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Vale S.A. – ‘20-F’ for 12/31/21 – ‘EX-15.4’

On:  Thursday, 4/14/22, at 5:00pm ET   ·   For:  12/31/21   ·   Accession #:  1104659-22-46078   ·   File #:  1-15030

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/14/22  Vale S.A.                         20-F       12/31/21  223:156M                                   Toppan Merrill/FA

Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual or Annual-Transition Report by a Foreign     HTML   7.11M 
                Non-Canadian Issuer                                              
 2: EX-2        Plan of Acquisition, Reorganization, Arrangement,   HTML    248K 
                Liquidation or Succession                                        
 3: EX-8        Opinion of Counsel re: Tax Matters                  HTML     80K 
 6: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     63K 
12: EX-17.1     Correspondence re: Departure of a Director          HTML     60K 
13: EX-96.1     Mining Disclosure -- vale-20211231xex96d1            PDF  23.19M 
14: EX-96.2     Mining Disclosure -- vale-20211231xex96d2            PDF  11.96M 
15: EX-96.3     Mining Disclosure -- vale-20211231xex96d3            PDF  37.17M 
 4: EX-12.1     Statement re: the Computation of Ratios             HTML     65K 
 5: EX-12.2     Statement re: the Computation of Ratios             HTML     66K 
 7: EX-15.1     Letter re: Unaudited Interim Financial Info         HTML     60K 
 8: EX-15.2     Letter re: Unaudited Interim Financial Info         HTML    103K 
 9: EX-15.3     Letter re: Unaudited Interim Financial Info         HTML    105K 
10: EX-15.4     Letter re: Unaudited Interim Financial Info         HTML     74K 
11: EX-15.5     Letter re: Unaudited Interim Financial Info         HTML     78K 
21: R1          Document and Entity Information                     HTML    155K 
22: R2          Consolidated Income Statement                       HTML    149K 
23: R3          Consolidated Statement of Comprehensive Income      HTML    103K 
24: R4          Consolidated Statement of Cash Flows                HTML    181K 
25: R5          Consolidated Statement of Financial Position        HTML    184K 
26: R6          Consolidated Statement of Changes in Equity         HTML    110K 
27: R7          Corporate information                               HTML     64K 
28: R8          Basis of preparation of financial statements        HTML    110K 
29: R9          Significant events in the current year              HTML     68K 
30: R10         Information by business segment and geographic      HTML    645K 
                area                                                             
31: R11         Costs and expenses by nature                        HTML    130K 
32: R12         Financial results                                   HTML    108K 
33: R13         Streaming transactions                              HTML     68K 
34: R14         Income taxes                                        HTML    191K 
35: R15         Basic and diluted earnings (loss) per share         HTML     88K 
36: R16         Accounts receivable                                 HTML     99K 
37: R17         Suppliers and contractors                           HTML     70K 
38: R18         Inventories                                         HTML     75K 
39: R19         Recoverable and payable taxes                       HTML     92K 
40: R20         Other financial assets and liabilities              HTML    133K 
41: R21         Investments in subsidiaries, associates and joint   HTML    556K 
                ventures                                                         
42: R22         Non-current assets and liabilities held for sales   HTML    210K 
                and discontinued operations                                      
43: R23         Intangibles                                         HTML    146K 
44: R24         Property, plant and equipment                       HTML    275K 
45: R25         Impairment and onerous contracts                    HTML    107K 
46: R26         Financial and capital risk management               HTML   1.18M 
47: R27         Financial assets and liabilities                    HTML    351K 
48: R28         Participative stockholders' debentures              HTML     65K 
49: R29         Loans, borrowings, leases, cash and cash            HTML    275K 
                equivalents and short-term investments                           
50: R30         Brumadinho dam failure                              HTML    134K 
51: R31         Liabilities related to associates and joint         HTML    113K 
                ventures                                                         
52: R32         Provision for de-characterization of dam            HTML    140K 
                structures and asset retirement obligations                      
53: R33         Provisions                                          HTML     86K 
54: R34         Litigations                                         HTML    161K 
55: R35         Employee benefits                                   HTML    861K 
56: R36         Stockholders' equity                                HTML    156K 
57: R37         Related parties                                     HTML    362K 
58: R38         Commitments                                         HTML     70K 
59: R39         Basis of preparation of financial statements        HTML    191K 
                (Policies)                                                       
60: R40         Basis of preparation of financial statements        HTML     81K 
                (Tables)                                                         
61: R41         Information by business segment and geographic      HTML    641K 
                area (Tables)                                                    
62: R42         Costs and expenses by nature (Tables)               HTML    133K 
63: R43         Financial results (Tables)                          HTML    107K 
64: R44         Income taxes (Tables)                               HTML    170K 
65: R45         Basic and diluted earnings (Loss) Per Share         HTML     87K 
                (Tables)                                                         
66: R46         Accounts receivable (Tables)                        HTML     98K 
67: R47         Suppliers and contractors (Tables)                  HTML     69K 
68: R48         Inventories (Tables)                                HTML     73K 
69: R49         Recoverable and payable taxes (Tables)              HTML     89K 
70: R50         Other financial assets and liabilities (Tables)     HTML    127K 
71: R51         Investments in subsidiaries, associates and joint   HTML    543K 
                ventures (Tables)                                                
72: R52         Non-current assets and liabilities held for sales   HTML    194K 
                and discontinued operations (Tables)                             
73: R53         Intangibles (Tables)                                HTML    146K 
74: R54         Property, plant and equipment (Tables)              HTML    269K 
75: R55         Impairment and onerous contracts (Tables)           HTML     94K 
76: R56         Financial and capital risk management (Tables)      HTML   1.16M 
77: R57         Financial assets and liabilities (Tables)           HTML    350K 
78: R58         Loans, borrowings, leases, cash and cash            HTML    276K 
                equivalents and short-term investments (Tables)                  
79: R59         Brumadinho dam failure (Tables)                     HTML    114K 
80: R60         Liabilities related to associates and joint         HTML     99K 
                ventures (Tables)                                                
81: R61         Provision for de-characterization of dam            HTML    132K 
                structures and asset retirement obligations                      
                (Tables)                                                         
82: R62         Provisions (Tables)                                 HTML    139K 
83: R63         Litigations (Tables)                                HTML    144K 
84: R64         Employee benefits (Tables)                          HTML    869K 
85: R65         Stockholders' equity (Tables)                       HTML    147K 
86: R66         Related parties (Tables)                            HTML    363K 
87: R67         Commitments (Tables)                                HTML     69K 
88: R68         Basis of preparation of financial statements -      HTML     67K 
                Presentation currency (Details)                                  
89: R69         Basis of preparation of financial statements -      HTML     74K 
                Covid-19 and Climate changes (Details)                           
90: R70         Basis of preparation of financial statements - IAS  HTML     72K 
                21 - Effects of changes in exchange rates and                    
                conversion of financial statements (Details)                     
91: R71         Significant events in the current year (Details)    HTML    113K 
92: R72         Information by business segment and by geographic   HTML    151K 
                area - Adjusted EBITDA (Details)                                 
93: R73         Information by business segment and by geographic   HTML    104K 
                area - Adjusted EBITDA reconciled to net income                  
                (Loss) (Details)                                                 
94: R74         Information by business segment and by geographic   HTML    101K 
                area - Assets (Details)                                          
95: R75         Information by business segment and by geographic   HTML     97K 
                area - Assets by geographic area (Details)                       
96: R76         Information by business segment and by geographic   HTML    120K 
                area - Net operating revenue (Details)                           
97: R77         Costs and expenses by nature - Cost of goods sold   HTML     87K 
                and services (Details)                                           
98: R78         Costs and expenses by nature - Selling and          HTML     74K 
                administrative (Details)                                         
99: R79         Costs and expenses by nature - Other (Details)      HTML     76K 
100: R80         Financial results (Details)                         HTML    103K  
101: R81         Streaming transactions (Details)                    HTML     94K  
102: R82         Income taxes - Deferred tax assets and liabilities  HTML     82K  
                (Details)                                                        
103: R83         Income taxes - Assets and liabilities (Details)     HTML     68K  
104: R84         Income taxes - Changes in deferred tax (Details)    HTML    129K  
105: R85         Income taxes - Income tax reconciliation (Details)  HTML     85K  
106: R86         Income taxes - Tax incentives (Details)             HTML     63K  
107: R87         Income taxes - Settlement program (Details)         HTML     69K  
108: R88         Income taxes - Additional information (Details)     HTML    110K  
109: R89         Basic and diluted earnings (Loss) Per Share         HTML     93K  
                (Details)                                                        
110: R90         Accounts receivable (Details)                       HTML     84K  
111: R91         Accounts receivable - Sensitivity of the Company's  HTML     82K  
                risk on final settlement (Details)                               
112: R92         Suppliers and contractors (Details)                 HTML     70K  
113: R93         Inventories (Details)                               HTML     76K  
114: R94         Recoverable and payable taxes (Details)             HTML     79K  
115: R95         Recoverable and payable taxes - Additional          HTML     66K  
                Information (Details)                                            
116: R96         Other financial assets and liabilities (Details)    HTML    106K  
117: R97         Other financial assets and liabilities -            HTML     68K  
                Investment in equity securities (Details)                        
118: R98         Other financial assets and liabilities -            HTML     92K  
                Liabilities related to the concession grant                      
                (Details)                                                        
119: R99         Investments in subsidiaries, associates and joint   HTML    225K  
                ventures - Guarantees provided (Details)                         
120: R100        Investments in subsidiaries, associates and joint   HTML     86K  
                ventures - Changes in the year (Details)                         
121: R101        Investments in subsidiaries, associates and joint   HTML     79K  
                ventures - Capital reduction (Details)                           
122: R102        Investments in subsidiaries, associates and joint   HTML     79K  
                ventures - Acquisitions and divestitures (Details)               
123: R103        Investments in subsidiaries, associates and joint   HTML    136K  
                ventures - Financial information (Details)                       
124: R104        Investments in subsidiaries, associates and joint   HTML    168K  
                ventures - Noncontrolling interest (Details)                     
125: R105        Non-current assets and liabilities held for sales   HTML    102K  
                and discontinued operations (Details)                            
126: R106        Non-current assets and liabilities held for sales   HTML     70K  
                and discontinued operations - Acquisition of                     
                non-controlling interest in Vale Mocambique                      
                (Details)                                                        
127: R107        Non-current assets and liabilities held for sales   HTML     71K  
                and discontinued operations - Business                           
                combinations - NLC (Details)                                     
128: R108        Non-current assets and liabilities held for sales   HTML    102K  
                and discontinued operations - Fair values of                     
                identifiable assets acquired and liabilities                     
                assumed as a result of the acquisition (Details)                 
129: R109        Non-current assets and liabilities held for sales   HTML     74K  
                and discontinued operations - Fair value                         
                adjustments and Binding agreement with Vulcan                    
                Minerals ("Vulcan") (Details)                                    
130: R110        Non-current assets and liabilities held for sales   HTML    101K  
                and discontinued operations - Net income and cash                
                flows from discontinued operations (Details)                     
131: R111        Non-current assets and liabilities held for sales   HTML     67K  
                and discontinued operations - Reclassification of                
                cumulative translation adjustments (Details)                     
132: R112        Non-current assets and liabilities held for sales   HTML    104K  
                and discontinued operations - Reclassification of                
                cumulative translation adjustments - Cash flows of               
                discontinued operations (Details)                                
133: R113        Non-current assets and liabilities held for sales   HTML     69K  
                and discontinued operations - Manganese                          
                ferroalloys operations in Minas Gerais (Details)                 
134: R114        Non-current assets and liabilities held for sales   HTML     79K  
                and discontinued operations - Other assets                       
                (Details)                                                        
135: R115        Intangibles - (Details)                             HTML    112K  
136: R116        Intangibles - Estimated useful lives (Details)      HTML     72K  
137: R117        Property, plant and equipment - Movements           HTML    162K  
                (Details)                                                        
138: R118        Property, plant and equipment - Right-of-use        HTML     91K  
                assets (Leases) (Details)                                        
139: R119        Property, plant and equipment - Estimated useful    HTML     88K  
                lives (Details)                                                  
140: R120        Impairment and onerous contracts (Details)          HTML     90K  
141: R121        Impairment and onerous contracts - Ferrous          HTML     74K  
                Minerals (Details)                                               
142: R122        Impairment and onerous contracts - Other assets     HTML     64K  
                (Details)                                                        
143: R123        Impairment and onerous contracts - Impairment test  HTML     75K  
                for the goodwill (Details)                                       
144: R124        Financial and capital risk management - Effects of  HTML    115K  
                derivatives on statement of financial position and               
                Net exposure (Details)                                           
145: R125        Financial and capital risk management - Effects of  HTML    120K  
                derivatives on the income statement, cash flow and               
                other comprehensive income (Details)                             
146: R126        Financial and capital risk management - Protection  HTML    140K  
                programs for the R and EUR denominated debt                      
                instruments and other liabilities (Details)                      
147: R127        Financial and capital risk management - Protection  HTML     87K  
                program for Libor floating interest rate US                      
                denominated debt (Details)                                       
148: R128        Financial and capital risk management - Cash flow   HTML    144K  
                hedge and Protection program for product prices                  
                and input costs (Details)                                        
149: R129        Financial and capital risk management - Embedded    HTML    103K  
                derivatives in contracts (Details)                               
150: R130        Financial and capital risk management -             HTML    259K  
                Sensitivity analysis of derivative financial                     
                instruments (Details)                                            
151: R131        Financial and capital risk management - Financial   HTML     90K  
                instruments, except for accounts receivable                      
                (Details)                                                        
152: R132        Financial and capital risk management - Financial   HTML     99K  
                counterparties' ratings (Details)                                
153: R133        Financial assets and liabilities (Details)          HTML    160K  
154: R134        Financial assets and liabilities - Hierarchy of     HTML     96K  
                fair value (Details)                                             
155: R135        Financial assets and liabilities - Changes in       HTML     80K  
                Level 3 assets and liabilities - (Details)                       
156: R136        Financial assets and liabilities - Loans and        HTML     99K  
                financing (Details)                                              
157: R137        Participative stockholders' debentures (Details)    HTML     72K  
158: R138        Loans, borrowings, leases, cash and cash            HTML     74K  
                equivalents and short-term investments - Net debt                
                and Short-term investments (Details)                             
159: R139        Loans, borrowings, leases, cash and cash            HTML     67K  
                equivalents and short-term investments - Cash and                
                cash equivalents (Details)                                       
160: R140        Loans, borrowings, leases, cash and cash            HTML    102K  
                equivalents and short-term investments - Total                   
                debt (Details)                                                   
161: R141        Loans, borrowings, leases, cash and cash            HTML     78K  
                equivalents and short-term investments - Debt                    
                payments (Details)                                               
162: R142        Loans, borrowings, leases, cash and cash            HTML     64K  
                equivalents and short-term investments - Funding                 
                (Details)                                                        
163: R143        Loans, borrowings, leases, cash and cash            HTML     98K  
                equivalents and short-term investments -                         
                Reconciliation of debt to cash flows arising from                
                financing activities (Details)                                   
164: R144        Loans, borrowings, leases, cash and cash            HTML     78K  
                equivalents and short-term investments - Funding                 
                and repayments (Details)                                         
165: R145        Loans, borrowings, leases, cash and cash            HTML    102K  
                equivalents and short-term investments - Lease                   
                liabilities (Details)                                            
166: R146        Loans, borrowings, leases, cash and cash            HTML    128K  
                equivalents and short-term investments - Annual                  
                minimum payments (Details)                                       
167: R147        Loans, borrowings, leases, cash and cash            HTML     84K  
                equivalents and short-term investments - Discount                
                rates (Details)                                                  
168: R148        Loans, borrowings, leases, cash and cash            HTML     64K  
                equivalents and short-term investments -                         
                Guarantees (Details)                                             
169: R149        Loans, borrowings, leases, cash and cash            HTML     62K  
                equivalents and short-term investments - Policy                  
                (Details)                                                        
170: R150        Brumadinho dam failure (Details)                    HTML     65K  
171: R151        Brumadinho dam failure - De-characterization of     HTML     92K  
                the upstream dams (Details)                                      
172: R152        Brumadinho dam failure - Global Settlement for      HTML     77K  
                Brumadinho (Details)                                             
173: R153        Brumadinho dam failure - Cash settlement            HTML     70K  
                obligation (Details)                                             
174: R154        Brumadinho dam failure - Provision for              HTML     66K  
                socio-economic reparation and others and provision               
                for social and environmental reparation (Details)                
175: R155        Brumadinho dam failure - Provision for individual   HTML     67K  
                indemnification and other commitments (Details)                  
176: R156        Brumadinho dam failure - Contingencies and other    HTML     67K  
                legal matters (Details)                                          
177: R157        Brumadinho dam failure - Arbitration proceedings    HTML     78K  
                in Brazil filed by minority stockholders and a                   
                class association (Details)                                      
178: R158        Brumadinho dam failure - Criminal proceedings and   HTML     63K  
                investigations (Details)                                         
179: R159        Brumadinho dam failure - Insurance (Details)        HTML     64K  
180: R160        Liabilities related to associates and joint         HTML     89K  
                ventures - Changes on the provisions (Details)                   
181: R161        Liabilities related to associates and joint         HTML     92K  
                ventures - Summarized financial information                      
                (Details)                                                        
182: R162        Liabilities related to associates and joint         HTML     89K  
                ventures - Additional Information (Details)                      
183: R163        Provision for de-characterization of dam            HTML     75K  
                structures and asset retirement obligations -                    
                De-characterization of dam structures located in                 
                Brazil (Details)                                                 
184: R164        Provision for de-characterization of dam            HTML     80K  
                structures and asset retirement obligations -                    
                Changes in the provisions (Details)                              
185: R165        Provision for de-characterization of dam            HTML     85K  
                structures and asset retirement obligations -                    
                Asset retirement obligations and environmental                   
                obligations (Details)                                            
186: R166        Provision for de-characterization of dam            HTML    106K  
                structures and asset retirement obligations -                    
                Provision changes during the year (Details)                      
187: R167        Provisions (Details)                                HTML     77K  
188: R168        Litigations - Changes (Details)                     HTML    109K  
189: R169        Litigations - Contingent liabilities (Details)      HTML     95K  
190: R170        Litigations - Judicial deposits (Details)           HTML     72K  
191: R171        Litigations - Contingencies assets (Details)        HTML     83K  
192: R172        Employee benefits - Change in benefit obligation    HTML     96K  
                (Details)                                                        
193: R173        Employee benefits - Evolution of assets fair value  HTML     92K  
                (Details)                                                        
194: R174        Employee benefits - Reconciliation of net           HTML    135K  
                liabilities recognized in the statement of                       
                financial position (Details)                                     
195: R175        Employee benefits - Costs recognized in the income  HTML     78K  
                statement (Details)                                              
196: R176        Employee benefits - Costs recognized in the         HTML     95K  
                statement of comprehensive income (Details)                      
197: R177        Employee benefits - Actuarial and economic          HTML    126K  
                assumptions and sensitivity analysis (Details)                   
198: R178        Employee benefits - Assets of pension plans         HTML     70K  
                (Details)                                                        
199: R179        Employee benefits - Overfunded pension plans -      HTML    112K  
                Assets by category (Details)                                     
200: R180        Employee benefits - Overfunded pension plans -      HTML     94K  
                Measurement of assets at fair value (Details)                    
201: R181        Employee benefits - Underfunded pension plans -     HTML    139K  
                Assets by category (Details)                                     
202: R182        Employee benefits - Underfunded pension plans,      HTML    105K  
                Measurement of plan assets at fair value (Details)               
203: R183        Employee benefits - Expected benefit payments       HTML     92K  
                (Details)                                                        
204: R184        Employee benefits - Profit sharing program ("Plr")  HTML     62K  
                (Details)                                                        
205: R185        Employee benefits - Long-term incentive programs    HTML     84K  
                (Details)                                                        
206: R186        Employee benefits - Remeasurement of the fair       HTML     68K  
                value of plans (Details)                                         
207: R187        Employee benefits - Assumptions used for the Monte  HTML     81K  
                Carlo simulation (Details)                                       
208: R188        Employee benefits - Reclassification from           HTML     95K  
                cash-settled to equity-settled (Details)                         
209: R189        Stockholders' equity - Share capital (Details)      HTML    100K  
210: R190        Stockholders' equity - Share buyback and treasury   HTML    107K  
                shares (Details)                                                 
211: R191        Stockholders' equity - Profit distribution          HTML    101K  
                (Details)                                                        
212: R192        Stockholders' equity - Profit reserves (Details)    HTML    103K  
213: R193        Stockholders' equity - Shareholders' Agreement      HTML     64K  
                (Details)                                                        
214: R194        Related parties - Transactions with related         HTML    108K  
                parties (Details)                                                
215: R195        Related parties - Outstanding balances with         HTML    122K  
                related parties (Details)                                        
216: R196        Related parties - Key management personnel          HTML     76K  
                remuneration (Details)                                           
217: R197        Related parties - Additional information (Details)  HTML     65K  
218: R198        Commitments - Contractual obligations (Details)     HTML     65K  
221: XML         IDEA XML File -- Filing Summary                      XML    443K  
219: XML         XBRL Instance -- vale-20211231x20f_htm               XML  18.02M  
220: EXCEL       IDEA Workbook of Financial Reports                  XLSX    362K  
17: EX-101.CAL  XBRL Calculations -- vale-20211231_cal               XML    453K 
18: EX-101.DEF  XBRL Definitions -- vale-20211231_def                XML   2.88M 
19: EX-101.LAB  XBRL Labels -- vale-20211231_lab                     XML   4.11M 
20: EX-101.PRE  XBRL Presentations -- vale-20211231_pre              XML   3.73M 
16: EX-101.SCH  XBRL Schema -- vale-20211231                         XSD    832K 
222: JSON        XBRL Instance as JSON Data -- MetaLinks              926±  1.46M  
223: ZIP         XBRL Zipped Folder -- 0001104659-22-046078-xbrl      Zip   2.10M  


‘EX-15.4’   —   Letter re: Unaudited Interim Financial Info


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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Exhibit 15.4

Image

To the Board of Directors of

Vale S.A.

CONSENT OF QUALIFIED PERSON

Re:

Annual Report on Form 20-F of Vale S.A. (“Vale”)

I, Chris (Christy) Gauld, in connection with Vale’s Annual Report on Form 20-F for the year ended December 31, 2021 (the “Annual Report”), consent to:

a)

the public filing by Vale and use of the technical report titled “Technical Report Summary for Ontario Operations” (the “Technical Report”), with an effective date of December 31, 2021, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, as an exhibit to and referenced in the Annual Report;

b)

the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission), in connection with the Annual Report and any such Technical Report;

c)

any extracts from or a summary of the Technical Report in the Annual Report and the use of any information derived, summarized, quoted or referenced from the Technical Report, or portions thereof, that was prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Annual Report; and

d)

the incorporation by reference of the Annual Report in the Registration Statements on Form F-3 of Vale S.A. (No. 333-258466) and Vale Overseas Limited (No. 333-258466-01) and Registration Statements on Form S-8 of Vale S.A. (No. 333-223718).

I am responsible for authoring, and this consent pertains to, Sections 1, 2, 3, 4, 5, 6, 7.1, 7.2, 8, 9, 10, 11, 14, 20, 21, 22.1-22.8, 22.10, 22.20, 23, 24, and 25 of the Technical Report. I certify that I have read the Annual Report and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible.

Dated:April 4, 2022.

/s/ Chris Gauld


Chris Gauld

Chris.Gauld@vale.com

Vale Qualified Professional for Base Metals

Manager, Resource Management

PGO, P. Geo #1247


Image

To the Board of Directors of

Vale S.A.

CONSENT OF QUALIFIED PERSON

Re:

Annual Report on Form 20-F of Vale S.A. (“Vale”)

I, Nick A. Gardner, in connection with Vale’s Annual Report on Form 20-F for the year ended December 31, 2021 (the “Annual Report”), consent to:

a)

the public filing by Vale and use of the technical report titled “Technical Report Summary for Ontario Operations” (the “Technical Report”), with an effective date of December 31, 2021, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, as an exhibit to and referenced in the Annual Report;

b)

the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission), in connection with the Annual Report and any such Technical Report;

c)

any extracts from or a summary of the Technical Report in the Annual Report and the use of any information derived, summarized, quoted or referenced from the Technical Report, or portions thereof, that was prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Annual Report; and

d)

the incorporation by reference of the Annual Report in the Registration Statements on Form F-3 of Vale S.A. (No. 333-258466) and Vale Overseas Limited (No. 333-258466-01) and Registration Statements on Form S-8 of Vale S.A. (No. 333-223718).

I am responsible for authoring, and this consent pertains to, Sections 1.1 - 1.2, 2.1 - 2.5, 12, 13, 15.1-15.4, 15.9 -15.11, 16, 17, 18, 19, 22.1, 22.11 - 22.12, 22.14 - 22.19, 22.20.1 - 22.21, 23, 24, and 25 of the Technical Report. I certify that I have read the Annual Report and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible.

Dated:April 4, 2022.

/s/ Nick A. Gardner


Nick A. Gardner

Nick.Gardner@vale.com

Vale Qualified Professional for Base Metal Manager,

Integrated Technical Planning

PEGNL PEng #09466


Image

To the Board of Directors of

Vale S.A.

CONSENT OF QUALIFIED PERSON

Re:

Annual Report on Form 20-F of Vale S.A. (“Vale”)

I, Alex Hossack, in connection with Vale’s Annual Report on Form 20-F for the year ended December 31, 2021 (the “Annual Report”), consent to:

a)

the public filing by Vale and use of the technical report titled “Technical Report Summary for Ontario Operations” (the “Technical Report”), with an effective date of December 31, 2021, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, as an exhibit to and referenced in the Annual Report;

b)

the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission), in connection with the Annual Report and any such Technical Report;

c)

any extracts from or a summary of the Technical Report in the Annual Report and the use of any information derived, summarized, quoted, or referenced from the Technical Report, or portions thereof, that was prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Annual Report; and

d)

the incorporation by reference of the Annual Report in the Registration Statements on Form F- 3 of Vale S.A. (No. 333-258466) and Vale Overseas Limited (No. 333-258466-01) and Registration Statements on Form S-8 of Vale S.A. (No. 333-223718).

I am responsible for authoring, and this consent pertains to, Sections 1.1-1.2, 1.21.1-1.21.2, 1.23, 2.1- 2.4, 2.6, 7.3-7.4.3, 15.4, 22.1, 22.14, 22.20.1-22.20.2, 23-24.3, 25.1-25.7, 25.8.3 of the Technical Report. I certify that I have read the Annual Report and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible.

Dated:April 5, 2022.

/s/ Alex Hossack


Alex Hossack, AusIMM (CP)

alex.hossack@vale.com

Vale Qualified Person for Vale Base Meals

Manager, Geotechnical

AusIMM(CP) #225081


Image

To the Board of Directors of

Vale S.A.

CONSENT OF QUALIFIED PERSON

Re:

Annual Report on Form 20-F of Vale S.A. (“Vale”)

I, Greg Puro, in connection with Vale’s Annual Report on Form 20-F for the year ended December 31, 2021 (the “Annual Report”), consent to:

a)

the public filing by Vale and use of the technical report titled “Technical Report Summary for Ontario Operations” (the “Technical Report”), with an effective date of December 31, 2021, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, as an exhibit to and referenced in the Annual Report;

b)

the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission), in connection with the Annual Report and any such Technical Report;

c)

any extracts from or a summary of the Technical Report in the Annual Report and the use of any information derived, summarized, quoted or referenced from the Technical Report, or portions thereof, that was prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Annual Report; and

d)

the incorporation by reference of the Annual Report in the Registration Statements on Form F-3 of Vale S.A. (No. 333-258466) and Vale Overseas Limited (No. 333-258466-01) and Registration Statements on Form S-8 of Vale S.A. (No. 333-223718).

I am responsible for authoring, and this consent pertains to, Sections 1, 2, 15, 22, 23, 24, and 25 of the Technical Report. I certify that I have read the Annual Report and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible.

Dated:April 5, 2022.

/s/ Greg Puro


Greg Puro, P. Eng.

greg.puro@vale.com

Vale Qualified Professional for Base Metal Manager,

Geotechnical Dams

PEO #90475047



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing    Date    Other Filings
Filed on:4/14/22
4/5/226-K
4/4/226-K
For Period end:12/31/216-K,  6-K/A
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/13/23  Vale S.A.                         POSASR      4/13/23   12:839K                                   MZ Technologies/FA


3 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/31/22  Vale S.A.                         6-K         3/30/22    1:48M                                    Toppan Merrill/FA
 3/24/21  Vale S.A.                         20-F       12/31/20  216:51M                                    Toppan Merrill-FA
 9/21/16  BHP Group Ltd.                    20-F        6/30/16   12:14M                                    Donnelley … Solutions/FA
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