Rio de Janeiro, March 7, 2025 – Vale Overseas Limited, a wholly owned subsidiary of Vale, further to the press release issued on February 24, 2025, announces the Total Consideration (as defined below) payable in connection with the previously announced offers to purchase for cash (the Offers) up to a maximum aggregate principal amount of Notes (as defined below) validly tendered in the Offers not to exceed US$450,000,000, excluding any premium and any accrued and unpaid interest, of the outstanding notes issued by Vale Overseas of the series of notes as set forth in the table below (the Notes), validly tendered and accepted for purchase. The Offers are being made upon the terms and subject to the conditions set forth in the offer to purchase dated February 24, 2025 (the Offer to Purchase).

Holders that validly tender and do not validly withdraw their Notes in the Offers at or prior to 5:00 p.m., New York City time, on March 7, 2025 (the “Early Tender Date”), and whose Notes are accepted for purchase will be entitled to receive the total consideration as set forth in the table above per US$1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase (the “Total Consideration”), which includes the Early Tender Payment of US$50.00 per US$1,000 principal amount of Notes accepted for purchase.  In addition, holders whose Notes have been accepted for purchase pursuant to the Offers will also receive accrued and unpaid interest (“Accrued Interest”) on their accepted Notes from the last interest payment date to, but not including, the Early Settlement Date (as defined below).

The applicable Total Consideration payable per US$1,000 principal amount of Notes tendered and accepted for purchase pursuant to the Offers was determined by the Dealer Managers in the manner described in the Offer to Purchase by reference to the applicable fixed spread for each series of Notes (as set forth in the table above) plus the applicable yield-to-maturity based on the bid-side price of the applicable Reference U.S. Treasury Security for that series of Notes (as set forth in the table above) at 11:00 a.m., New York City time, on March 7, 2025.

Payment of the applicable Total Consideration and Accrued Interest for the Notes validly tendered and accepted for purchase will be made on March 12, 2025 (the “Early Settlement Date”).  The Offers will expire at 5:00 p.m., New York City time, on March 24, 2025.

Vale has retained BMO Capital Markets Corp., BofA Securities, Inc., Credit Agricole Securities (USA) Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC to serve as dealer managers (“Dealer Managers”) and D.F. King & Co., Inc. to serve as tender and information agent for the Offers (“D.F. King”).  The Offer to Purchase and any related supplements are available at the D.F. King website at www.dfking.com/vale.  The full details of the Offers, including complete instructions on how to tender Notes, are included in the Offer to Purchase.  Holders of Notes are strongly encouraged to carefully read the Offer to Purchase, including materials incorporated by reference therein, because they will contain important information.  Requests for the Offer to Purchase and any related supplements may also be directed to D.F. King by telephone at +1 (212) 269-5550 or +1 (800) 714-3310 (US toll free) or in writing at vale@dfking.com.  Questions about the Offers may be directed to BMO Capital Markets Corp. by telephone at +1 (212) 702-1840 (collect) or +1 (833) 418-0762 (US toll free), BofA Securities, Inc. by telephone at +1 (646) 855-8988 (collect) or +1 (888) 292-0070 (US toll free), Credit Agricole Securities (USA) Inc. by telephone at +1 (212) 261-7802 (collect) or +1 (866) 807-6030 (US toll free), HSBC Securities (USA) Inc. by telephone at +1 (212) 525-5552 (collect) or +1 (888) HSBC-4LM (US toll free), or J.P. Morgan Securities LLC by telephone at +1 (212) 834-3554 (collect) or +1 (866) 834-4666 (US toll free).

This news release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities.  The Offers are being made only by, and pursuant to the terms of, the Offer to Purchase.  The Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  In any jurisdiction where the laws require the Offers to be made by a licensed broker or dealer, the Offers will be made by the Dealer Managers on behalf of the Offeror.  None of the Offeror, D.F. King, the Dealer Managers or the trustee with respect to the Notes, nor any of their affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Offers.  None of the Offeror, D.F. King, the Dealer Managers or the trustee with respect to the Notes, nor any of their affiliates, has authorized any person to give any information or to make any representation in connection with the Offers other than the information and representations contained in the Offer to Purchase. 

Marcelo Feriozzi Bacci
Executive Vice President, Finance and Investor Relations