Exhibit 4.6

 



Matching Manual   | 2019 Cycle Human Resources Matching Program 2019Cycle Rewarding Long   Performance Term Sustainable Human Resources March 2019 1 Important notice:   The concession of the Program and the definition of all its conditions are a   prerogative of the company. The participation is completely optional and   voluntary to employees (the enrollment for Vale’s CEO and Executive Directors   is mandatory, according to the Net Bonus received, such as their   participation during the three-year cycle), once all of the eligibility   criteria are met and all conditions for participation are formally accepted   by the employee. The purchase of shares is characterized as a risky   investment, since it represents the investment of funds in variable income   (i.e. publicly traded shares). By choosing to participate in the program, the   employee recognizes and understands the risks posed, such as: capital market   volatility, share liquidity and oscillation of their value in the stock   exchange. The combination of these risks may bring earnings or losses to any   employee who participates in the Program. Leaders who have had their variable   compensation suspended, pursuant to the resolution of the Board of Directors   and in agreement with the leaders themselves, will only be able to exercise   the right to participate in the 2019 Matching Cycle Program after this   suspension ends. Both the purchase and the sale of the Vale S.A. shares, as   well as the profits (dividends, interests, etc.) earned by each employee   between the purchase and the sale, may be subject to taxes, especially with   regards to personal income taxes - in cases of positive results from the sale   of the shares. The tax regulations are dynamic and therefore subject to   change and interpretation. The Human Resources team will be responsible for   providing generic and relevant information regarding the Program, and   participants are responsible for evaluating their personal finances and   consulting with their accountants/financial advisors to ensure they are aware   of all of the financial implications linked to participating in this Program.   Note that Matching participants should be aware of legal requirements, as   well as Vale’s Code of Conduct and Securities Trading Policies. 


    




 










Matching Manual   | 2019 Cycle Human Resources Table of Contents 1. General Concepts   ...........................................................................................................................   3 1.1. About Matching Program   ...............................................................................................................   3 1.2. Conditions for Eligibility   .................................................................................................................   3 1.3. Fundamental Characteristics ..........................................................................................................   3 2. 3. Executives Placement in the Groups   ..............................................................................................   4 How to Join the Program................................................................................................................   5 3.1. Program Enrollment   .......................................................................................................................   5 3.2. Registration Process in the Plan Administrators   .............................................................................   6 3.3. Shares Required for the Participation   ............................................................................................   6 3.3.1. 3.3.2. 3.3.3. 3.3.4. Type of   Share..........................................................................................................................   6 Reference Value of the Participant .........................................................................................   6 Share Concession Price   ...........................................................................................................   7 Number of Shares to Participate .............................................................................................   7 4. Shares Acquisition Process   .............................................................................................................   7 4.1. Use of Vested Shares......................................................................................................................   7 4.2. Purchase of Shares in the   Market...................................................................................................   8 4.2.1. Financial Contribution ............................................................................................................   8 5. Shares Management During the Cycle   ............................................................................................   8 5.1. Shares Administration   ....................................................................................................................   8 5.2. Brokerage   Fees...............................................................................................................................   9 5.3. Dividends and Interests on Equity   ..................................................................................................   9 6. Matching   Award.............................................................................................................................   9 6.1. Conditions for staying in the Program   ............................................................................................   9 6.2. Matching Award Payment at the End of the Cycle........................................................................   10 6.3. Early Payment During the Cycle   ...................................................................................................   10 6.4. Virtual Dividends Payment ...........................................................................................................   12 7. 8. Employees with Special Work   Conditions.....................................................................................   12 Key Dates of 2019 Cycle ...............................................................................................................   13 Appendix A: Participating Companies List   ............................................................................................   14 Appendix B: Eligible Employees Placement Distribution   ...................................................................... 16   Appendix C: Registration Regularization in the Plan Administrators   .................................................... 17 Appendix D: Methodology   for Currency Conversion   ............................................................................   19 Appendix E: Methodology for Share Price Calculation   ......................................................................... 21   2 


    




 










Matching Manual   | 2019 Cycle Human Resources 1. General Concepts 1.1. About Matching Program   As part of Vale's initiative to provide its executives a package aligned with   the practices, trends and conditions prevailing in the market and focus on   the company's main strategic pillars, the company relies on Incentive   Programs Based on Shares. It is a set of programs (typically Matching and   PSU) with specific purposes and rules that make up a significant portion of   the long-term award of the company's leadership body aligned with the   interests of shareholders, giving focus on sustainable results and long-term   value generation. The Matching Program is a long-term award mechanism offered   to Vale's executives and their affiliated and subsidiaries participant   companies1, that meet the eligibility conditions for participation. The   program is governed by the criteria and rules established in this Manual2 and   aims to:      Increase Vale's ability   to recruit and retain top talent; Stimulate the sense of "ownership”;   Strengthen a culture of long-term sustainable performance; Stimulate the   development of our executive’s skills; and Reward executives with high/solid   performance and who invested their own resources in the company’s shares.   1.2. Conditions for Eligibility The executives who meet all of the conditions   below will be eligible to participate in the Matching 2019 Cycle:  He/she must be active and working for Vale   as of December 31st, 2018, with salary grade of 14V or above and occupying   one of the following positions (or equivalents in technical career): (i) CEO;   (ii) Executive Director; (iii) Director; (iv) Executive Manager; and (v)   Manager; He/she must meet the specific conditions of placement in the groups   and of participation options that are eligible for the program3; He/she must   be active and working for Vale at the official start date of the cycle; and   He/she must accept the program participation conditions through the   Enrollment Form, by the deadline established.    1.3. Fundamental Characteristics The main   characteristics of the 2019 Matching program are specified below:  Participants acquire Vale's shares traded   in Brazil (B3 S.A.) or ADRs issued by Vale traded on the New York Stock   Exchange (NYSE)4, using its own resources, and shall hold such Shares in   their entirety and under their ownership throughout the whole period of the   cycle; 1 See Appendix A: List of Participant Companies the companies whose   executives may be eligible. For the purpose of this manual, the terminology   “Vale" will be used for Vale S.A. and other related companies of the   group, affiliated and controlled, which are also participant. 2 Situations   not covered in this manual should be evaluated and defined case by case by   the Human Resources Director. 3 See details about the criteria for placing in   the groups and for participation options in 2 Executives Placement in the   Groups. 4 For the purpose of this manual, the terminology “Shares” will be   used for both Vale’s shares traded in Brazil and Vale’s ADRs traded in NYSE. 3   


    




 










Matching Manual   | 2019 Cycle Human Resources  The   number of Shares required for each executive’s participation will be   established based on the participant's Reference Value and the share   Concession Price5; The vesting period of the cycle is 03 (three) years,   officially starting on April 26, 2019 and ending with the award in March   20226, with an exact date to be previously established and communicated to   the participants in the same year of the payment; The award paid by Vale at the   end of the cycle is subject to the compliance with the conditions of   permanence (see 6.1 Conditions for staying in the Program) and will occur in   the same amount of Shares (1: 1 in shares) acquired by the executive,   including the withheld income tax; In addition to the program's award, Vale   may also make cash payments during the cycle, relative to the number of   shares to which he will be entitled as an award at the end of the cycle,   equivalent and of a net worth per share of dividends eventually paid by the   company to the shareholders (see details in 6.4 Payment of Virtual   Dividends); and Participation in the Matching Program is entirely voluntary   and optional7, and the eligible executive who chooses to enroll must   formalize his option through the Enrollment Form.     Important notes: The rules described in   this document are valid exclusively for the Matching Program starting in   2019. The grant of the 2019 cycle of the Matching Program does not require   Vale to grant this incentive, or any other similar program, in future years.   Vale reserves the right to examine and determine the eventual grant of   similar incentives in subsequent years. Thus, employee participation in the   2019 cycle shall not generate expectations of future entitlement to similar   programs. 2. Executives Placement in the Groups In accordance to the   eligibility rules (see 1.2 Conditions for Eligibility), the executive must   comply with the specific conditions of placement in the groups and   participation options to be able to participate in the program. The   executive’s placement7,8 in the groups A, B or C is the responsibility of the   People Integrated Committee and has a recommendation based on the following   criteria: 5 See details about the Reference Value and the Concession Price in   3.3Shares Required for the Participation. 6 The established closing month may   change, in accordance with Vale's Securities Trading Policy. In case of   changes, Vale will notify in advance to the participants. 7 For CEO and   Executive Directors, participation in the program is mandatory according to   the Net Bonus received and Administrative Counselor decision and approval.   For this public there is no exercise of placement by the People Integrated   Committee; the participation is defined by the Extra option. Leaders who have   had their variable compensation suspended, pursuant to the resolution of the   Board of Directors and in agreement with the leaders themselves, will only be   able to exercise the right to participate in the 2019 Matching Cycle Program   after this suspension ends. 8 All Directors with the grade 01V that report   directly to the CEO should be automatically placed in Group A. 4 


    




 










Matching Manual   | 2019 Cycle Human Resources Table 2.: recommended criteria for the placement   Gr. A People Integrated Committee 2018. Extra, as per the level and   region;  o Executives evaluated as   Management and Expert potential, according to People Integrated Committee   2018; or o Executives hired after the end of the People Integrated Committee   2018 and therefore were not evaluated; or o Executives evaluated in a lower9   position than the one they are currently occupying, in People Integrated   Committee 2018. Executives can choose by one of the options: Standard, as per   the level and region; or Do not participate in the program Gr. B Gr. C   Integrated Committee 2018. The People Integrated Committee may place the   eligible executives differently than the recommendation, however always   ensuring that only a maximum of 30%10 of the total of this team is placed in   Group A. The other eligible executives which are not allocated to Group A,   will automatically be considered in Group B. If there are eligible executives   who may not have been part of the People Integrated Committee, such   executives will automatically be allocated to Group B. 3. How to Join the   Program 3.1. Program Enrollment After the placement exercise by the People   Integrated Committee (see 2 Executives Placement in the Groups), the   executive who is eligible to participate shall formalize his/her option via   the Enrollment Form, indicating whether he/she will choose (i) Extra option   (if applicable), (ii) Standard option or (iii) not participating in the 2019   cycle. If the executive choose to participate, he/she will have to choose to   use vested Shares or the purchase in the Market. By opting for participation,   via any of the two options, the executive will also be formalizing his   acceptance and agreement on the guidelines, rules and conditions of the   Matching 2019 program, described in this document and in the Enrollment Form.   Important note: Participation value is subject to executive’s level and   region and is informed on the Enrollment Form received by the participant. 9   It is considered a lower position those evaluated at least one hierarchical   level below or two grades below, his/her grade on 12/31/2016. 10 For rounding   purposes, the calculation of 30% shall follow the distribution of Appendix B:   Eligible Employees Placement Distribution. 5 Executives evaluated as low   performance, according to the PeopleAre not eligible to participate in the   program. Recommendation for Placement in the GroupsParticipation Options   Executives evaluated as Top Management potential, according toExecutives can   choose by one of the options: Standard, as per the level and region; or Do   not participate in the program. 


    




 










Matching Manual   | 2019 Cycle Human Resources 3.2. Registration Process in the Plan   Administrators It is necessary that the participant is registered in the   stock market regulatory bodies and has an updated account in one of the   official Vale Matching plan administrators, as follow:   Bradesco Corretora, for participants who   are in Brazil at the official start date of 2019 cycle; Solium Capital, for   participants who are outside Brazil at the official start date of 2019 cycle.   11 See in Appendix C: Registration Regularization in the Plan Administrators   the list of documents and main guidelines for the registration   regularization. For further information, the executive can contact directly   the administrators in the contacts below:    Bradesco Corretora: stockoption@bradescocorretora.com.br or +55 (11)   3556-3000 (Monday to Friday, 10am to 5pm); Solium Capital, help@solium.com or   +1-403-515-3909.  Important note: The   information update process with the Matching official administrator,   according to participant’s location, is the sole responsibility of the   participant12. Any leader who does not send the registration information   within the outlined enrollment period may lose the right to participate in   the 2019 cycle. 3.3. Shares Required for the Participation 3.3.1. Type of   Share Will be considered for this program the ordinary shares or ADRs backed   in ordinary shares traded on the NYSE, and issued by Vale, through the   authorized plan administrator for each location. Therefore, at the official   start date of 2019 cycle, participants residing in Brazil must acquire VALE3   shares, while participants residing outside Brazil must acquire VALE ADRs.   This manual uses the terminology "Shares" for any of the above   types, as specified in footnote 4. 3.3.2. Reference Value of the Participant   The Reference Value to be calculated for each participant will vary according   to the following criteria:  Group in   which he/she was placed, based on the position in the most recent evaluation   cycle of the People Integrated Committee, which occurred in 2018; Base salary   on 12/31/201813 (respecting the definition of "base salary" of each   location); Salary grade on 12/31/201813; Location where the leader is based   on and/or company he/she is active at, both on 12/31/201813; Number of months   worked (pro-rated) at Vale, in 2018; Participation option chosen by the   participant in the Enrollment Form (Standard or Extra).      11 After leave Vale, all China   employees have to close the account at Solium in 6 months (maximum). 12 In   cases of expatriation, repatriation or transfer from or to Brazil,   participants may need to open an account with both plan administrators. If   this is your case, please contact your local HR. 13 As officially registered   in the source system and/or local payroll, on that date. 6 


    




 










Matching Manual   | 2019 Cycle Human Resources Participants residing in Brazil will have the   Reference Value calculated in Brazilian Reais, while participants residing   outside Brazil will have the Reference Value calculated in US Dollars.   Currency conversions that are required to convert the Reference Value to US   Dollars will be made according to the methodology set out in Appendix D:   Methodology for Currency Conversion. 3.3.3. Share Concession Price The   official concession price for the 2019 cycle will be the average purchase   price as of April 26th, 2019. Consult the Appendix E: Methodology for Share   Price Calculation for more details. 3.3.4. Number of Shares to Participate   The number of Shares required for the participation in the 2019 Matching   cycle will be established based on each executive’s Reference Value, divided   by the Concession Price of the Share. For executives in Brazil, Reference   Value and Concession Price will be in Brazilian Reais, and for executives   outside Brazil, Reference Value and Concession Price will be in US Dollars.   The number of Shares for participation will be rounded down, so there are no   fractions (decimal places) for both participants from Brazil and outside   Brazil. 14 Participants will be notified by Vale's Human Resources area   regarding their number of Shares for the 2019 Matching cycle, as well as other   information that is necessary for their enrollment and participation in the   cycle. 4. Shares Acquisition Process The eligible executive who chooses to   participate in the terms of this program is responsible for financing the   acquisition of his/her Shares. The number of Shares to be acquired by each   participant, and consequently to be withheld during the three (03) years   vesting, must respect the number calculated and communicated by Vale’s Human   Resources (see 3.3 Shares Required for the Participation). The participant   can acquire the Shares in two ways: (i) by using vested Shares of his/her   own; or (ii) by purchasing Shares in the market, on the date established by   Vale. The executive must use only one option in order to acquire the number   of Shares required for the 2019 cycle. 4.1. Use of Vested Shares Vested   Shares are Shares or ADRs of the same type provided by the program (see 3.3.1   Type of Share) already held by the participant on the official start date of   the 2019 cycle, except for the Shares already linked to the Matching cycles   not yet closed (cycles started in 2017 and 2018). In order to join the 2019   cycle using Vested Shares the participant must ensure ownership of the   required number of Shares as communicated by the HR area at the beginning of   the cycle, and that such Shares are under the management of the official   program administrator15 (as region). In case there is insufficient 14 In   Brazil, the value referring to the residual fraction will be returned in   paycheck; in other countries, the decimal fractions of ADRs purchased will be   considered as "Vested Shares" for the participant. 15 If the   participant has vested Shares in other brokers and wants to use them, he/she   must transfer them to the Matching authorized administrator. This process is   optional and must be conducted and funded by the executive directly with his   home broker. 7 


    




 










Matching Manual   | 2019 Cycle Human Resources number of Vested Shares for participation, the   executive must provide them within 5 business days after the start of the   cycle. The use of vested Shares is optional and must be indicated and   authorized by the executive in the Enrollment Form. 4.2. Purchase of Shares   in the Market The purchase of the Shares in the market will be operated by HR   on behalf of the participants together with the plan administrators on April   26, 2019, based on the market share price on this date, using the own   resources of the participants who opt to join the cycle via purchase of   Shares. To do so, it will be necessary for participants to deposit / transfer   the Participant Reference Value (see 3.3.12 Participant Reference Value), in   local currency, to Vale's bank account, which will be previously communicated   by Vale ́s Human Resources area16. 4.2.1. Financial Contribution The period   for the participants to make the necessary contribution for the purchase of   the Shares will be from April 08th to 19th, 2019. This contribution can be   made via deposit, transfer or cheque delivery16, and the amount must respect   the Reference Value (see 3.3.2 Share Concession Price of the Participant).   Currency conversions that are required should follow the Appendix D:   Methodology for Currency Conversion. It is necessary that the participant   make the contribution of this exact amount so that his/her participation at   Matching 2019 cycle can be confirmed. Contributions in a lower amount will   not be considered for 2019 Matching, and in this case the Shares purchased   will be vested and free for the personal use of the executive. It is the   executive’s responsibility to communicate to HR once the contribution is   made, so that the resources can be properly identified. The registration tool   will be previously informed and must be filled by the participant, respecting   the deadline for the contributions period, as established in this item.   Important Note: The executive’s financial contribution amount for the   Matching Shares purchase will not be adjusted in the period between the   payment/contribution and the effective date of the purchase in the market. 5.   Shares Management During the Cycle 5.1. Shares Administration The executive   may sell, transfer or transact at any time his/her 2019 cycle Shares, total   or partially. However, if it is done, he/she will lose the right to receive   the award, that will be paid by Vale in 2022, as well as any other payment   that may be made by the company for the 2019 cycle. In addition, any cost   resulting from such sale/transaction will be the responsibility of the   executive17. 16 Cheque delivery only for Canada/US employees. 17 By having   the participation ended, the costs previously funded by Vale will become the   executive's. It is important to keep contacts and registration data with the   administrators always updated, so that eventual processes and services can be   communicated. 8 


    




 










Matching Manual   | 2019 Cycle Human Resources The Matching Administrators are responsible for   managing the Shares during the cycle vesting, and Vale will be informed of   any transactions made that may invalidate the executive's participation in   this cycle. To consult the program's statement and number of Shares, please   access the administrators’ platforms:     For Shares in Bradesco18: verifiqueseuplano.com.br/bradescocorretora/   For Shares in Solium18: solium.com/ 5.2. Brokerage Fees Any Shares purchased   outside the program through the same brokerage firm that manages the Matching   Shares must be purchased in a separate account and will be subject to   brokerage fees defined by the firm. Vale will not be responsible for paying   any fees related to purchases outside the program. 5.3. Dividends and   Interests on Equity In the event of dividends and/or interest on equity paid   by Vale, the holders of Shares acquired through the program will be entitled   to dividends as any other Vale’s shareholder. Executives who have shares in   Brazil will have the amounts deposited in their respective bank accounts, and   executives who have ADRs outside Brazil may receive the credit in the Solium   Capital account or choose for the automatic reinvestment in new shares of the   same type. Shares acquired with dividend and/or interest on equity are not   part of the Matching Program Shares and, therefore, will not be eligible for   the award at the end of the three (03) year period. 6. Matching Award 6.1.   Conditions for staying in the Program In order for the executives to be   entitled to receive the Matching 2019 award at the end of the three-year   cycle, they must meet all of the conditions below:  They must have acquired the Shares (via   purchase conducted by Vale and/or via use of vested Shares - see 4 Shares   Acquisition Process) in accordance with the amount established and   communicated by HR, and maintained in full and under his/her ownership during   three years, until the payment date; They may not have sold and/or   transferred19 (total or partially) the Matching Shares (including vested   Shares being used for this cycle) during the three years, until the payment   date;   In the Matching account,   investments can only be made with amounts received as dividends and/or   interest on equity, when allowed by the brokerage firm. The Matching account   will be blocked for other Shares acquisitions; 18 Should the participant have   any questions regarding the system access or data consult, It is necessary to   contact directly the plan Administrators of Vale’s Matching program -   Bradesco: stockoption@bradescocorretora.com.br or +55 (11) 3556-3000; Solium:   help@solium.com or +1-403-515-3909. 19 In case of repatriation, expatriation   and another international movement related to Vale, the transfer of Shares is   allowed as long as participants use both official plan administrators. In   case of total transfer (of all ADRs) to Brazil, the factional shares with   Solium must be sold by the participant or kept with Solium at the   participant’s expense and will not be eligible for the Matching award. 9 


    




 










Matching Manual   | 2019 Cycle Human Resources    Transactions involving derivatives, which set up positions sold in   Vale Shares, as well as the rental of shares belonging to the participant to   third parties are prohibited, since the purpose of Matching is to expose and   align the executive to Vale's listed Shares throughout the cycle;  Transactions involving derivatives and   share renting related to any shares issued by Vale that the executive holds,   even if purchased outside the program, as long as they are an active   participant of the program are also prohibited. Any noncompliance with this   rule will be subject to consequences provided for in Vale's Code of Ethics   and Conduct. 6.2. Matching Award Payment at the End of the Cycle At the end   of the cycle in 2022, participants who are eligible for the Matching 2019   award will receive by Vale the same number of Shares (1: 1 in shares)   initially acquired, and also including the income tax (gross-up). The Shares   issued for the award will be credited to the participant's account, either   through acquisition in the market or through the use of Treasury shares, must   respect the authorized plan administrator according to the executive's   location at the time of payment (see 3.2 Registration Process in the Plan   Administrators), regardless of the location in which the executive was at the   beginning of the program. The area/company responsible for the executive’s   costs at the time of the award will be responsible for the payment of his/her   Matching 2019 award20. 6.3. Early Payment During the Cycle The conditions   below outline the treatment for participants who leave Vale before the end of   the 2019 cycle: Resignation or Termination with Cause The executive will not   be eligible for the award or any payment provided by the program. In this   case, the Shares purchased will no longer be linked to the program and,   therefore, can be sold or kept as the executive’s decision, once they were   acquired base on his/her own resources. Costs of the portfolio   administration, if applicable, will be the full responsibility of the   executive after the resignation. Termination without cause or Retirement The   executive will receive his/her award in cash, by the time of the   termination/retirement or according to their termination letter and pro-rated   by the number of months worked for Vale during the 2019 cycle. The   area/company responsible for the executive’s costs at the time of the   termination/retirement will be responsible for the payment of his/her   Matching 2019 award21. After the termination/retirement, the Shares purchased   will no longer be linked to the program and, therefore, can be sold or kept   as the executive’s decision, once they were acquired base on his/her own   resources. Costs of the portfolio administration, if applicable, will be the   full responsibility of the executive after the termination. 20 The amount to   be disbursed by the companies must be budgeted and accrual by the companies   themselves, according to the guidelines of the applicable budget cycles. 10 


    




 










Matching Manual   | 2019 Cycle Human Resources Important Note: The executive who is transferred   to other participating companies of the group (see Appendix A: Participating   Companies List) during the cycle vesting, leading to a termination in the   original company and a hire in the new company, should preferably remain   eligible to participate in the program until the end of the cycle (according   to the established conditions for staying in the program). Death or   Retirement due to Long-Term Disability The executive or his/her legal heirs   will receive the full 2019 cycle reward, in cash, based on the number of   Shares purchased at the beginning of the cycle. The area/company responsible   for the executive’s costs at the time of the termination/retirement will be   responsible for the payment of his/her Matching 2019 award21. At this moment,   the Shares purchased will no longer be linked to the program and, therefore,   can be sold or kept as the executive’s or legal heirs’ decision, once they   were acquired base on his/her own resources. Costs of the portfolio   administration, if applicable, will be the full responsibility of the   executive or the legal heirs, after the termination. Executives from   Associated or Subsidiary Companies that Undergo Change of Control or   Divestiture Participants from associated or subsidiary companies (see   Appendix A: Participating Companies List) that undergo Change of Control or   Vale ́s divestiture, will receive the award in cash and pro-rated by the   number of months worked for the associated/subsidiary company during the   cycle until the Change of Control or Vale ́s divestiture (while on Vale’s   control). The area/company responsible for the executive’s costs at the time   of the Change of Control or divestiture will be responsible for the payment   of his/her Matching 2019 award22. At this moment, the Shares purchased will   no longer be linked to the program and, therefore, can be sold or kept as the   executive’s decision, once they were acquired base on his/her own resources.   Costs of the portfolio administration, if applicable, will be the full   responsibility of the executive after the effective date of termination.   Summary Table of Early Payment During the Cycle Table 6.3: Summary of   conditions for early payment Follow local laws and practices and pay,   preferably, with the other termination payments Area/company responsible for   the employee’s costs on the condition date Last business day of the month   preceding the date of the condition Termination without cause or retirement Number   of months worked in the cycle Yes, in cash Executive 21 The amount to be   disbursed by the companies must be budgeted and accrual by the companies   themselves, according to the guidelines of the applicable budget cycles. 11   Condition for earlyEligibleReferencePro-rata for theTime of the awardResp. by   theResp. by the paymentfor thedate for thecalculationpaymentaward costsmgmt   and awardcalculationportfolio costs Resignation or termination   withNo--------Executive cause 


    




 










Matching Manual   | 2019 Cycle Human Resources legal heirs payments condition date Number of   months worked in the cycle in the company, until the change of control/   divestiture Preferably, on the 1st pay after the change of   control/divestiture, as established in the change of control/ divestiture   contracts Last business day of the month preceding the date of the condition   Area/company responsible for the employee’s costs on the condition date   Change of Control or Vale ́s divestiture Yes, in cash Executive 6.4. Virtual   Dividends Payment In the event of payment of dividends by Vale, executives   participating in the 2019 Matching cycle will be entitled to the   "Matching Virtual Dividends" which is a bonus relative to the the   amount of shares to which it will be entitled as an award at the end of the   cycle, equivalent to and of the same net amount per share of dividends paid   to Vale ́s shareholders. The net amount will be calculated based on the   dividends amount per Share and on the number of Shares from Matching 2019   cycle. Executives will receive the bonus in cash upon deposit at the same   time as the payment of dividends and in the same currency that they receive   their salary through the regular process of the local payroll. Currency   conversions required to calculate the amount to be paid will be made   according to the method indicated in Appendix D: Methodology for Conversion   of Currencies. 7. Employees with Special Work Conditions Employees who are   away or on leave of absence, fixed term contracts, expatriates/repatriated,   and granted or transferred to other group companies, should be treated   according to their location rules. See below some particularities for   expatriate/repatriated and executives transferred to other companies.   Expatriates or Repatriated Employees (Participating companies) For these   cases, Global Mobility rules prevail and should be consulted. The   responsibility for tracking and managing Matching for the eligible   expatriates or repatriates will be the local HR (Host Country HR for   expatriates; Home Country HR for repatriated). If the participant is   transferred during the cycle, his/her Shares (including shares obtained via   dividends) can remain in the previous administrator - there is no need to   transfer them to the other location22. Regarding the award, Global Mobility   rules should be consulted to define the company responsible for the payment   (valid for all the cycles in which the executive may be participating).   Regardless of the paying company, the executive should receive the award   based on his/her location at the time of the payment. Executives Transferred   to Other Companies of the Group 22 With the exception of expatriates from   Brazil who declare tax domicile outside this country. They must transfer   their shares to the official brokerage of the Program outside Brazil. 12   Death or retirement due to long-term disability Last business day of the Yes,   inmonth cashpreceding the date of the condition Follow local laws   andArea/company practices and pay,responsible for Fullpreferably, with thethe   employee’s other terminationcosts on the Executive or 


    




 










Matching Manual   | 2019 Cycle Human Resources In case of employees transferring to another   company after the beginning of the cycle, with corresponding transfer of   contractual obligations, the executive will continue to participate in the   2019 cycle. Payments related to the time worked before the transfer, if   applicable, must be made by the destination company. 8. Key Dates of 2019   Cycle Table 8: Key dates of 2019 cycle. 01    02 April 08 to 19, 2019 Period for financial contributions  Date for the Shares purchase in the   market  04 April 29 to May 03, 2019   Period for blocking vested shares 05 March, 2022 Important note: The dates   established above may be changed, and in this case, will be previously   communicated by Vale to the participants. It is the responsibility of the   Matching program participants to always observe the terms of Vale's   Securities Trading Policy. 23 Eligible employees may change their enrollment   decision until the program official registration in the commissions (SEC and   CVM). 13  End of the cycle, with the   award payment for the eligible employees    Official date for the beginning of 2019 Matching cycle 03April 26,   2019 #DateBrief description of the event March 15 to April 05, Period for   executive to formalize the enrollment option for 2019 201923cycle 


    




 










Matching Manual   | 2019 Cycle Human Resources Appendix A: Participating Companies List Below   is the list of the associated/subsidiary companies whose employees may be   eligible to participate in the 2019 Matching, as well as the countries where   they are located and the respective HR teams. Important notes: The   information of the table below is subject to change during the cycle. It is   the participant’s responsibility to remain informed about any changes through   local HR. The following list indicates the companies that may have eligible   employees. It does not mean that all the executives from these companies will   be eligible. Table A: List of subsidiary and associated companies whose   employees may be eligible to the 2019 cycle. Middle East Africa, Asia   Pacific, Europe & Middle East Corr.Log.Int.de Nacala,SA MOZAMBIQUE 2 4   Fundação Vale do Rio Doce BRAZIL Latin America 6 Potássio Rio Colorado S.A.   ARGENTINA Latin America Africa, Asia Pacific, Europe & Middle East 8 PT   Vale Eksplorasi Indonesia INDONESIA 10 Transbarge Navegacion S.A PARAGUAY   Latin America Africa, Asia Pacific, Europe & Middle East 12 Vale Asia   Kabushiki Kaisha JAPAN 14 Vale Canada Limited CANADA Base Metals Vale   Exploraciones Chile Ltda CHILE Latin America 16 Africa, Asia Pacific, Europe   & Middle East Vale Exploration Pty Ltd AUSTRALIA 18 Middle East Africa,   Asia Pacific, Europe & Middle East Vale International Holdings GmbH   AUSTRIA 20 Middle East Africa, Asia Pacific, Europe & Middle East 22 Vale   International S.A UAE 14 21Vale International S.ASWITZERLANDAfrica, Asia   Pacific, Europe & 19Vale India Private LimitedINDIAAfrica, Asia Pacific,   Europe & 17Vale Exploration Peru SACPERULatin America 15Vale Europe   Ltd.UNIT. KINGDOMBase Metals 13Vale Base Metals Asia Pacific Pte.LtdSINGAPOREBase   Metals 11Vale Americas IncUNITED STATESBase Metals 9Salobo Metais   S.ABRAZILLatin America 7PT International Nickel Indonesia TbkINDONESIABase   Metals 5Mineração Corumbaense ReunidaBRAZILLatin America 3Companhia Portuária   Baia de SepetibaBRAZILLatin America #CompanyCountryHR Responsible 1CLA   Mocambique,SAMOZAMBIQUEAfrica, Asia Pacific, Europe & 


    




 










Matching Manual   | 2019 Cycle Human Resources Middle East Vale Japan Ltd. JAPAN Base Metals 24   Middle East Africa, Asia Pacific, Europe & Middle East 26 Vale Malaysia   Minerals SDN. BHD. MALAYSIA Africa, Asia Pacific, Europe & Middle East   Vale Metals (Shanghai) Co., Ltd CHINA 28 Middle East Africa, Asia Pacific,   Europe & Middle East 30 Vale Mozambique Ltda. MOZAMBIQUE 32 Vale Nickel   (Dalian) Co. Ltd CHINA Base Metals Africa, Asia Pacific, Europe & Middle   East 34 Vale Oman Distribution Center LLC OMAN Middle East 36 Vale S.A.   BRAZIL Latin America Limited 15 37Vale Technology Development   (Canada)CANADABase Metals 35Vale Oman Pelletizing Company LLCOMANAfrica, Asia   Pacific, Europe & 33Vale Nouvelle-Calédonie S.A.S.NEW CALEDONIABase   Metals 31Vale Newfoundland & Labrador Ltd.CANADABase Metals 29Vale   Minerals China Co. LtdCHINAAfrica, Asia Pacific, Europe & 27Vale Manganês   S.ABRAZILLatin America 25Vale Logistics LimitedMALAWIAfrica, Asia Pacific,   Europe & 23Vale International S.A. SingaporeSINGAPOREAfrica, Asia   Pacific, Europe & 


    




 










Matching Manual   | 2019 Cycle Human Resources Appendix B: Eligible Employees Placement Distribution   Table B: Eligible employees placement distribution based on the total   eligible team. participants to place in Gr. A 2 1 36 11 69 21 4 2 38 12 71 22   6 2 40 12 73 22 8 3 42 13 75 23 10 3 44 14 77 24 12 4 46 14 79 24 14 5 48 15   81 25 16 5 50 15 83 25 18 6 52 16 85 26 20 6 54 17 87 27 22 7 56 17 89 27 24   8 58 18 91 28 26 8 60 18 93 28 28 9 62 19 95 29 30 9 64 20 97 30 32 10 66 20   99 30 34 11 16 10030 6721 3310 9830 6520 3110 9629 6319 299 9429 6119 279   9228 5918 258 9027 5718 237 8827 5517 217 8626 5316 196 8426 5116 176 8225   4915 155 8024 4715 134 7824 4514 114 7623 4313 93 7423 4113 73 7222 3912 52   7021 3712 31 # PotentialMax. number (Gr. A + Gr. B) 6821 # PotentialMax.   number participantsto place in Gr. A (Gr. A + Gr. B) 3511 # PotentialMax.   number participantsto place in Gr. A (Gr. A + Gr. B) 11 


    




 










Matching Manual   | 2019 Cycle Human Resources Appendix C: Registration Regularization in the   Plan Administrators Bradesco Corretora - New executives account creation   Participants who receive the fixed salary in Brazil and don’t have an account   must provide the following documents: (i) Enrolment Form; (ii) Intermediation   and Sub-Custody Contract; (iii) Copy of Documents (ID or Driver’s License   with CPF - Individual Taxpayer’s Roll); (iv) Proof of residence (address   where you will receive information regarding your account); and (v) FATCA   (Foreign Account Tax Compliance Act). The documents must be completed, signed   and sent (originals and copies) by the date established by the brokerage   firm, to Av. Paulista, 1450, 7th floor, 01310-100, A/C Matheus Marra, Otávio   Ogawa or Victor Pessina. Bradesco Corretora - Update of executives already   registered Participants who receive the fixed salary in Brazil and already   have an account must update the data every 2 years to keep participating in   Matching. Thus, those whose account has been created or updated 2 years ago   or more, should contact Bradesco to receive the simplified re-registration   e-mail. In this email, the executives will validate the old data and confirm   as read and according to the form intermediation and sub-custody agreement.   In addition, the following documents must be sent: (i) C Copy of Documents   (ID or Driver’s License with CPF - Individual Taxpayer’s Roll); (ii) C Proof   of residence (address where you will receive information regarding your   account); (iii) FATCA (Foreign Account Tax Compliance Act); (iv) Analysis of   the Investor Profile. Questions should be clarified directly with Bradesco   (stockoption@bradescocorretora.com.br or +55 (11)3556-3000 – Monday to Friday   10am to 5 pm) Important note: In order to be accepted by the plan   administrator, the Intermediation and Sub-custody Contract, in addition to   the participant’s signature, must also have an authorized officer’s   recognition by Vale (procurator), and the Enrollment Form must be signed by 2   witnesses, besides the participant’s signature and the Vale's recognition.   Solium Capital - New executives account creation Participants who receive the   fixed salary outside Brazil (including international designation) and don’t   have an account should contact the local HR and provide the necessary   information to create the account. In addition, it’s necessary to complete   the W-8BEN Form (Certificate of Foreign Status of Beneficial Owner for United   States Tax Withholding) regarding the income statement in case of dividends   payment or Shares sales. If it is not completed, the participant may be   subject to taxes, which are his/her responsibility. The filling of this form   must be done online, directly in the Solium system (solium.com). Other forms   may be required, depending on the legal requirements of each country. Solium   Capital - Update of executives already registered If it is necessary to   update the account information, the executive should contact Solium directly   and request the change. Eventually, Solium may request to update the account   (if applicable). Questions related to the required documentation, or Shares   sales, should be clarified directly with Solium Capital, by calling   +1-403-515-3909 or by e-mail help@solium.com. Important note: 17 


    




 










Machingrvlanua   1 2019 Cycle Humal Resources VALE Leaders living abroad who have tax   registration in Brazil (CPF) should pay special attention to ensure the   information registered with the plan administrator accurately reflects the   current status of the tax situation with the Brazilian treasury   department,i.e. resident or non esident. Any discrepancy may cause tax   implications to the participant 18 


    




 










Matching Manual   | 2019 Cycle Human Resources Appendix D: Methodology for Currency Conversion   For executives that are outside Brazil and with a reference currency other   than USD (currency in which the Share is traded outside Brazil), it is   necessary to convert the reference currency to USD currency or vice versa. To   do so, the methodology described below (according to each case) will be used,   considering the official website http://www.oanda.com/ and using the   internationally recognized rounding rules, with two decimal places in all   values. For the Beginning of the Cycle    Reference date for calculation: March 31, 2019 (last business day of   the month prior to the official month of the 2019 cycle beginning); Reference   currency: currency in which the executive received his/her base salary on   12/31/2018 and/or currency in which the executive made the financial   contribution in Vale's bank account; Method of conversion: bid rate on the   reference date; Applicability: calculation of the following amounts -   participant Reference Value, amount to be contributed by the participant and   value to be considered for the purchase of Shares in the market (when / if   applicable).    For Payment at the End   of the Cycle  Reference date for   calculation: official end date of the cycle (to be previously established and   communicated to participants in the same year of payment); Reference   currency: currency in which the executive receives his/her base salary at   Vale; Method of conversion: bid rate on the reference date; Applicability:   calculation of the amounts to be paid to the participants as awards for the   Matching 2019 program.     For Early   Payment (before the end of the cycle)    Reference date for calculation: last day of the month preceding the   condition date (according to 6.3 Early Payment During the Cycle); Reference   currency: currency in which the executive received his/her last base salary   at Vale; Method of conversion: simple average of bid rates of the month   preceding the condition date; Applicability: calculation of the amounts to be   paid on the termination, to participants who leave Vale before the end of the   cycle (see 6.3 Early Payment During the Cycle).    For Virtual Dividends Payment     Reference date for calculation:   Dividends payment date in Brazil; Reference currency: currency in which the   executive receives his/her base salary at Vale; Method of conversion: bid   rate on the reference date; Applicability: calculation of the amounts to be   paid to participants as Virtual Dividends for the Matching 2019 program. 19 


    




 










Machingrvlanua   1 2019 Cycle Humal Resources VALE Important note: lhe methodology desuibed   above should be applied to all current Matching cydes in which the executive   may be participating, thus prevailing on possible drfferent methodologies   that may be described in the other Manuals, prior to this. 20 


    




 










Matching Manual   | 2019 Cycle Human Resources Appendix E: Methodology for Share Price   Calculation For the Beginning of the Cycle The Price to calculate the number   of Shares required in the 2019 cycle will be the Purchase price (B3 S.A. for   executives in Brazil, and NYSE for executives outside Brazil) on April 26,   2019. For participants in Brazil, the price will be in Reais (VALE3) and for   participants outside Brazil, the price will be in US Dollars (VALEON).   Internationally recognized rounding rules, with two significant decimal   places, should be considered in all values. For Payment at the End of the   Cycle For the award of executives eligible for payment, the actual average   purchase price of Matching's shares in the market, on the official award day   of the cycle, shall be used in 2022 and / or closing Share price of the last   business day prior to the award date if Vale ́s Treasury Shares are used for   the award. Internationally recognized rounding rules, with two significant   figures, should be considered in all values. For Early Payment (before the   end of the cycle) In the case of payment before the end of the cycle, the   price to be used in the calculation shall be established based on the   following:  Reference date for calculation:   last day of the month preceding the condition date (according to 6.3 Early   Payment During the Cycle); Period: 60 last trading sessions prior to the   reference date; Method of calculation: average of the share price weighted by   the volume of Shares traded, in each of the trading sessions.   The trading sessions dates and the type of   the Share shall be in accordance with the participant’s location on the   condition date. Internationally recognized rounding rules, with two   significant decimal places, should be considered in all values. Important   note: The methodology described above should be applied to all current   Matching cycles in which the executive may be participating, thus prevailing   on possible different methodologies that may be described in the other   Manuals, prior to this. 21