senior Management for the destination of profits for the fiscal year ended on 12/31/2014; (b) the Attachment to the proposal, pursuant to CVM Instruction # 481/09 (Attachment 9-1-II); (c) the Opinions of the Board of Directors and the Fiscal Council regarding the destination of profits, dated 02/25/2015

4.1.3 Election of the members of the Board of Directors of Vale

Pursuant to Article 11 of Vale’s By-Laws, the Board of Directors is composed of eleven members and their respective substitutes, who are shareholders of the company. The mandate term for members of the Board of Directors is two years, and re-election is allowed. The election of the members of the Board of Directors shall comply with the provisions established under current legislation and those under Vale’s By-Laws.

4.1.3.1 — Candidates indicated by the controlling shareholder, Valepar S.A.

Pursuant to the provisions set forth in Article 10 of CVM Instruction N. 481/2009, below please find information with respect to the candidates indicated to be elected/reelected by controlling shareholder Valepar S.A. to hold positions as effective and alternate members of the Board of Directors, pursuant to items 12.5 through 12.10 of the Reference Form, as set forth in Annex A of CVM Instruction # 552/2014, by virtue of the instruction provided for in the Circular-Letter/CVM/SEP/# 02/2015.

9

Table of Contents

10

Table of Contents

11

Table of Contents

12

Table of Contents

13

Table of Contents

Main professional experience:

Effective members:

Dan Antonio Marinho Conrado

Mr. Conrado is the Chairman of the Board of Directors and Member of the Strategic Committee of Vale since October 2012. His main professional experiences over the last five years include: (i) President of PREVI — Caixa de Previdência dos Funcionários do Banco do Brasil (from 2012 to 2014), complementary pension fund entity; (ii) Chairman of the Board of Directors (since 2012) and Chief Executive Officer of Valepar S.A. (since 2012), controlling shareholder of Vale, a closely-held company developing holding company activities; (iii) Member of the Board of Directors of Aliança do Brasil S.A. (from 2010 to 2011), closely-held insurer; (iv) Alternate Member of the Board of Directors of Brasilprev S.A. (from January 2010 to March 2010), a publicly-held private pension fund entity; (v) Member of the Board of Directors of Fras-Le S.A. (from 2010 to 2013), publicly-held company that manufactures friction materials; (vi) Alternate Member of the Board of Directors of Mapfre BBSH2 Participações S.A. (since 2011), publicly-held insurer; (vii) São Paulo-SP Distribution Officer (from 2010 to 2011) of Banco do Brasil S.A., publicly-held financial institution, in which he still holds the position of (viii) Retail, Distribution and Operations Vice-President (from 2011 to 2012). Mr. Conrado holds a Law degree from Dom Bosco University/MS, concluded on December 2001, and holds an MBA from Fundação COPPEAD/Federal University of Rio de Janeiro, concluded on October 1998, and an MBA in Business Administration from INEPAD - Instituto de Ensino e Pesquisa em Administração/Federal University of Mato Grosso - UFMT, concluded on October 2009.

Fernando Jorge Buso Gomes

The main professional experiences of Mr. Gomes over the last 5 years include: (i) Officer of Banco Bradesco BBI S.A. (since 2006), investment bank; (ii) Member of the Board of Directors of Sete Brasil S.A. (since 2011), company from offshore segment; (iii) Chairman of the Board of Directors of Smartia Corretora de Seguros S.A. (since 2012), insurance broker; (iv) Chairman of the Board of Directors of SMR Grupo de Investimentos e Participações S.A. (since 2014), holding company; (v) Member of the Board of Directors of BCPAR S.A. (since 2013), holding company; (vi) Member of the Board of Directors of 2b Capital S.A. (since 2014), investment management company; (vii) Member of the Board of Directors of BR Towers S.A. (from 2013 to 2014); (viii) Member of the Board of Directors of CPFL Energias Renováveis S.A. (from 2011 to 2014), energy production publicly-held company; (ix) and Member of the Board of

14

Table of Contents

Directors of LOG Commercial Properties S.A. (since 2013), publicly-held company operating in construction segment. Mr. Gomes holds a bachelor’s degree in Economic Sciences from Integrated College Bennett, concluded on December 1978.

Marcel Juviniano Barros

Mr. Barros is member of the Board of Directors of Vale since 2012. The main professional experiences of Mr. Barros over the last 5 years include: (i) Officer of Seguridade da PREVI — Caixa de Previdência dos Funcionários do Banco do Brasil (since 2012), supplementary pension fund entity; (ii) Member of the Board of Directors of Valepar since 2012, controlling shareholder of Vale, a closely-held company developing holding company activities; (iii) from 1987 to 2012, Mr. Barros placed several position in Banco do Brasil S.A., financial institution, where he has also exercised the function as Union Auditor; (iv) General Secretary of the Brazilian Confederation of Financial Segment Workers, where he coordinated international networks (from 2008 to 2011); (v) member of the  Board of Directors of Principles for Responsible Investiment da ONU since 2012. Mr. Barros holds a bachelor’s degree in History from FESB - Fundação Municipal de Ensino Superior de Bragança Paulista in1995.

Tarcísio José Massote Godoy

The main professional experiences of Mr. Godoy over the last 5 years include: (i) General Officer of Bradesco Auto/RE, Bradesco Seguros S.A. (from 2013 to 2014), insurance segment company; (ii) Vice-President of Federação Nacional de Seguros Gerais (from 2013 to 2014), insurance segment entity; (iii) Executive Officer of Bradesco Seguros S.A. (from 2010 to 2013), insurance segment company; (iv) Chief Executive Officer of BrasilPrev (from 2008 to 2010), company operating in private pension fund segment; (v) Vice-President of Federação Nacional de Previdência Privada e Vida (from February to September 2010), private pension fund segment entity; (vi) Member of the Board of Directors of IRB Brasil Resseguros (from March to December 2014), entity operating in re-insurance market; (vii) Member of the Fiscal Council of CEABS — Instituto Brasileiro de Governança Corporativa (from March to December 2014); (viii) Alternate Member of the Fiscal Council of Vale S.A. (from 2003 to 2007). Mr. Godoy holds a bachelor’s degree in Civil Engineering from University of Brasília on December 1985, a post-graduate degree in Geotechnical Engineering, concluded on October 1987, and a post-graduate degree in Civil Engineering, concluded on December 1991, as well as a master’s degree in Public Economy, concluded on November 2009, also from University of Brasília.

15

Table of Contents

Gueitiro Matsuo Genso

The main professional experiences of Mr. Genso over the last 5 years include: (i) Chief Executive Officer of PREVI — Caixa de Previdência dos Funcionários do Banco do Brasil (since 2015), supplementary pension fund entity (ii) Officer of Natural Person Clients of Banco do Brasil S.A. (2014 a 2015), financial institution, where he also held the positions of (iii) Real Estate Credit Officer (from 2011 to 2014); and (iv) Loans Officer (2010 to 2011); (v) Product Officer of Banco Nossa Caixa (from 2009 to 2010), financial institution; (vi) Effective Member of the Fiscal Council of BB Mapfre SH1 Participações S.A. (since 2011), insurance segment company; (vii) Effective Member of the Fiscal Council of Mapfre BB SH2 Participações S.A. (since 2011); (xviii) Effective Member of the Board of Directors of Câmara Interbancária de Pagamentos (from 2014 to 2015), non-for-profit entity that offsets and liquidates payment instruments; (xix) Natural Person Segment Officer of Federação Brasileira de Bancos (from 2010 to 2015), entity that represents the bank segment. Mr. Genso holds a bachelor’s degree in Business Administration from Faculdade Sociedade Paranaense de Ensino e Informática (SPEI) on August 2002. He holds an MBA in High Management General Basic Graduation from Fundação Getúlio Vargas (FGV-PR), concluded on August 1998, and in Agribusiness from Escola Superior de Agricultura Luiz de Queiroz (ESALQ/USP), concluded on July 2002.

Sergio Alexandre Figueiredo Clemente

Mr. Clemente is an Effective Member of the Board of Directors of Vale (since 2014). His main professional experiences over the last 5 years include: (i) Effective Member of the Board of Directors of Valepar S.A. (since 2014), holding company and controlling shareholder of Vale; (ii) Vice-Chief Executive Officer, member of the integrated Management Committee of Risks and Capital Allocation of Banco Bradesco (since 2012) and member of the Sustainability Committee (since 2014), publicly-held financial institution, where he held the positions of (iii) Managing Executive Officer (from 2006 to 2012); (iv) Member of the Board of Directors of Cidade de Deus — Companhia Comercial de Participações (since 2012), holding company; (v) Officer of Nova Cidade de Deus Participações S.A. (since 2012), holding company; (vi) Vice-President of Bradesco Leasing S.A. — Arrendamento Mercantil (since 2012), a publicly-held company operating in leasing segment; and (vii) Officer of Bradespar S.A. (since 2014), a publicly-held holding. In addition, Mr. Clemente places the following positions at other companies and third segment organizations: (i) Chairman of the Board of Directors of 2bCapital S.A. (since 2010); (ii) Officer of Aicaré Holding Ltda. (since 2012); (iii) Officer of Alvorada Administrador de Cartões Ltda. (since 2012); (iv) Officer of Alvorada Companhia Securitizadora de Créditos Financeiros (since 2012); (v) Officer of Alvorada Serviços e Negócios Ltda. (since 2012); (vi) Officer of Amapari Holdings S.A. (since 2012); (vii) Officer of Andorra Holdings S.A. (since 2012); (viii) Officer of Antares

16

Table of Contents

Holdings S.A. (since 2014); (ix) Officer of Aporé Holdings S.A. (since 2012); (x) Officer of Aquarius Holdings S.A. (since 2012); (xi) Officer of Aranaú Holdings S.A. (since 2012); (xii) Officer of Baíra Holdings S.A. (since 2012); (xiii) Officer of Banco Alvorada S.A. (since 2012); (xiv) Officer of Banco Boavista Interatlântico S.A. (since 2012); (xv) Vice-President of Banco Bradescard S.A. (since 2012); (xvi) Chairman of Banco Bradesco Argentina S.A. (since 2012); (xvii) Vice-President of Banco Bradesco BBIS.A. (since 2012); (xviii) Vice-President of Banco Bradesco BERJ S.A. (since 2012); (xix) Vice-President of Banco Bradesco Cartões S.A. (since 2012); (xx) Member of the Board of Directors of Banco Bradesco Europa S.A. (since 2011); (xxi) Vice-President of Banco Bradesco Financiamentos S.A. (since 2012); (xxii) Officer of Banco CBSS S.A. (since 2012); (xxiii) Vice-President of Baneb Corretora de Seguros S.A. (since 2012); (xxiv) Vice-President of Bankpar Brasil Ltda. (since 2012); (xxv) Vice-President of Bankpar Consultoria e Serviços Ltda. (since 2012); (xxvi) Officer of Barinas Holdings S.A. (since 2012); (xxvii) Member of the Board of Directors of BBD Participações S.A. (since 2012); (xxviii) Officer of BCN — Consultoria, Administração de Bens, Serviços e Publicidade Ltda. (since 2012); (xxix) Vice-President of BEC — Distribuidora de Títulos e Valores Mobiliários Ltda. (since 2012); (xxx) Vice-President of BEM — Distribuidora de Títulos e Valores Mobiliários Ltda. (since 2012); (xxxi) Vice-President of BF Promotora de Vendas Ltda. (since 2012); (xxxii) Officer of BMC Asset Management — Distribuidora de Títulos e Valores Mobiliários Ltda. (since 2012); (xxxiii) Vice-President of BP Promotora de Vendas Ltda. (since 2012); (xxxiv) Vice-President of Bpar Corretagem de Seguros Ltda. (since 2012); (xxxv) Officer of Bradescard Elo Participações S.A. (since 2012); (xxxvi) Vice-President of Bradesco Administradora de Consórcio Ltda. (since 2012); (xxxvii) Vice-President of BRAM - Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários (since 2012); (xxxviii) Vice-President of Bradescor Corretora de Seguros Ltda. (since 2012); (xxxix) Vice-President of the Board of Directors of Bradesco Securities Hong Kong Limited (since 2011); (xl) Vice-President of the Board of Directors of Bradesco Securities UK Limited (since 2011); (xli) Vice-President of the Board of Directors of Bradesco Securities, Inc. (since 2011); (xlii) Vice-President of Bradesco Services Co., Ltd. (since 2011); (xliii) Officer of Bradesplan Participações Ltda. (since 2012); (xliv) Manager of Bradport — S.G.P.S. Sociedade Unipessoal Ltda. (since 2012); (xlv) Officer of Brasilia Cayman Investments II Limited (since2013); (xlvi) Officer of Brasilia Cayman Investiments III Limited (since  2013); (xlvii) Officer of Brumado Holdings Ltda. (since 2014); (xlviii) Member of the Strategic Committee (non-statutory body) of BSP Empreendimentos Imobiliários S.A (since 2013); (xil) Officer of Caetê Holdings Ltda. (since 2012); (l) Officer of Carson Holdings Ltda. (since 2012); (li) Officer of Celta Holdings S.A. (since 2012); (lii) Officer of Cerrado Serviços Ltda. (since 2012); (liii) Officer of Cidade Capital Markets Ltd. (since 2012); (liv) Officer of Columbus Holdings S.A. (since 2012); (lv) Officer of Companhia

17

Table of Contents

Securitizadora de Créditos Financeiros Rubi (since 2012); (lvi) Officer of Elba Holdings Ltda. (since 2012); (lvii) Officer of Elvas Holdings Ltda. (since 2012); (lviii) Officer of Embaúba Holdings Ltda. (since 2012); (lix) Officer of Everest Leasing S.A. Arrendamento Mercantil (since 2012); (lx) Officer of Ferrara Participações S.A. (since 2012); (lxi) Vice-President of Ganant Corretora de Seguros Ltda.  (since 2012); (lxii) Vice-President of Ibi Corretora de Seguros Ltda. (since 2012); (lxiii) Vice-President of Imagra Imobiliária e Agrícola Ltda. (since 2012); (lxiv) Officer of Japira Holdings S.A. since 2012); (lxv) Officer of Lecce Holdings Ltda. (since 2012); (lxvi) Officer of Lyon Holdings Ltda. (since 2012); (lxvi) Officer of Manacás Holdings Ltda. (since 2012); (lxvii) Officer of Manibu Holdings Ltda. (since 2012); (lixx) Officer of Marselha Holdings S.A. (since 2012); (lxx) Officer of Miramar Holdings S.A. (since 2012); (lxxi) Managing Officer of NCD Participações S.A. (since 2013); (lxxii) Officer of NCF Participações S.A. (since 2012); (lxxiii) Officer of Nova Marília Administração de Bens Móveis e Imóveis Ltda. (since 2012); (lxxiv) Officer of Nova Paiol Participações Ltda. (since 2012); (lxxv) Officer of Promosec Companhia Securitizadora de Créditos Financeiros (since 2012); (lxxvi) Vice-President of PTS Viagens e Turismo Ltda. (since 2012); (lxxvii) Officer of Quixaba Empreendimentos e Participações (since 2012); (lxxiii) Officer of Quixaba Investimentos S.A. (since 2012); (lxxix) Officer of Rubi Holdings Ltda. (since 2012); (lxxx) Officer of Serel Participações em Imóveis S.A. (since 2012); (lxxxi) Officer of Settle Consultoria, Assessoria e Sistemas Ltda. (since 2012); (lxxxii) Vice-President of ShopFácil Soluções em Comércio Eletrônico S.A. (since 2013); (lxxxiii) Officer of STVD Holdings S.A. (since 2012); (lxxxv) Officer of Taíba Holdings Ltda. (since 2012); (lxxxiv) Officer of Tandil Holdings S.A. (since2012); (lxxxvii) Officer Tapajós Holdings Ltda. (since 2012); (lxxxv) Vice-President of Tempo Serviços Ltda. (since 2012); (lxxxvi) Officer of Tibre Distribuidora de Títulos e Valores Mobiliários Ltda. (since 2012); (lxxxvii) Officer of Tibre Holdings Ltda. (since 2012); (xci) Officer of Titanium Holdings S.A. (since 2012); (ixc) Officer of Top Clube Bradesco, Segurança, Educação e Assistência Social (since 2012); (xci) Officer of Treviglio Holdings Ltda. (since 2012); (xciii) Officer of União Participações Ltda. (since 2012); (xciv) Officer of Varese Holdings Ltda. (since 2012); (xcv) Officer of Veneza Empreendimentos e Participações S.A. (since 2012); and (xcvi) Officer of Viareggio Holdings Ltda. (since 2012). Mr. Clemente is also a Member of Managing Body (since 2000) and Managing Officer (since 2012) of Fundação Bradesco; Member of the Board of Directors (since 2006) and Managing Officer (since 2012) of Fundação Instituto de Moléstias do Aparelho Digestivo e da Nutrição, and Officer of Millennium Security Holdings Corp (since 2014). Mr. Clemente holds a bachelor’s degree in Mechanical Engineering from PUC — MG in 1983, and an Executive MBA in Finance from IBMEC in 1987, as well as specialization in Finance through the PDG-EXEC of Sociedade de Desenvolvimento Empresarial in

18

Table of Contents

1992, as well as participated in the Advanced Management Program — PGA, provided by Fundação Dom Cabral and INSEAD in 2006.

Hiroyuki Kato

Mr. Kato is an Effective Member of the Board of Directors of Vale (since 2014). His main professional experiences in the last five years include: (i) the following positions at Mitsui & Co., Ltd., a publicly-held trading company: (i) Executive Officer and Energy I Business Unit Operations Officer (from 2012 to 2014), Energy I Operations Officer (from April 2010 to March 2012), General Manager of Exploration and Production Division — Energy I Business Unit, at Tokyo’s headquarters (from 2008 to 2010); (ii) Member of the Board of Directors of Mitsui Oil Exploration Co., Ltd., an oil and gas segment closely-held company (from 2008 to 2014); (iii) Member of the Board of Directors of Canada Oil Sands Co., Ltd., an oil and gas segment closely-held company (from 2010 to 2013); (iv) Member of the Board of Directors of Mitsui Oil Co., Ltd., a closely-held company for sale of oil products (from 2010 to 2012). Mr. Kato holds a bachelor’s degree in Commercial Sciences from Keio University, concluded on March 1979, and an MBA in Business Administration, from MIT Sloan School of Management, concluded in June 1996.

Oscar Augusto de Camargo Filho

Mr. Camargo Filho is an Effective Member of the Board of Directors of Vale (since 2003), Member of the Strategic Committee (since 2006) and Member of the Executive Development Committee (since 2003). His main professional experiences over the last 5 years include: (i) Effective Member of the Board of Directors of Valepar S.A. (since 2003), controlling shareholder of Vale, a holding closely-held company; and (ii) PartnerDirector of CWH Consultoria Empresarial (since 2003), advisory company. Mr. Camargo Filho holds a Law degree from Law Scholl of the University of São Paulo, concluded on December 1963, and a post-graduate degree in International Marketing from Cambridge University, concluded on September 1971.

Luciano Galvão Coutinho

Mr. Coutinho is an Effective Member of the Board of Directors (since 2007) and Member of the Strategic Committee of Vale (since 2009), having also served as a member of such committee from 2005 to 2006. His main professional experiences over the last 5 years include: (i) Chairman of Banco Nacional de Desenvolvimento Econômico e Social — BNDES (since 2007), development bank controlling BNDES Participações S.A. — BNDESPAR; and (ii) Member of the Board of Directors of Petróleo Brasileiro S.A. — PETROBRAS (since 2014), publicly-held company that exercises

19

Table of Contents

activities of oil and gas exploration and refining and production or oil derivatives. He is also (i) Member of the International Advisory Board of Fundação Dom Cabral (since 2009), educational institution for the development of executives, businessman and companies; (ii) Member of the Board of Trustees of Fundação Nacional da Qualidade (since 2013), entity that develops management excellence principles; (iii) Member of the Board of Directors of Fundo Nacional de Desenvolvimento Científico e Tecnológico (since 2007), financial assistance entity; and (iv) Member of the International Advisory Board of Conselho Nacional de Desenvolvimento Industrial, entity responsible for proposing industrial promotion policies in Brazil. Mr. Coutinho holds a bachelor’s degree in Economy from the University of São Paulo, concluded on June 1969, a master’s degree in Economy from the Economic Research Institute of the University of São Paulo, concluded on June 1970, and a PhD on Economy, from Cornell University, concluded on January 1975.

Alternate members

Marco Geovanne Tobias da Silva

The main professional experiences of Mr. Silva over the last 5 years include: [(i) Effective Member of the Board of Directors of Valepar S.A. (since 2011), controlling shareholder of Vale, privately held company that performs holding activities; (ii) Investor Relations Manager of Bank of Brazil S.A. (1999 to 2010), financial institution publicly-held; (iii) Officer of Participações da PREVI - Caixa de Previdência dos Funcionários do Banco do Brasil (since 2010), supplementary pension fund entity; (iv) Chairman of the Board of Directors of Companhia de Energia Elétrica da Bahia — Coelba (since 2011), publicly-held company performing distribution activity and sale of electric energy, where he also exercised the position of Member of the Fiscal Council (from 2002 to 2010); (v) Chairman of the Board of Directors of Neoenergia S.A. (since 2011), publicly-held company that performs holding activities in the power sector, where he also holds the position of Chairman of the (a) Audit Committee and (b) Compensation Committee, both since 2011; (vi) Chairman of the Board of Directors of Companhia Energética do Rio Grande do Norte — COSERN (since 2011), publicly-held company performing distribution activity and sale of electric energy; (vii) Chairman of the Board of Directors of Companhia Energética de Pernambuco — CELPE (since 2011), publicly-held company performing distribution activity and sale of electric energy; (viii) Member of the Board of Directors of Litel Participações S.A. (since 2011), publicly-held company that performs holding activities; (ix) Member of the Board of Directors of Litela Participações S.A. and Litelb Participações S.A. (since 2011), companies that perform holding activities and are direct subsidiaries of Litel Participações S.A.; (x) Member of the Board of Directors of 521 Participações S.A. (since 2011), publicly-held company

20

Table of Contents

that performs holding activities; (xi) Chairman of the Board of Directors of companies controlled by holding Neoenergia S.A., listed below, that is engaged in the study, design, construction and operation of electric energy generation and transmission systems and related services, whose publicly-held companies are: (a) Afluente Geração de Energia Elétrica S.A.; (b) Afluente Transmissão de Energia Elétrica S.A.; (c) Itapebi Geração de Energia S.A. e (d) Termopernambuco S.A.; and closely-held companies are: (a) Baguari I Geração de Energia Elétrica S.A.; (b) Bahia PCH I S.A.; (c) Bahia Pequena Central Hidrelétrica S.A. (Bahia PCH II); (d) Bahia Geração de Energia S.A. (Bahia PCH III); (e) Geração Céu Azul S.A.; (f) Geração CIII S.A.; (g) Goiás Sul Geração de Energia S.A.; (h) NC Energia S.A.; (i) SE Narandiba S.A. and (j) PCH Alto do Rio Grande S.A.; and (xii) Chairman of the Board of Directors of Belo Monte Participações S.A. (since 2011), a company that performs holding activities, controlled by Neoenergia S.A. Mr. Silva holds a bachelor’s degree in Economy from the University of Brasília, concluded on June 1990, an MBA in Marketing from COPPEAD/Federal University of Rio de Janeiro in 1996, a masters’ degree in Administration from IBMEC on December 2013.]

Moacir Nachbar Junior

The main professional experiences of Mr. Nachbar Junior over the last 5 years include: (i) Executive Officer Manager of Banco Bradesco S.A. (since February 2015), financial institution; (ii) Alternate Member of the Officer of the Board of Brazilian Association of Public Companies — ABRASCA (since 2013), a civil association advising the interests of public companies; (iii) Alternate Member of the Board of Directors of Fidelity Processadora e Serviços S.A. (since 2012), a credit card processing company; (iv) Member of the Supervisory Desk of Fundação Bradesco (since 2005), a foundation focused on education; (v) Member of the Board of Directors Fundação Instituto de Moléstias do Aparelho Digestivo e da Nutrição (since 2012), a hospital-medical support foundation; (vi) Alternate Member of the Advisory Board of Fundo Garantidor de Créditos — FGC (since 2013, a fund that provides credit collaterals against member institutions. Mr. Nachbar Junior holds a bachelor’s degree in Accounting, concluded on December 1987, and “Lato Sensu” post-graduate degree in Financial Administration, concluded on July 1990, from Faculdades Integradas “Campos Salles”, MBA Controller from FIPECAFI - Fundação Instituto de Pesquisa Contábeis, Atuariais e Financeiras - FEA-USP, concluded on November 2000 and Tuck Executive Program from Tuck School of Business at Dartmouth - Hanover, New Hampshire, USA, concluded on August 2009.

21

Table of Contents

Francisco Ferreira Alexandre

Mr. Alexandre is an Alternate Member of the Board of Directors of Vale (since 2013). His main professional experiences over the last 5 years include: (i) Managing Officer of BRF Previdência (since 2012), a pension fund; (ii) Administration Officer of PREVI — Caixa de Previdência dos Funcionários do Banco do Brasil (2003 to 2010), supplementary pension fund entity; (iii) Vice-President of the Board of Directors of BRF — Brasil Foods S.A. (2009 to 2011), an animal protein food company; and (iv) Member of the Board of Directors of Kepler Weber S.A. (2011 to 2013), a farming product transportation and warehousing structure manufacturing company. Mr. Alexandre holds Law degree from Centro de Ensino Superior de Alagoas — CESMAC, concluded on December 1992, a bachelor’s degree in Civil Engineering from Federal University of Alagoas — UFAL, concluded on March 1994, a post-graduate degree in Economy and People Management from PUC São Paulo, concluded on July 2002, an MBA in Corporate Finance from IAG of Pontifícia Universidade Católica of Rio de Janeiro — PUC-RJ, concluded on December 2004, and concluded the AMP — Advanced Management Program from Harvard Business School on October 2009.

Gilberto Antonio Vieira

The main professional experiences of Mr. Vieira over the last 5 years include: (i) General Secretary Officer of Confederação Nacional dos Trabalhadores nas Empresas de Crédito (since 1996), class entity; (ii) Alternate Member of the Board of Directors of Cooperativa Habitacional ANABB Ltda. (since 2014), housing cooperative (iii) Member of the Fiscal Council of the Caixa de Assistência dos Funcionários do Banco do Brasil (2008 to 2012), healthcare plan provider. Mr. Vieira holds a Law degree from Centro de Ensino Universitário de Brasília, concluded on January 1990, and a bachelor’s degree in Business Administration from Fundação Universidade de Blumenau, concluded on December 1978, where he also obtained the Specialist degree in Business Administration, on September 1980. He also holds a post-graduate degree in Foreign Trade from Associação de Ensino Unificado do Distrito Federal, concluded on November 1985, and in Politics and Strategy from the University of Brasília, concluded on July 1998.

Robson Rocha

Mr. Rocha is an Effective Member of the Board of Directors of Vale (since 2011).  His main professional experiences over the last 5 years include: (i) Vice-President of People Management and Sustainable Development of Bank of Brazil S.A. (since 2009), financial institution publicly-held; and (ii) Vice-President of the Board of Directors of CPFL Energia S.A. (2010 to 2011), publicly-held company that performs holding activities in the electric energy sector. Mr. Rocha holds a bachelor’s degree in Business Administration from UNICENTRO — Newton Paiva, Belo Horizonte, concluded on

22

Table of Contents

December 1998; has attended the Basic General Qualification course for Senior Executives of Federal University of Minas Gerais (“UFMG”), concluded on December 1997; Specialization in Strategic Management from UFMG, concluded on March 2001; a master’s degree in Marketing from Fundação Ciências Humanas — Pedro Leopoldo, concluded on December 2001, and an MBA in Finance from Fundação Dom Cabral, concluded on December 2002.

Luiz Mauricio Leuzinger

Mr. Leuzinger is an Alternate Member of the Board of Directors of Vale (since 2012), where the held the same position in 2003. He also holds the positions of Member of the Finance Committee (since 2007), Member of the Executive Development Committee (since 2012) e member of the Governance and Sustainability Committee (since 2014). His main professional experiences over the last 5 years include: (i) Chief-Executive Officer of Bradespar S.A. (since 2012), publicly-held company holding a stake in Valepar S.A., that performs holding activities; and (ii) Member of the Board of Directors of Valid Soluções e Serviços de Segurança em Meios de Pagamento e Identificação S.A. (since 2006), current corporate name of American Banknote S.A., publicly-held company that performs printing activities in general and plastic, magnetic cards, provision of services and other. Mr. Leuzinger holds a bachelor’s degree in Electric Engineering from Escola Nacional de Engenharia (current Federal University of Rio de Janeiro — UFRJ), concluded on December 1965, a specialization in Economic Engineering and a masters’ degree in Electric Engineering from Illinois Institute of Technology, in Chicago, USA, both concluded on July 1968.

Yoshitomo Nishimitsu

The main professional experiences of Mr. Nishimitsu over the last 5 years include (i)  Alternate Member of the Board of Directors of Valepar S.A. (since 2014), controlling shareholder of Vale, privately held company that performs holding activities; (ii) General Manager of the Mineral and Metallic Resources Division of Mitsui & Co. (Brazil) S.A., a trading company. Mr. Nishimitsu holds a bachelor’s degree in Geology from Kobe University, concluded on March 1999, and a port-graduate degree in Geology from Kobe University, concluded on March 2001.

Eduardo de Oliveira Rodrigues Filho

Mr. Rodrigues Filho is an Alternate Member of the Board of Directors of Vale (since 2011) and Member of the Finance Committee (since 2011). His main professional experiences over the last 5 years include: (i) Effective Member of the Board of Directors (since 2014) and Alternate Member of the Board of Directors of Valepar S.A. (2008 to 2012), controlling shareholder of Vale, privately held company that performs

23

Table of Contents

holding activities; and (ii) Managing Officer of CWH Consultoria Empresarial (since 2008), company that performs consulting activities. Mr. Rodrigues Filho holds a bachelor’s degree in Civil Engineering from Pontifícia Universidade Católica of Rio de Janeiro — PUC-RJ, concluded on December 1978, and a post-graduate degree in Transporting Planning from University of Westminster, concluded on October 2000.

Victor Guilherme Tito

The main professional experiences of Mr. Tito over the last 5 years include: (i) Head of the Department of Management of Equity Portfolio of Banco Nacional de Desenvolvimento Econômico e Social — BNDES (since 2014), where he also held the position of (ii) Manager (2009 to 2012). Mr. Tito holds a bachelor’s degree in Economic Sciences from IBMEC, concluded on June 2004, and an MBA degree from the London Business School, concluded on July 2014.

Statements

Judicial and administrative convictions (including criminal). All candidates declare, individually and for all legal purposes, that, over the past 5 (five) years, they were not subject to (i) any criminal conviction, (ii) any conviction in an administrative proceeding from the Brazilian Securities and Exchange Commission, or also (iii) any conviction due to a final and unappeallable decision, at judicial or administrative level, that have suspended or disqualified them in connection with the performance of any professional or commercial activity.

Marital relationship, stable relationship or family relationship up to second degree. All candidates declare, individually and for all legal purposes, that there is no marital relationship, stable relationship or family relationship up to second degree among them and (i) the administrators of Vale; (ii) the managers of direct or indirect subsidiaries of Vale; (iii) direct or indirect parent companies of Vale; e (iv) the managers of the direct and indirect parent companies of Vale.

Relations of subordination, Provision of Service or Control. Mr. Victor Guilherme Tito has informed that he is an employee of BNDES, the Company’s indirect shareholder, since 2006. All other candidates individually declared, for all legal purposes, that there are no relations of subordination , provision of service or control, in the past 3 (three) fiscal years, among them and (i) subsidiary, directly or indirectly, by Vale, except for those where Vale holds, directly or indirectly, total capital stock; (ii) direct or indirect parent companies of Vale; or (iii) significant suppliers, customers, debtors or creditors of Vale, its subsidiaries or its parent companies.

24

Table of Contents

4.1.3.2    Indicated by Employees of Vale

The direct vote process, by all employees of Vale, for the election of a member of the Board of Directors of the company and its respective alternate, was conducted by an Election Board specially created for such purpose.

All employees were invited to run for the office, and nine groups were formed for the election. The elections were held on February 24, 25 and 26, 2015, and after computation of votes, and confirmation of result, the “Unidade Sindical” group, comprised of Messrs. Lucio Azevedo and Carlos Roberto de Assis Ferreira, effective and alternate, respectively, was the most voted.

Below is information (subject to items 12.5 to 12.10 of the Reference Form, as provided in Attachment A of CVM Instruction # 552/2014 due to the instructions included in Circular Letter/CVM/SEP/# 02/2015), about the members selected by employees, whose election must be ratified at the Annual Shareholders’ Meeting, according to § 5º of Article 11 of the Bylaws.

25

Table of Contents

Main professional experiences:

Lucio Azevedo

The main professional experiences of Mr. Azevedo over the last 5 years include: (i) employee of Vale S.A. (since 1985), placing the position of locomotive driver; and (ii) Chairman of the Sindicato dos Trabalhadores em Empresas Ferroviárias of the States of Maranhão, Pará and Tocantins (since 2013), class entity. Mr. Azevedo has incomplete secondary education.

Carlos Roberto de Assis Ferreira

The main professional experiences of Mr. Ferreira over the last 5 years include: (i) employee of Vale S.A. (since 1979), holding various positions, the latter position occupied being mechanic maintainer operator; and (ii) officer treasurer of the Sindicato Metabase de Itabira e Região (since 2014), class entity. Concluded high school in Escola Estadual Zeca Amâncio, Itabira, Minas Gerais State.

Representations

Judicial and administrative convictions (including criminal). All candidates declare, individually and for all legal purposes, that in the past 5 (five) years, they were not subject to (i) any criminal conviction, (ii) any conviction in an administrative proceeding from the Brazilian Securities and Exchange Commission, or also (iii) any conviction due to a final and unappeallable decision, at judicial or administrative level, that have suspended or disqualified them in connection with the performance of any professional or commercial activity.

Marital relationship, stable relationship or family relationship up to second degree. The candidates declare, individually and for all legal purposes, that there is no marital relationship, stable relationship or family relationship up to second degree between them and (i) the administrators of Vale; (ii) the managers of direct or indirect subsidiaries of Vale; (iii) direct or indirect parent companies of Vale; and (iv) the managers of the direct and indirect parent companies of Vale.

Relations of Subordination, Provision of Service or Control. The candidates declare, individually and for all legal purposes, that although they are employees at Vale, were assigned to the unions indicated above in accordance with the legislation in force, and

26

Table of Contents

that, therefore, there are no relations of subordination , provision of service or control, kept in the past 3 (three) fiscal years, among them and (i) subsidiary, directly or indirectly, by Vale, except for those where Vale holds, directly or indirectly, total capital stock; (ii) direct or indirect parent companies of Vale; or (iii) significant suppliers, customers, debtors or creditors of Vale, its subsidiaries or its parent companies.

4.1.3.3    Another Indication

In case the holders of common or preferred shares issued by Vale, individually, do not reach the quorum, set forth in §2 and §3 of Article 11 of the Bylaws and Article 141 of Law # 6.404/1976, or even if such quorum is reached, with no intention of appointing a member of the Board of Directors, controlling shareholder Valepar S.A. proposes to appoint Mr. Antonio Miguel Marques to hold the position of effective member of the Board of Directors of Vale, maintaining vacant the position of alternate member.

Therefore, as set forth in Article 10 of CVM Instruction # 481/2009, below is the information pursuant to items 12.5 to 12.10 of the Reference Form, as set forth in Attachment A of CVM Instruction # 552/2014, due to the instruction set out in Circular Letter/CVM/SEP/# 02/2015.

27

Table of Contents

(1)  The determination of independence came from the fact that he (i) has no relationship with Vale, except for possible significant stake; (ii) is not the controlling shareholder, spouse or relative up to the second degree; (iii) is not bound by a shareholders’ agreement; (iv) was not an employee or Officer of Vale or its subsidiaries or affiliates for at least 3 (three) years; (v) is and was not, over the past 3 (three) years, member of the board of any subsidiary; (vi) does not provide, purchase, offers or trade, directly or indirectly, services and/or products to Vale in significant volume; (vii) is not a spouse or relative up to the second degree of any officer or manager of Vale; (viii) does not receive any other compensation from Vale, in addition to management fees; (ix) neither is nor was a shareholder, over the past 3 (three) years, of an audit firm that audits or has audited Vale in the same period; (x) is not a member of a nonprofit entity that receives significant financial resources of Vale or its related parties; and (xi) does not financially depends on the compensation paid by Vale.

28

Table of Contents

Main professional experiences:

Antonio Miguel Marques

The main professional experiences of Mr. Marques include the positions of (i) Chairman of the Board of Directors of Construções e Comércio Camargo Correa S.A. (2007 to 2011), construction segment company; (ii) Member of the Board of Directors of Camargo Correa S.A. (2011 a 2012), construction segment company; (iii) Chief Executive Officer of Concessionária do Aeroporto Internacional de Guarulhos S.A. (since 2012), concessionaire airport company; (iv) Chairman of the Board of Directors of ANEAA — Associação Nacional das Empresas de Administração Aeroportuária (since 2012), civil association relating to airport management ; (v) Officer of Camargo Correa S.A. (2009 a 2010), construction segment company; and (vi) Chairman of the Board of Directors do Estaleiro Atlântico Sul S.A. (2009 to 2010); (vii) Executive Officer de Participações e Novos Negócios da Vale S.A. (2001 to 2003), where he also was (viii) Executive Officer of no Ferrous (2004) and has served as member/chairman of the board of directors of some companies of Vale System (from 2001 to 2004). Mr. Marques holds a bachelor’s degree in Mine Engineering from Federal University of Ouro Preto, concluded on July 1979, and a post-graduate degree in Ore Processing from Federal University of Minas Gerais, concluded on December 1981, and an MBA from COPPEAD, of the Federal University of Rio de Janeiro, concluded on August 1990.

REPRESENTATIONS

Judicial and administrative convictions (including criminal). All candidates declare, for all legal purposes, that over the past 5 (five) years, he was not subject to (i) any criminal conviction, (ii) any conviction in an administrative proceeding from the Brazilian Securities and Exchange Commission, or also (iii) any conviction due to a final and unappeallable decision, at judicial or administrative level, that have suspended or disqualified him in connection with the performance of any professional or commercial activity.

Marital relationship, stable relationship or family relationship up to second degree. All candidates declare, for all legal purposes, that there is no marital relationship, stable relationship or family relationship up to second degree among him and (i) the administrators of Vale; (ii) the managers of direct or indirect subsidiaries of Vale; (iii) direct or indirect parent companies of Vale; and (iv) the managers of the direct and indirect parent companies of Vale.

29

Table of Contents

Relations of subordination, provision of service or control. All candidates declare, for all legal purposes, that there are no relations of subordination, provision of service or control, kept in the past 3 (three) fiscal years, among him and (i) subsidiary, directly or indirectly, by Vale, except for those where Vale holds, directly or indirectly, the total capital stock; (ii) direct or indirect parent companies of Vale; or (iii) significant suppliers, customers, debtors or creditors of Vale, its subsidiaries or its parent companies.

4.1.4 — Election of members of the Fiscal Council

Under Article 36 of the Bylaws of Vale, the Fiscal Council is a permanent body, comprised of three to five effective members and respective alternates, who remain in the position until the first Annual Shareholders’ Meeting after their election. The election of the members of the Fiscal Council shall comply with the prevailing law and the Bylaws of Vale.

As set forth in Article 10 of CVM Instruction # 481/2009, below is the information about the candidates appointed for election/reelection by shareholder Valepar S.A. to hold the positions of effective members and alternate member of the Fiscal Council (items 12.5 to 12.10 of the Reference Form pursuant to items 12.5 to 12.10 of the Reference Form, as set forth in Attachment A of CVM Instruction # 552/2014, due to the instruction set out in Circular Letter/CVM/SEP/# 02/2015.

Effective

30

Table of Contents

(1)         The criterion for determination of the independence of the officers above was set forth in section 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (Hong Kong Listing Rules).

Alternate members

(1)         The criterion for determination of the independence of the officers above was set forth in section 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (Hong Kong Listing Rules).

(2)         No alternate member was appointed to Mr. Marcelo Amaral Moraes.

31

Table of Contents

Main professional experiences:

Effective members

Marcelo Barbosa Saintive

The main professional experiences of Mr. Saintive over the last 5 years include: (i) Secretary of National Treasury (since 2015); (ii) General Officer of Estruturadora Brasileira de Projetos — EBP (since 2014), where he also placed the position of (iii) Project Officer (2011 to 2013); (iv) Chairman of the Board of Directors of IRB Brasil Resseguros (since 2014), entity operating in re-insurance segment. Mr. Saintive holds a bachelor’s degree in Economy from the Federal University of Rio de Janeiro, concluded on December 1993, where he also obtained a master’s degree in Economic Sciences, concluded on September 2000.

Marcelo Amaral Moraes

Mr. Moraes is an Effective Member of the Fiscal Council of the Vale (since 2004), where he also held the position of Alternate Member of the Board of Directors (2003). His main professional experiences over the last 5 years include: (i) Executive Officer of Stratus Investimentos Ltda. (2006 a 2010), private equity manager; (ii) Executive Officer of Capital Dynamics Investimentos Ltda. (since 2012), private equity manager; and (iii) observing member of the Board of Directors of Infinity Bio-Energy S.A. (2011 to 2012). Mr. Moraes holds a bachelor’s degree Economy from Federal University of Rio de Janeiro, concluded on January 1991, an MBA from COPPEAD of UFRJ, concluded on November 1993, and a post-graduate degree in Corporate Law and Arbitration from Fundação Getúlio Vargas, concluded on November 2003.

Aníbal Moreira dos Santos

Mr. dos Santos is an Effective Member of the Fiscal Council of the Vale (since 2005), where he held the position of Alternate Member (April to July 2005). His main professional experiences over the last 5 years include: (i) Effective Member of the Fiscal Council of the Log-In Logística Intermodal S.A. (2009 to 2014), a publicly-held company engaged in intermodal transportation; and (ii) Effective Member of the Fiscal Council of the Associação dos Participantes Ativos, Assistidos e Beneficiários da Fundação CAEMI (since 2013). Mr. dos Santos attended a Technical Accounting course at Escola Técnica de Comércio da Fundação Getúlio Vargas, concluded on April 1962.

32

Table of Contents

Alternate members

Marcos Tadeu de Siqueira

The main professional experiences of Mr. Siqueira over the last 5 years include: (i) Officer of Operações do Serviço Social da Indústria — SESI (since 2014), a social service entity; (ii) Executive Manager of Strategy Management of Confederação Nacional da Indústria — CNI (2010 to 2014), class entity; (iii) Operations Manager and Professor of Grupo Educacional IBMEC (2007 a 2010), educations service provider; (iv) Member of the Fiscal Council of the ALL Logística S.A. (2012 to 2013), publicly-held company operating in the transportation segment; (v) Member of the Board of Directors of Forjas Taurus S.A. (from 2013 to 2014), publicly-held company in the metallurgy sector, where he also held the position of (vi) Coordinator of the Management and Corporate Governance Committee (2012 to 2013). Mr. Siqueira holds a bachelor’s degree in Business Administration from FAC/ICES, concluded on December 1999, an MBA in General Senior Executive Formation from COPPEAD/UFRJ, concluded on December 1995; and an MBA in International Business Management from FIPECAFI/USP, concluded on July 2001.

Oswaldo Mario Pêgo de Amorim Azevedo

Mr. Azevedo is an Alternate Member of the Fiscal Council of Vale (since 2005), where he also held the positions of Effective Member of the Fiscal Council (2004 to 2005). His main professional experiences over the last 5 years include: (i) Member of the Special Advisory Board of the Sindicato das Empresas de Seguros Privados, de Capitalização e de Resseguros do Rio de Janeiro e Espírito Santo (since 2005); (ii) Alternate Member of the Audit Committee of Prudential do Brasil Seguros de Vida S.A. (since 2014), insurance company, (iii) Officer of Sul América Cia de Seguros Gerais (from 2008 to 2012), insurance company; (iv) Ombudsman of Conglomerado Sul América Seguros, an insurance company (2005 to 2012), where he also held the position of (v) Vice-President of Institutional Relations and Foreign Branches (1990 to 2010); (vi) Vice-President of the Sindicato das Empresas de Seguros Privados, de Capitalização e de Resseguros do Rio de Janeiro (2007 to 2012); (vii) Alternate Member of the Board of Directors of Brasil Veículos Cia de Seguros (2006 to 2010) and (viii) Brasil Saúde Cia de Seguros (2006 a 2010), both insurance companies ; (ix) Vice-President of Sul América S.A., publicly-held company engaged in own asset management and holding activities (2006 to 2010); (x) Officer and (xi) Vice-President of Sul América Cia. Nacional de Seguros, insurance company (1980 to 2010); (xii) Officer and Vice-President of Nova Ação Participações S.A., a publicly-held company that manages own assets and interests in commercial or civil companies (2006 to 2010); (xiii) Officer of Sul América Cia. de Seguros S.A., insurance company (2006 to 2010). Mr. Azevedo holds a

33

Table of Contents

bachelor’s degree in Industrial and Production Engineering from Escola Politécnica da Pontifícia Universidade Católica of Rio de Janeiro — PUC-RJ, concluded on January 1964.

Statements

Judicial and administrative convictions (including criminal). All candidates declare, individually and for all legal purposes, that over the past 5 (five) years, they were not subject to (i) any criminal conviction, (ii) any conviction in an administrative proceeding from the Brazilian Securities and Exchange Commission, or also (iii) any conviction due to a final and unappeallable decision, at judicial or administrative level, that have suspended or disqualified them in connection with the performance of any professional or commercial activity.

Marital relationship, stable relationship or family relationship up to second degree. All candidates declare, individually and for all legal purposes, that there is marital relationship, stable relationship or family relationship up to second degree among them and (i) the administrators of Vale; (ii) the managers of direct or indirect subsidiaries of Vale; (iii) direct or indirect parent companies of Vale; and (iv) the managers of the direct and indirect parent companies of Vale.

Relations of subordination , Provision of Service or Control. All candidates declare, individually and for all legal purposes, that there are no relations of subordination , provision of service or control, kept in the past 3 (three) fiscal years, among them and (i) subsidiary, directly or indirectly, by Vale, except for those where Vale holds, directly or indirectly, the total capital stock; (ii) direct or indirect parent companies of Vale; or (iii) significant suppliers, customers, debtors or customers of Vale, its subsidiaries or its parent companies.

Independence Confirmation

The candidates to be elected-re-elected to hold the positions of effective/alternate members of Fiscal Council, individually confirmed their status of independent members, for the purposes of section 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (Hong Kong Listing Rules), being qualified to be elected/reelected as independent members of the Fiscal Council.

34

Table of Contents

Committees of the Company

As set forth in Article 10 of CVM Instruction # 481/2009, in conformity with items 12.8 and 12.9 of the Reference Form, as set forth in Attachment A of CVM Instruction# 552/2014, due to the instruction set out in Circular Letter/CVM/SEP/# 02/2015, the Company explains that the aforementioned management proposal contains the information on the candidates to the Company’s committees, since the new organizational structure of the Advisory Committees of the Board of Directors of the Company will only be subsequently defined, in a Meeting of the Board of Directors, by the Officers to be elected or reelected, where applicable, at the Annual Shareholders’ Meeting to be held on April 17, 2015, as set forth in Article 18 of the Bylaws of Vale.

4.1.5 Establishment of the remuneration of the Senior Management and Fiscal Council members for the fiscal year 2015.

The proposal for the remuneration of Senior Management is made available pursuant to Item 13 of CVM Instruction #. 480/09.

4.2 Shareholders’ Special Meeting

4.2.1 Proposal to amend Vale´s By-Laws

To deliberate on the matter, are provided in the report in the form of a table, determining the origin and rationale for each proposed change, including its possible legal and economic effects, as well as Vale’s By-Laws and the draft proposal for the Bylaws, containing the proposed changes.

V. ADDITIONAL INFORMATION

Any questions or clarifications on the issues listed in the Agenda of the Meetings can be resolved or obtained, as the case may be, through contact with the Investor Relations Office, including the option of using a hotline at rio@vale.com.

35

Table of Contents

VI. PROXY VOTE TEMPLATE

36

Table of Contents

37

Table of Contents

38

Table of Contents

PROPOSAL FOR THE DESTINATION OF NET INCOME

FOR THE YEAR ENDED DECEMBER 31, 2014

Dear Members of the Board of Directors

The Board of Executive Officers of Vale S.A. (Vale), in lieu with Article 192 of Law #6,404 (as amended by Laws #10,303 and #11,638) and Articles 41 to 44 of Vale’s Bylaws, hereby presents to the Board of Directors the proposal for the destination of net income incurred in the fiscal year ended December 31, 2014.

The net income for the year, according to the Income Statement, amounted to R$ 954,384,414.00 (nine hundred fifty-four million, three hundred eighty-four thousand, four hundred and fourteen reais), accounted as per the norms and pronouncements issued by the Brazilian Securities and Exchange Commission (CVM) / Accounting Standards Committee (CPC).The net profits added to the investment/expansion reserve, in the amount of R$8,993,854,883.78 (eight billion, nine hundred ninety-three million, eight hundred and fifty-four thousand, eight hundred and eighty-three reais and seventy-eight cents) amounts to R$9,948,239,297.78 (nine billion, nine hundred forty-eight million, two hundred and thirty-nine thousand, two hundred and ninety-seven reais and seventy-eight cents) for which the following destination is hereby proposed:

I -                                             LEGAL RESERVE

To this reserve must be allocated 5% of net income of the year up to the limit of 20% (twenty percent) of the Social Capital by force of Article 193 of Law #6,404 and in the Article 42 of Vale’s Bylaws, that is, R$47,719,220.70 (forty-seven million, seven hundred and nineteen thousand, two hundred and twenty reais and seventy cents).

The allocation to this may not be recorded in the year in which the balance of the legal reserve plus the amount of capital reserves (Article 182 of Law #6,404/76) exceeds 30% of the social capital which has been not reached yet.

II -                                        TAX INCENTIVE RESERVES

Vale is entitled to an income tax reduction on profits arising from exploration profits granted, as defined: (a) Establishment Report #023/2007 issued by the Agência de Desenvolvimento da Amazônia — ADA, currently known as Superintendência de Desenvolvimento da Amazônia - SUDAM (Amazonian Development Institution) related to tax incentives granted to copper extraction in the State of Pará; (b) Report Establishing #105/2009 related to tax incentives granted for the extraction of iron ore in the State of Pará; (c) Establishmnet Report  #40/2011 issued by the Superintendência de Desenvolvimento da Amazônia - SUDAM related to tax incentives granted to pelletizing plant of São Luiz in the State of  Maranhão and (d) Report Establishing #074/2014 related to tax incentives granted to the extraction of nickel at Ourilândia do Norte in the State of Pará.

Vale also benefits from a Reinvestment Benefit issued by SUDAM and SUDENE (Northeaster Superintendence) which allows the entity to reinvest part of the income tax due in the acquisition of equipment for the operational plants located in areas where SUDAM and SUDENE areas act upon.

According to the tax law (article #545 of the Income Tax Regulation) the amount benefited and not paid to ITR is not available to shareholders and must be accounted in a specific reserve in the shareholders’ equity, to be used exclusively for increase capital or to absorb losses.

As mentioned above and based on article 195-A of Law#6,404, included by Federal Law #11,638, we propose the allocation of R$161,770,077.08 (one hundred sixty-one million, seven hundred and seventy thousand, seventy-seven reais and eight cents) to that Reserve, equal to total tax not collected by Vale due to fiscal benefits mentioned above.

39

Table of Contents

III -                          INVESTMENT/EXPANSION RESERVES

The execution of the investment/expansion reserve in the amount of R$8,993,854,883.78 (eight billion, nine hundred ninety-three million, eight hundred and fifty-four thousand, eight hundred and eighty-three reais and seventy-eight cents) refers to the amount of R$9,738,750,000.00 (nine billion, seven hundred thirty-eight million, seven hundred and fifty thousand reais) related to payment of dividends/interest on shareholder´s equity, deducted of the remaining balance of retained earnings in the amount of R$744,895,116.22 (seven hundred forty-four million, eight hundred ninety-five thousand, one hundred and sixteen reais and twenty-two cents).

IV -                           DIVIDENDS/INTEREST ON SHAREHOLDERS’ EQUITY

Pursuant to Article 42 of  Vale’s Bylaws, after establishing the legal reserve, the proposed allocation of the remaining amount of the net income at the end of each fiscal year shall be submitted to the Annual Shareholders’ Meeting by  the Board of Directors, considering that the amount of interest paid or accrued as interest on shareholders’ equity, according to Article 9, Paragraph 7 of Law #9,249, and the applicable laws and regulations, may be attributed to the mandatory dividend and the minimum annual dividend for preferred shares, which shall integrate the amount of dividends distributed by the company for all legal effects. Pursuant to Article 44 of the Bylaws, at least 25% of the annual net income, adjusted under the legislation shall be allocated to payment of dividends.

The adjusted net income, which for 2014 amounted to R$ 744,895,116.22 (seven hundred forty-four million, eight hundred ninety-five thousand, one hundred and sixteen reais and twenty-two cents), equals to the net income of the year of R$954,384,414.00 (nine hundred fifty-four million, three hundred eighty-four thousand, four hundred and fourteen reais), reduced by the amount of the constituted legal reserve of R$47.719.220,70 (forty-seven million, seven hundred and nineteen thousand two hundred and twenty reais and seventy cents), and the allocation to the tax incentive reserve of R$161,770,077.08 (one hundred sixty-one million, seven hundred and seventy thousand, seventy-seven reais and eight cents). Thus, the minimum mandatory dividend of 25% of the adjusted net income as dividends amounts to R$186,223,779.06 (one hundred eighty-six million, two hundred and twenty-three thousand, seven hundred and seventy-nine reais and six cents), which corresponds to R$0.036136276 per outstanding common or preferred share.

Pursuant to Article 5, Paragraph 5 of the Bylaws, the holders of preferred classes A and golden shares are  entitled to participate in the dividend to be distributed, calculated in accordance with Chapter VII of the Bylaws as per the following criteria:

(a)             priority to receive dividends corresponding to (i) at least 3% (three percent) of the shareholders’ equity share value, calculated based on the financial statements used as reference for the payment of dividends or (ii) 6% (six percent) calculated over the part of capital represented by this class of shares, whichever is the higher among them;

(b)             right to participate in the profits distributed, on equal terms with common shares after assured to them a dividend equal to the minimum annual dividend established in accordance with the paragraph “a” above.

As of December 31, 2014, the reference value for the annual minimum dividend of the preferred shares, based on (a) 6% on preferred capital per outstanding preferred share is R$ 1,792,763,468.29 (one billion, seven hundred ninety-two million, seven hundred and sixty -three thousand, four hundred and sixty-eight reais and twenty-nine cents), corresponding to R$0.911085781 per outstanding preferred share or (b) 3% of the shareholders’ equity per outstanding preferred share, is R$1,697,845,380.27 (one billion, six hundred ninety-seven million, eight hundred and forty-five

40

Table of Contents

thousand, three hundred and eighty reais and twenty-seven cents), corresponding to R$0.862848230, per outstanding preferred share, whichever is higher.

Considering the total balance of mandatory dividend related to the fiscal year of 2014, as noted, the prerogative to pay interest on shareholders’ equity, based on Articles 42, sole paragraph and 45 of  the Bylaws, Vale´s actual financial position, according to the balance sheet related to the 2014 and the option by equal shareholders’ treatment, the Board of Executive Officers hereby proposes to ratify shareholders’ distribution during 2014, as dividends and interest on shareholders’ equity, in the total gross amount of R$9,738,750,000.00 (nine billion, seven hundred and thirty-eight million, seven hundred and fifty thousand reais), under the terms stated in sequence, which shall be considered as advances of distribution for the year of 2014:

a)        the distribution of interest on shareholders’ equity based on the Board of Executive Officers proposal, as approved by the Board of Directors, at the meeting held on April 14, 2014, in the total gross amount of R$4,632,390,000.00 (four billion, six hundred and thirty-two million, three hundred and ninety thousand reais), equivalent to R$0.898904129 per outstanding common or preferred share, paid as of April 30, 2014;

b)        the distribution of dividends and interest on shareholders’ equity based on the Board of Executive Officers proposal, as approved by the Board of Directors, at the meeting held on October 16, 2014 in the total gross amount of R$5,106,360,000.00 (five billion, one hundred and six million, three hundred and sixty thousand reais), equivalent to R$0.990876867 per outstanding common or preferred share, which were distributed as follows: R$1,752,360,000.00 (one billion, seven hundred and fifty-two million, three hundred and sixty thousand reais) as dividends and  R$3,354,000,000.00 (three billion, three hundred and fifty-four million reais) as interest on shareholders’ equity, paid as of October 31, 2014.

Therefore, the mandatory dividend was fully paid, with no retained amount.

Attached below is a comparison chart of the net income per share and of the payment to shareholders in the last three fiscal years:

Note: Same amounts for all species and classes of shares issued by Vale.

41

Table of Contents

V -                                SUMMARY

This proposal covers the following allocation of net income for the year 2014:

Based on the foregoing, we hereby submit to the Board of Directors the present proposal, according to resolution the Board of Executive Officers.

Rio de Janeiro, February 23, 2015.

42

Table of Contents

Annex to the Proposal for Earnings Distribution relative to the fiscal year ended December 31, 2014

Under Article 9, § 1, subitem II and Annex 9-1-II of CVM Rule No. 481/09, we highlight the following:

43

Table of Contents

44

Table of Contents

45

Table of Contents

46

Table of Contents

BOARD OF DIRECTOR´S REPORT ON MANAGEMENT REPORT AND ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014

The Board of Directors of Vale S.A. (“Vale”), after conducting the analysis of the managements’ report as well as of the financial statements for the fiscal year ended December 31, 2014, unanimously resolved to approve such proposal.

Due to the resolution above, the Board of Directors is favorable to the submission of such documents to the shareholders resolution at the Ordinary General Shareholder Meeting to be held in April, 2015.

Rio de Janeiro, February 25, 2015.

47

Table of Contents

BOARD OF DIRECTOR’S REPORT ON PROPOSAL FOR THE DESTINATION OF EARNINGS FROM THE FISCAL YEAR ENDED DECEMBER 31, 2014

The Board of Directors of Vale S.A. (“Vale”), after conducting the analysis of the Executive Officer Board’s proposal for the destination of profits earned in the fiscal year ended December 31, 2014, is favorable to the submission of such proposal to the shareholders resolution at the Ordinary General Shareholder Meeting to be held in April, 2015.

Rio de Janeiro, February 25, 2015.

48

Table of Contents

OPINION OF THE FISCAL COUNCIL ON THE ANNUAL REPORT AND FINANCIAL STATEMENTS OF VALE S.A. FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014.

The Fiscal Council of Vale S.A. (“Vale”), in carrying out its legal and statutory duties, after examining the Company’s Annual Report, Balance Sheet, Statement of Income, Statement of Comprehensive Income, Statement of Cash Flows, Statement of Changes in Stockholders’ Equity, Statement of Added Value and the respective Notes of the Financial Statements relative to the fiscal year ended December 31, 2014 and based on the opinion of the independent auditors, is of the opinion that the mentioned information, examined in accordance with applicable corporate legislation should be approved by the Annual Stockholders’ General Meeting of the Company.

Rio de Janeiro, February 25th, 2015.

49

Table of Contents

OPINION OF THE FISCAL COUNCIL ON THE PROPOSAL FOR THE DESTINATION OF EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2014

The Fiscal Council of Vale S.A. (“Vale”) in carrying out its legal and statutory duties, having examined the Proposal of the Board for the destination of earnings for the year ended 31 December, 2014, is of the opinion that the mentioned information that should be approved by the Annual Stockholders’ General Meeting of the Company.

Rio de Janeiro, February 25th, 2015.

50

Table of Contents

CNPJ 33.592.510/0001-54

NIRE 33.300.019.766

EXTRACT OF MINUTES OF REGULAR MEETING OF THE FISCAL COUNCIL

On February 25th, 2015, at 9:30 am, met, ordinarily, at Vale’s head office, at Avenida Graça Aranha, 26, Rio de Janeiro, in person, Messrs. Marcelo Amaral Moraes – Chairman, Aníbal Moreira dos Santos, Arnaldo José Vollet, and by conference call Mr. Dyogo Henrique de Oliveira. Present, also, Mr. Cleber Santiago, as secretary. Therefore, the Fiscal Council was informed upon following subjects:

15 – GENERAL ISSUES:

15.1 – ISSUANCE OF OPINION ON THE BOARD OF DIRECTORS’ REPORT AND FINANCIAL STATEMENTS OF VALE S.A. FOR THE 2014 FINANCIAL YEAR: The Fiscal Council, having previously read the Board of Directors’ Report and Executive Board’s Proposal for Distribution of Net Profits for the financial year ended December 31, 2014, issued an “OPINION OF THE FISCAL COUNCIL ON THE BOARD OF DIRECTORS’ REPORT AND FINANCIAL STATEMENTS OF VALE S.A, ON DECEMBER 31, 2014” and an “OPINION OF THE FISCAL COUNCIL ON THE PROPOSAL FOR DISTRIBUTION OF PROFITS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2014”.

I hereby attest that the information above were excerpted from the Minutes taken from the Registry of the Minutes of the Fiscal Council of Directors Meetings of the Company.”

Rio de Janeiro, February 25th, 2015.

Cleber Santiago

Secretary of the Fiscal Council

51

Table of Contents

BY-LAWS

VALE S.A.

CHAPTER I - NAME, PURPOSE, HEAD OFFICE AND DURATION

Article 1 — Vale S.A., referred to in abbreviated form as Vale, is a joint-stock company governed by the present By-Laws and by applicable legislation.

Sole Paragraph - Vale, its shareholders, directors, executive officers and members of the Fiscal Council are also subjected to the Corporate Governance Level 1 Listing Rules of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (“Level 1 Listing Rules”).

Article 2 - The purpose of the company is:

I.                            the exploitation of mineral deposits in Brazil and abroad by means of extraction, processing, industrialization, transportation, shipment and commerce of mineral assets;

II.                       the building and operation of railways and the exploitation of own or third party rail traffic;

III.                  the building and operation of own or third party marine terminals, and the exploitation of nautical activities for the provision of support within the harbor;

IV.                   the provision of logistics services integrated with cargo transport, comprising generation, storage, transshipment, distribution and delivery within the context of a multimodal transport system;

V.                        the production, processing, transport, industrialization and commerce of all and any source and form of energy, also involving activities of production, generation, transmission, distribution and commerce of its products, derivatives and subproducts;

VI.                   the carrying-on, in Brazil or abroad, of other activities that may be of direct or indirect consequence for the achievement of its corporate purpose, including research, industrialization, purchase and sale, importation and exportation, the exploitation, industrialization and commerce of forest resources and the provision of services of any kind whatsoever;

VII.              constituting or participating in any fashion in other companies, consortia or associations directly or indirectly related to its business purpose.

Av. Graça Aranha, 26, 15º, 20005-900  Rio de Janeiro  RJ  Brasil  Tel.: (21) 3814-4566 Fax.: (21) 3814-4493

52

Table of Contents

Article 3 - The head office and legal venue of the company shall be in the city of Rio de Janeiro, State of Rio de Janeiro, the company being empowered for the better realization of its activities to set up branch offices, subsidiary branch offices, depots, agencies, warehouses, representative offices or any other type of establishment in Brazil or abroad.

Article 4 - The term of duration of the company shall be unlimited.

CHAPTER II - CAPITAL AND SHARES

Article 5 - The paid-up capital amounts to R$77,300,000,000.00 (seventy-seven billion and three hundred million Reais) corresponding to 5.244.316.120 (five billion, two hundred and forty-four million, three hundred and sixteen thousand and one hundred and twenty) shares, being R$47,420,608,861.89 (forty-seven billion, four hundred and twenty million, six hundred and eight thousand, eight hundred and sixty-one Reais and eighty-nine cents), divided into 3,217,188,402 (three billion, two hundred and seventeen million, one hundred and eighty-eight thousand and four hundred and two) common shares and R$29,879,391,138.11 (twenty-nine billion, eight hundred and seventy-nine million, three hundred and ninety-one thousand, one hundred and thirty-eight Reais and eleven cents), divided into 2,027,127,718 (two billion, twenty-seven million, one hundred and twenty-seven thousand, seven hundred and eighteen) preferred Class “A” shares, including 12 (twelve) golden shares, all without nominal value.

§ 1 -              The shares are common shares and preferred shares. The preferred shares comprise class A and special class.

§ 2 -              The special class preferred share shall belong exclusively to the Federal Government. In addition to the other rights which are expressed and specifically attributed to these shares in the current By-Laws, the special class shares shall possess the same rights as the class A preferred shares.

§ 3 -              Each common, class A preferred share and special class shares shall confer the right to one vote in decisions made at General Meetings, the provisions of § 4 following being observed.

§ 4 -              The preferred class A and special shares will have the same political rights as the common shares, with the exception of voting for the election of Board Members, excepting the provisions set forth in §§ 2 and 3 of Article 11 following, and also the right to elect and dismiss one member of the Fiscal Council, and its respective alternate.

§5 -                 Holders of class A preferred and special class shares shall be entitled to receive dividends calculated as set forth in Chapter VII in accordance with the following criteria:

a) priority in receipt of dividends specified in § 5 corresponding to: (i) a minimum of 3% (three percent) of the stockholders’ equity of the share, calculated based on the

53

Table of Contents

financial statements which served as reference for the payment of dividends, or (ii) 6% (six percent) calculated on the portion of the capital formed by this class of share, whichever higher;

b) entitlement to participate in the profit distributed, on the same conditions as those for common shares, once a dividend equal to the minimum priority established in accordance with letter “a” above is ensured; and

c) entitlement to participate in any bonuses, on the same conditions as those for common shares, the priority specified for the distribution of dividends being observed.

§6 -                 Preferred shares shall acquire full and unrestricted voting rights should the company fail to pay the minimum dividends to which they are entitled during 3 (three) consecutive fiscal years, under the terms of §5 of Article 5.

Article 6 - The company is authorized to increase its paid-up capital up to the limit of 3,600,000,000 (three billion, six hundred million) common shares and 7,200,000,000 (seven billion, two hundred million) Preferred Class “A” shares. Within the limit authorized in this article, the Company, as a result of deliberation by the Board of Directors, may increase its paid-up capital independently of reform to its bylaws, through the issue of common and/or preferred shares.

§ 1 -              The Board of Directors shall determine the conditions for issuance, including the price and the period of time prescribed for paying up.

§ 2 -              At the option of the Board of Directors the preemptive right in the issuance of shares, bonds convertible into shares and subscription bonuses, the placement of which on the market may be by sale on the stock exchange or by public subscription as per the prescriptions set forth in Law no. 6.404/76, may be rescinded.

§ 3 -              Provided that the plans approved by the General Meeting are complied with, the company shall be entitled to delegate the option of share purchase to its administrators and employees, with shares held in Treasury or by means of the issuance of new shares, the shareholders’ preemptive right being excluded.

Article 7 - The special class share shall possess a veto right regarding of the following subjects:

I.         change of name of the company;

II.        change of location of the head office;

III.      change of the corporate purpose with reference to mineral exploitation;

IV.      the winding-up of the company;

54

Table of Contents