Vale Overseas Announces Total Consideration for Notes Purchase Offers

Vale Overseas, a wholly owned subsidiary of Vale S.A., has announced the Total Consideration payable in connection with its previously disclosed cash tender offers for outstanding notes. The offer applies to a maximum aggregate principal amount of notes up to US$450,000,000, excluding any premium and accrued interest.

The Offers are subject to the conditions outlined in the Offer to Purchase, dated February 24, 2025. The Dealer Managers have determined the Total Consideration, inclusive of an early tender payment of US$50.00 per US$1,000 principal amount of Notes tendered by the Early Tender Date and accepted for purchase.

The Repurchase Yield for each series of Notes is calculated as the sum of the Reference Yield and the Fixed Spread, with the Total Consideration determined by applying this yield to the applicable Reference U.S. Treasury Security as of 11:00 a.m. New York City time on March 7, 2025.

Holders who validly tender and do not withdraw their Notes on or before 5:00 p.m. New York City time on March 7, 2025, will be entitled to the Total Consideration, including the Early Tender Payment. Additionally, those whose Notes are accepted will receive accrued and unpaid interest from the last interest payment date to the Early Settlement Date.

The Total Consideration per US$1,000 principal amount was determined based on the bid-side price of the applicable Reference U.S. Treasury Security as of 11:00 a.m. New York City time on March 7, 2025.