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United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the

Securities Exchange Act of 1934

For the month of

June 2016

Vale S.A.

Avenida das Américas, No. 700 — Bloco 8, Sala 218
22640-100 Rio de Janeiro, RJ, Brazil

(Address of principal executive office)

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

(Check One) Form 20-F  x  Form 40-F  o

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

(Check One) Yes  o  No  x

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

(Check One) Yes  o  No  x

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

(Check One) Yes  o  No  x

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

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1.1.         Statement and Identification of the Responsible Individual

The above-mentioned directors stated that:

a. They have reviewed the Reference Form;

b. All the information contained in the Reference Form complies with Instruction CVM No. 480, in particular with Articles 14 through 19;

c. All the information contained therein is an accurate, precise and complete representation of the economic and financial situation of the issuer and of the risks inherent to its activities and the securities issued by it.

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STATEMENT BY THE PRESIDENT

FOR PURPOSES OF ITEM 1.1 IN THE REFERENCE FORM

Murilo Pinto de Oliveira Ferreira, Brazilian, married, business administrator, bearer of ID card RG IFP/RJ 004.922.272-2, registered with the Taxpayers’ Registry of the Ministry of Finance under CPF/MF no. 212.466.706-82, resident and domiciled in the City and State of Rio de Janeiro, with business address at Avenida das Américas, no. 700, Bloco 8, Loja 318, 3rd floor, Barra da Tijuca, CEP 22640-100, in the City and State of Rio de Janeiro, as President of Vale S.A., joint-stock company, with registered office at in the city and state of Rio de Janeiro, at Avenida das Américas, no. 700 , Bloco 8, Loja 318, 3rd floor, Barra da Tijuca, CEP 22640-100, registered with the Taxpayers’ Registry of the Ministry of Finance under CNPJ/MF no. 33.592.510/0001-54 (“Company”), for purposes of item 1.1 in this Reference Form states that:

a. he has reviewed the Reference Form of the Company;

b. information in this Reference Form complies with the terms in the Instruction by Comissão de Valores Mobiliários no. 480, dated December 7, 2009, as amended specially to Articles 14 to 19; and

c. the information contained herein is a true, accurate, and comprehensive picture of the financial status of the Company and risks inherent to its activities and securities issued by the Company.

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STATEMENT BY THE EXECUTIVE OFFICER OF FINANCE AND INVESTORS RELATIONS

FOR PURPOSES OF ITEM 1.1 IN THE REFERENCE FORM

Luciano Siani Pires, Brazilian, married, mechanic engineer, bearer of ID card RG IFP/RJ 07.670.915-3, registered with the Taxpayers’ Registry of the Ministry of Finance under CPF/MF no. 013.907.897-56, resident and domiciled in the City and State of Rio de Janeiro, with business address at Avenida das Américas, no. 700, Bloco 8, Loja 318, 3rd floor, Barra da Tijuca, CEP 22640-100, in the City and State of Rio de Janeiro, as Executive Officer of Finance and Investor Relations of Vale S.A., joint-stock company, with registered office at in the City and State of Rio de Janeiro, at Avenida das Américas, no. 700 , Bloco 8, Loja 318, 3rd floor, Barra da Tijuca, CEP 22640-100, registered with the Taxpayers’ Registry of the Ministry of Finance under CNPJ/MF no. 33.592.510/0001-54 (“Company”), for purposes of item 1.1 in this Reference Form states that:

a. he has reviewed the Reference Form of the Company;

b. information in this Reference Form complies with the terms in the Instruction by Comissão de Valores Mobiliários no. 480, dated December 7, 2009, as amended specially to Articles 14 to 19; and

c. the information contained herein is a true, accurate, and comprehensive picture of the financial status of the Company and risks inherent to its activities and securities issued by the Company.

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2.1/2.2 Identification and remuneration of Auditors:

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2.3          Other relevant information

At the meeting of November 28, 2013, the Board of Directors of Vale approved hiring the company KPMG Auditores Independentes to provide auditing services for the Company’s financial statements for 3 (three) years starting in fiscal year 2014. Services started with the review of the 2014-second quarter information (ITRs).

The Company has specific internal procedures for pre-approval of engagements for their external auditors in order to avoid conflict of interest or loss of objectivity by its independent auditors.

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The Company’s policies regarding independent auditors and other services unrelated to external auditing are grounded in principles that safeguard their independence. In line with best corporate governance practices, all services provided by the independent auditors are pre-approved by the Supervisory Board, and the independent auditor provide us with an independence letter.

Additionally, the Company clarifies that there are no relevant transfers of services or resources between Company-related parties with the Company as defined in CVM deliberation no. 642/10 that approved CPC Technical Pronunciation 05(R1).

3.1          Consolidated Financial Information

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3.2          Non-Accounting measurements

a. Value of non-accounting measurements

The Company uses EBITDA and Adjusted EBITDA as a non-accounting measurement. In 2015, 2014, and 2013 , respectively, the EBITDA of the Company was established in the amount of R$ (14,849) million, R$ 27,680 million, and R$ 42,386 million, respectively, while the Adjusted EBITDA was established in the amount of R$ 23,654 million, R$ 31,134 million, and R$ 49,027 million, respectively.

b. Reconciliations between amounts reported and the values of audited financial statements

c. Why the Company believes that this measurement is more appropriate for a correct understanding of its financial situation and results of operations

EBITDA (LAJIDA) is a measure of the company’s cash generation, aiming to assist the assessment by the Administration of the performance of operations. The analysis of operating results through EBITDA (LAJIDA) has the benefit of canceling the effect of non-operating gains or losses generated by financial transactions or the effect of taxes.

We calculate the EBIDTA (LAJIDA) according to the terms set forth in CMV Instruction no. 527, from October 4, 2012 (“CVM Instruction 527”), as follows: the term’s net results, plus the taxes over the profit, of the net financial expenses, of financial revenues, and of depreciation, amortization, and exhaustion.

We also calculate the Adjusted EBITDA (LAJIDA) according to the EBITDA (LAJIDA) adding up to it dividends received from affiliates and joint ventures and excluding depreciation, depletion and amortization, reduction in the recoverable asset of values, burdensome contracts and results from calculations or sale of non-current assets. We

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understand that the Adjusted EBITDA (LAJIDA) has a more precise measure of cash generation in the Company, since it excludes non-recurring and non-cash effects.

The consolidated cash generation measured by EBITDA (LAJIDA) and Adjusted EBITDA (LAJIDA) is not a measure recognized by BR GAAP or IFRS and does not represent cash flow for the periods presented and therefore should not be considered as an alternative to net income (loss), as an isolated indicator of operating performance or as an alternative to cash flow or as a source of liquidity. The EBITDA (LAJIDA) definition used by Vale may not be comparable with EBITDA (LAJIDA) disclosed by other companies, should they not adopt the standard meaning for EBITDA (LAJIDA) determined by CVM Instruction 527.

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3.3          Events subsequent to the latest financial statements

The Company does not provide guidance in the form of quantitative predictions about its future financial performance. The Company seeks to disseminate as much information about its vision of the various markets where it operates, guidelines, and implementation strategies in order to provide investors in the capital markets a basis for the formation of expectations about its performance in the medium and long term.

The Company Consolidated Financial Statements for the year ended December 31, 2015 were issued on February 24, 2016.

The following events, subsequent to the Consolidated Financial Statements of the Company, under the terms in the rules in IAS 24, approved by CVMº 593/09, were observed:

·                  In January 2016, Vale reported that, in order to meet the provisions of its shareholder compensation policy and as a result of the mineral commodities volatility, the Executive Board had approved and submitted to the Administrative Board a proposal for a minimum compensation equal to zero for the year of 2016. When the scenario becomes better defined and if there is enough cash generation, the Administrative Board may decide to distribute compensation to the shareholders. For further information on the referred policy, see item 3.9 below.

·                  In January 2016, the Company withdrew US$ 3,000 million from its revolving credit lines. Vale International S.A. withdrew the sum of US$ 1,800 million and Vale S.A. withdrew US$ 1,200 million (R$ 4,686 million).

Such event shall lead to an increase in the Company’s debt in the amount of US$ 3,000 million in the 2016 fiscal year. The purpose of this measure was to increase the Company’s liquidity and cover potential cash flow short term needs. Part of the amount raised was used to cover funds employed to amortize bonds that matured in the first quarter of 2016. This strategy is consistent with the Company’s focus on managing its liquidity and reducing capital cost.

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3.4          Policy for allocation of results

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3.5                               Distributions of dividends and retention of net income.

01/01/2015 to 12/31/2015

01/01/2014 to 12/31/2014

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01/01/2013 to 12/31/2013

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3.6                               Statement of Dividends on account of retained earnings or reserves

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3.7       Debt

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3.8                               Obligations according to the nature and maturity date:

Note: Information in this item refers to the Company’s consolidated financial results.

The value shown in items 3.7 and 3.8 represents total of the obligations based on the addition of the outstanding and non-outstanding liabilities. Debts that lack collaterals or floating guarantees, whether or not they have personal guarantees, have been classified as unsecured obligations. Debts guaranteed with third party assets, as they do not encumber Company assets, were deemed as non-guaranteed debts and are classified as such.

The “Financing” filed refers mainly to Suppliers, amount to the paid to employees, taxes and provisions owed, among which are the retirement of assets and contingencies.

Additionally, due to system restriction, please note that the field “Loans”, corresponding to R$ 112.7 billion, on December 31, 2015 was made up of (i) debt bonds corresponding to R$ 60.4 billion, noting that said debt bonds were unsecured and, (ii) loans, corresponding to R$ 52.3 billion, noting that from the referred total loan amount, R$ 1.9 billion are relative to loans backed by guarantees and the remaining amount of R$ 50.4 billion are relative to unsecured guarantees.

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3.9                             Other information that the Company deems relevant

Additional Information on Financing Contracts

Part of the financial contracts entered by the Company, as well as the securities representing the circulating debt issued by the Company (for more information on such securities, see item 18.5 of this Reference Form) have clauses specifying advances maturity of pending amounts for the event of cross acceleration from other financial contract signed with the same party and/or other financial contracts.

Additional Information on Dividend Distribution

Vale calculated the net loss to be equal to R$ 44,212 million in the fiscal year ended on December 31, 2015, and said loss was absorbed pursuant to the terms of the sole paragraph of article 189 of Act # 6.404/1976. Therefore, dividend distribution was not approved in the Ordinary General Assembly that was held on April 25, 2016.

It should be pointed out that dividends and interest on capital distributed by the Company according to item 3.6 above were distributed based on accrued profit reserves approved in the social accounting relative to fiscal year 2014. Taking into consideration said reserves, the Administrative Board in meeting held on (a) April 14, 2015, approves the payment, starting on April 30, 2015, of the first payment of minimum compensation to Vale shareholders relative to 2015, in the total gross amount of R$ 3,101,100,000.00, as interest on capital, corresponding to the total gross amount of R$ 0,601760991 per current, ordinary or preferential share issued by Vale, and this amount was subject to withholding tax; (b) on October 15, 2015, the payment, starting on October 30, 2015, of the second payment of shareholders’ compensation relative to 2015, as dividends, in the total gross amount of R$ 1,925,350,000.00, corresponding to the amount of R$ 0.3736095333 per current, ordinary or preferential share issued by Vale.

Additionally, the Company clarifies that the shareholder compensation policy was amended in the Extraordinary and Ordinary General Assembly help on April 25, 2016. According to the policy provisions approves:

·                  Shareholder compensation shall fall under the Administrative Board’s discretion. The Board shall deliberate on the amount to be distributed based on the Company’s business context and taking into consideration, among other factors, leverage levels and the Company’s future cash commitments.

·                  Shareholder compensation shall fall under the Administrative Board’s discretion, and said Board shall deliberate on payment in two occasions. The first payment (initial payment) shall be analyzed and, if applicable, shall be paid in the month of October of the current year, and the second payment (complementary payment) shall be analyzed and, if applicable, shall be paid in the month of April of the following year. The amount of the first payment shall be determined based on the results the Company accrued in the period and on the estimated free cash flow generation for the following year. The second payment shall be determined after the fiscal year results are calculated.

·                  Proposal of the first payment of shareholders’ compensation shall be submitted by the Executive Board for deliberation by the Administrative Board in the month of October of each year, and it shall be disclosed to the market as soon as it is approved. The second payment of shareholders’ compensation shall be part of the net profit disposition of the fiscal year, and it shall be submitted by the Executive Board to the Administrative Board within the first quarter of the following year. The amount relative to the second payment shall be disclosed to the market after it is approved by the Administrative Board, and its payment shall be contingent on approval in Ordinary General Assembly.

·                  The amount of the first payment of shareholders’ compensation shall be expressed in American dollars, and payment shall be made as dividends and / or interest on capital. The amount determined as payment shall be paid in national currency, and the conversion of the amount proposed in American dollars to Reais shall be made based on the sale exchange rate of the American dollar (Ptax-option 5), published by the Brazilian Central Bank (BACEN) on the business day preceding the Administrative Board’s meeting that deliberated on the statement and respective payment of shareholder compensation. The amount of the second payment shall be expressed and paid in Reais, and payment may be made in dividends and / or interest on capital. The amount equivalent to American dollars shall be calculated based on the purchase exchange rate of the American dollar (Ptax-option 5), published by the Brazilian Central Bank (BACEN) on the business day preceding the payment.

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·                  During the year, the Executive Board may present a proposal to the Administrative Board, grounded in the analysis of the evolution of the Company’s cash flow and on the availability of profits or reserves of existing profit, for the distribution of additional compensation to the amounts paid in October and April.

4.1 - Description of risk factors

(a) Risks relating to the Company

The Company may not be able to adjust the volume of production in time or cost-effectively in response to changes in demand.

Underuse of Company capacity in periods of low demand may expose the Company to higher production cost per unit since a significant part of its cost structure is fixed in the short term. Thus, any reduction in volume entails a lower dilution of these fixed costs, with a resulting impact on the unit cost of production. Additionally, efforts to reduce costs during periods of low demand may be limited by labor legislation or previous labor or government agreements.

On the other hand, in periods of high demand, Vale’s capacity to rapidly increase production is limited, which may make it impossible to meet the demand for its products. Moreover, the Company may be unable to complete expansions and new Greenfield projects in time to take advantage of the increasing demand for iron ore, nickel and other products. When demand exceeds its production capacity, the Company may meet excess demand by purchasing iron ore, iron ore pellets or nickel from its joint ventures or third parties and resell them, which would increase its costs and reduce its operating margins. If it is unable to meet its customers’ increased demand this way, Vale could lose customers. In addition, operating close to full installed capacity may expose the Company to higher costs, including demurrage fees due to capacity limitations in its logistics systems.

Lower cash flows, resulting from Company products’ price fall, may adversely affect the Company’s credit ratings as well as the cost and availability of funding.

A continued drop in the price of Company’ products plus the volatility of the global economy may negatively affect the Company’s future cash flows, credit ratings and its ability to secure financing at attractive rates. Price reductions resulted in lower cash flows, which also negatively affected the credit rating and Vale’s financial ability to access capital markets. This may negatively impact the Company’s ability to finance its capital investments, pay dividends, and meet covenants listed in some of its long-term debt instruments.

Furthermore, certain Canadian provinces where the Company operates require the provision of financial guarantees by Vale, such as letters of credit, surety or guarantee insurance to cover certain closing costs and recovery after the completion of operations. The Company may be forced to increase the value of these financial guarantees if its credit rating is downgraded to below certain levels. If Vale is unable to provide these financial guarantees, it will have to negotiate other options with the competent jurisdictions and, in the latter case, this could impact the Company’s ability to operate in such jurisdictions.

The Company is involved in legal proceedings that may have a substantial negative effect on its businesses is outcomes are unfavorable.

The company is involved in legal proceedings in which the Appellees claim substantial amounts. Such legal procedures include lawsuits and several investigations associated with the collapse of the Fundão tailings dam, owned by Samarco. Although the Company is vigorously contesting these proceedings, outcomes are uncertain and may result in obligations that could rather substantially negatively affect its

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business and the value of its shares. For information on these proceedings, see items 4.3 to 4.7 below.

The Company’s projects are subject to risks that may result in increased costs or delay in their implementation.

The Company is investing to maintain and increase its production and logistics capacity, as well as to expand the portfolio of minerals produced. Vale regularly analyses the economic viability of its projects. As a result of this analysis, the Company may decide to postpone, stay, or interrupt the implementation of some of them. Its projects are subject to various risks that may adversely affect its growth and profitability prospects, including:

There may have been delays or costs may be higher than expected in order to obtain the necessary equipment or services and to implement new technologies to build and operate a project.

Its efforts to develop projects according to the schedule may be hampered by the lack of infrastructure, including reliable telecommunication services and power supply.

Suppliers and other corporate contractors may not comply with their contractual obligations to the Company.

The Company may experience unexpected weather conditions or other force majeure events.

The Company may fail to obtain the required permits, authorizations, and licenses for a project, or it may experience delays or have higher than expected costs to obtain them.

Changes in market conditions or legislation may make the project less profitable than expected at the time its operation begins.

There may be accidents or incidents during project implementation.

It may be difficult to find appropriate skilled professionals.

Operational problems may negatively and significantly affect the Company’s business and financial performance.

An inefficient project management and operational incidents may lead to the suspension or reduction of the Company’s operations, causing an overall decrease of productivity. Operational incidents may result in important failures in essential plant and machinery. There are no guarantees that project management will be efficient or that other operational problems will not occur. Any damage to the Company’s projects or delays in its operations caused by inefficient project management or operational incidents may negatively and significantly affect its business and operating results.

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The Company’s business is subject to various operational risks that can adversely affect the results of its operations, such as:

Unexpected weather conditions or other force majeure events may occur.

Adverse mining conditions may delay or hinder its ability to produce the expected amount of minerals and to meet the specifications required by customers, which may lead to price reductions.

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There may be accidents or incidents during the business operations, involving its mines, and related infrastructure, such as dams, plants, railways, ports and vessels.

Delays or disruptions in the transportation of its products, including railways, ports and vessels.

Some of its projects are located in regions where tropical diseases, AIDS and other communicable diseases represent a major public health issue and pose risks to the health and safety of its employees.

Labor disputes may disrupt its operations from time to time.

Changes in the market or legislation may affect the economic perspectives of an operation making it incompatible with the Company’s business strategy.

Interruptions or unavailability of information technology systems or essential services, which may result from accidents or irregular acts.

The Company’s business may be negatively affected if its counterparties fail to meet their obligations.

Customers, suppliers, corporate contractors, financial institutions, and other counterparties may not perform the contracts and obligations assumed before the Company, which may have an adverse impact on the Company’s operations and financial results. The ability of its suppliers and customers to meet their obligations may be adversely affected in times of financial stress or economic recession..

The Company currently operates and has projects related to significant parts of its iron ore, pelletizing, bauxite, nickel, coal, copper, fertilizers and steel businesses through joint ventures. Important parts of its investments and projects in electric power are operated through consortia or joint ventures. Its forecasts and plans for these joint ventures and consortia assume that its partners will observe their obligations to make capital contributions, purchase products, management, and, in some cases, provide skilled and competent personnel. If any of its partners fails to observe its commitments, the affected joint venture or consortium may not be able to operate in accordance with its business plans, or the Company may have to increase the level of its investment to implement these plans.

Some of the Company investments can be controlled by partners in joint ventures or they may be managed by a separate and independent management company. These investments may not comply fully with Company procedures, including health, safety, environment, and common rules. Failure to adopt any adequate rules, controls or procedures, by any of the Company partners or joint ventures, may increase costs, reduce production or cause environmental, health or security incidents or accidents, which could adversely affect Company results and reputation.

The Company may not have an adequate insurance coverage for certain business risks.

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The Company’s businesses are generally subject to numerous risks and uncertainties that could result in damage or destruction of properties, facilities and equipment. Vale’s insurance against risks that are typical in such business may not provide adequate coverage. Risk insurance (including liability for pollution or certain environmental damages or interruptions of certain business activities) may not be

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available at a reasonable cost or at all. Even when it is available, the Company can self-insure by determining that this will have better cost-benefit. As a result, accidents and other negative events involving its mining, production or logistics facilities may have an adverse effect on its operations.

The Company reserve estimates may materially differ from the mineral quantities that it may be able to actually recover; its estimates of mine life may prove inaccurate; and market price fluctuations and changes in operating and capital costs may render certain ore reserves uneconomical to mine.

Company reported reserves correspond to estimated quantities the Company determines to be economically possible to be mined and processed under present and anticipated conditions to extract their mineral content. There are numerous uncertainties inherent in estimating quantities of reserves and in projecting potential future rates of mineral production, including factors beyond Company control. Reserve reporting involves estimating deposits of minerals that cannot be measured in an exact manner, and the accuracy of any reserve estimate is based on the quality of available data and engineering and geological interpretation and judgment. Thus, no assurance can be given that the amount of ore indicated in those reports will be effectively recovered or that it will be recovered at the rates anticipated by the Company. Reserve estimates and estimates of mine life may require revisions based on actual production experience, projects, and other factors. For example, the lower market prices of minerals and metals reduced recovery rates or increased operating and capital costs due to inflation, exchange rates, changes in current regulations or other factors may render proven and probable reserves uneconomical to exploit and may ultimately result in a restatement of reserves. This reformulation can affect the rates of depreciation and amortization and cause a negative impact on the Company’s financial performance.

The Company may not be able to replenish its reserves, which could adversely affect its mining prospects.

The Company is engaged in mineral exploration, which is highly uncertain in nature, involves several risks and is many times non-productive. Its exploration programs, which involve significant capital expenditures, may fail to result in the expansion or replenishment of reserves depleted by current production. If the Company fails to develop new reserves, it will not be able to sustain its current level of production beyond the remaining lives of its existing mines.

The feasibility of a new mining project may change over time

Once mineral deposits are discovered, it can take a number of years from the initial phases of drilling until production is possible, during which the economic feasibility of production may change. Substantial time and expenditures are required to:

Determine mineral reserves through drilling;

Determine appropriate mining and metallurgical processes for optimizing the recovery of metal contained in ore;

Obtain environmental and other required licenses;

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Construct the necessary mining and processing facilities and infrastructure required for the development of new projects (greenfield); and

Obtain the ore and extract the minerals from the ore.

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If a project proves not to be economically feasible by the time the Company is able to explore it, the Company may sustain significant losses, and eventually be compelled to reduce such assets. In addition, potential changes or complications involving metallurgical and other technological processes arising during the life of a project may result in delays cost overruns that may render the project not economically feasible.

The Company faces rising extraction costs or investment requirements over time as mineral reserves deplete.

Mineral reserves are progressively reduced in the ordinary course of a mining operation, whether open or underground. As mining progresses, distances to the plant and to waste deposits become longer, pits become steeper, open mines become underground mines, and underground operations become deeper. Additionally, for some types of reserves, the mining content is reduced and hardness increases in greater depths. As a result, over time, the Company usually experiences increase in ore extraction in its operations, or it may be required to make additional investments, including adjustment or construction of processing plants and expansion or construction of disposal barriers, it is likely that the Company needs to increase extraction costs per unit in these operations in the future.

Legal and administrative disputes may affect or disrupt the Company’s operations from time to time.

The Company has a substantial number of employees and some subcontractors’ employees are represented by unions and are subject to collective bargaining agreements or other labor agreements that are subject to periodic negotiation.

Additionally, the Company is subject to periodical and regular investigations by the Ministry of Labor and Employment and the Labor Prosecution Office aiming compliance with labor rules, including those related to labor health and security. These investigations may cause fines and processes that could adversely and materially affect the businesses, the results and financial conditions of the Company.

Strikes and other labor disruptions in any of the Company’s activities could adversely affect the operation of its facilities, the completion period and the cost of main projects. For more information on labor relations, see item 14 of this Reference Form. Moreover, we may be adversely affected by work stoppages involving third parties that may provide goods or services to the Company.

Higher costs with energy or energy shortages may adversely affect the Company’s business.

Energy costs (fuel oil, natural gas, and electricity) are a significant component of the Company’s production cost, representing 9.1% of the total cost of goods sold in 2015. To meet its energy demand, the Company depends on the following resources: Oil byproducts (accounting for 43% of all energy needs in 2015, electricity (26%), natural gas (16%), coal (13%), and other sources of energy (2%),

Expenses with electricity accounted for 2.48% of its total cost of goods sold in 2015. If the Company cannot ensure access to electricity at affordable prices, it may be forced to reduce production or may experience higher production costs, both of which can adversely affect its operating results. The Company faces the risk of energy shortages in countries where it

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has operations and projects, especially in Brazil, due to a lack of infrastructure or adverse weather conditions such as floods or droughts.

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Future shortages and government efforts to respond to or prevent electricity shortages may have a negative impact on the cost or supply of electricity to the Company’s operations.

Failures on Company information technology systems or difficulties in the integration of new corporate resources planning software may affect regular businesses of the Company.

The Company counts on information technology systems (“IT) for the operation of many of its business processes. Failures to such IT systems may, whether caused by accident or ill-intended acts, may cause disclosure or robbery of sensitive information, resource deviation and interruption to commercial operations.

Company’s governance processes and compliance with its obligations may fail to avoid regulatory fines and damages to its reputation.

The Company operates in a global environment and its activities extend across multiple jurisdictions and complex regulatory structures with an increase in its legal obligations around the world. Its governance process and compliance with obligations, which include the identification and mitigation of risks through internal controls focused in the information published in their own financial reports, may not be able to avoid future violations of the law and accounting and governance standards. The Company may be subject to violations of its Code of Ethics and Conduct, anticorruption policies, business conduct protocols and fraudulent and dishonest behavior by its employees, contractors and other agents. Failure by the Company to comply with applicable laws and other rules can result in fines, loss of operating licenses and damages to its reputation.

Investors may find it difficult to comply with any judgment rendered outside Brazil against the Company or any of its affiliates.

Company investors can be located in jurisdictions outside Brazil and may file claims against the Company or management members with courts within their jurisdictions. The company is a Brazilian company and nearly all of its executive officers and members of the Board of Directors are Brazilian residents. Most of Company’s assets and the assets of its executive officers and members of the Board of Directors will be probably located in jurisdictions other than the jurisdictions of its investors. The investors, in their jurisdictions, may not be able to serve notices against the Company or its manager’s resident outside their jurisdictions. Additionally, a foreign decision may be enforced in Brazilian courts, without a new analysis on merits provided that it is previously confirmed by the Brazilian Superior Court of Justice, which confirmation will be granted as long as such judgment: (a) meets all the formal requirements to be enforced pursuant to the legislation in force in the country where it was rendered; (b) has been rendered by a competent court after due process against the company, pursuant to the legislation in force; (c) has been authenticated by the Brazilian consulate in the country where it was rendered and is accompanied by a sworn translation into Portuguese; and (d) is not contrary to the sovereignty of Brazil, its public policy or morality. Therefore, investors may not obtain favorable decisions outside their jurisdictions in judicial processes filed against the Company or its managers passed by courts in their jurisdictions with decisions on the basis of the legislation in force in those jurisdictions.

(b) Risks relating to Company’s controlling shareholder or parent group and (c) Risks related to Company shareholders.

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The Company’s controlling shareholder exerts significant influence over Vale and the Brazilian government holds certain veto rights.

On February 29, 2016, Valepar S.A. (“Valepar”) held 53.9% of the common shares and 33.7% of the Company’s total capital. Because of its stock ownership, Valepar may elect the majority of members of the Board of Directors and can control the outcome of some actions requiring shareholder approval. For a description of the Company’s ownership structure and of Valepar shareholders’ agreement, see item 15 of this Reference Form.

The Brazilian government owns 12 special class preferred shares (golden shares) of Vale, granting limited veto power over certain matters regarding the Company, such as changes of corporate name, location of main office and corporate purpose related to mining exploration. For a detailed description on the veto power of golden shares, see item 18.1 in the Reference Form.

(d) Risks relating to Company’s subsidiary companies.

For further information on the risks relating to the companies in which the Company invests, see the section Risk Factors described in item (a) above: “The Company’s business may be negatively affected if the counterparts fail to meet their obligations”.

(e) Risks relating to Company suppliers

For further information about risks relating to Company suppliers, please see Risk Factors described in item (a) above:  “The Company face shortages of equipment, services and skilled personnel”. The higher energy cost or lack of energy could adversely affect Company business” and “The Company’s business may be negatively affected if the counterparts do not meet their obligation”.

(f) Risks relating to Company customers

Company business could be adversely affected by demand and price reduction for products manufactured by its customers, including steel (for iron ore and coal operations), stainless steel (for nickel operations), copper wire (for copper operations) and agricultural commodities (for fertilizer operations).

The demand for iron ore, metallurgical coal and nickel depends on global demand for steel. Iron ore and pellets, which together accounted for 62% of Company net operating revenues in 2015 are used in the production of carbon steel. Base metals, which accounted for 18% of Company net operating revenues in 2015 are mainly used to produce stainless and alloy steels. Demand for steel depends heavily on global economic conditions as well as on a series of regional and sectorial factors. The prices of the different types of steel and the performance of the global steel industry are highly cyclical and volatile and these business cycles in the steel industry affect the demand for and the prices of its products. Besides, the vertical integration of the steel and stainless steel industry and the use of scrap could reduce the global transoceanic trade of iron ore and primary nickel. The demand for copper is affected by the demand for copper wire and a

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sustained decline in the demand in the construction industry could have an adverse impact on Company copper businesses. The demand for fertilizer is affected by agricultural commodities’ prices in the international and domestic markets, and a sustained decline in the price of one or more agricultural commodities may cause an adverse impact on the Company’s fertilizer business.

For further information about risks relating to Company clients, please see Risk Factors described in item (a) above: and “The Company’s business may be negatively affected if the counterparts do not meet their obligation”.

(g) Risks relating to the fields of economy in which the Company operates

The mining sector is highly exposed to the cyclicality of global economic activities and requires significant capital investments.

The mining sector is primarily a supplier of industrial raw material. Industrial production tends to be the most cyclical and volatile component of global economic activities, affecting the demand for minerals and metals. At the same time, investment in mining requires a substantial amount of resources, in order to replenish and maintain the reserves, expand the production capacity, build infrastructure and preserve the environment. The sensitivity to the industrial production, along with the need for significant long-term capital investments, are important sources of risks to the financial performance and growth prospects of Vale.

Economic developments in China may cause a negative impact on the Company’s revenue, cash flow and profitability.

China has been the main driver of global demand for minerals and metals in recent years. In 2015, Chinese demand represented 69% of global transoceanic demand for iron ore, 51% of global demand for nickel, and 46% of the global demand for copper. The percentage of the Company’s net operating revenues attributable to sales to consumers in China was 36% in 2015. Therefore, any contraction in China’s economic growth may result in reduction on the demand for products, leading to lower revenues, cash flow and profitability. Poor performance of the Chinese real estate sector, the highest consumer of carbon steel in China, may have a negative impact on the Company’s results.

(h) Risks relating to the regulation of the sectors in which the Company operates

Regulatory, political, economic and social conditions in the countries in which the Company has operations or projects could adversely affect its business and the market prices of its securities.

Vale’s financial performance may be negatively affected by regulatory, political, economic and social conditions in the countries where the Company has significant operation. In many of these locations, Vale is open to risks, such as potential renegotiations, annulments or changes imposed by existing contracts and licenses, property expropriation or nationalization, currency exchange, changes in legislation, local regulations and policies, political instability, bribery, extortion, corruption, civil war, acts of war, guerrilla activities, piracy in international transportation routes, and terrorism.

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The Company also faces the risk of having to submit to foreign jurisdiction or arbitration or to be forced to execute a court order against a sovereign nation within its own territory.

Actual or potential political or social changes and changes in economic policy may undermine investors’ confidence which could hamper investments and therefore reduce still negatively affect economic and other conditions under which the Company operates, so as to adversely affect its business.

Disagreements with local communities where the Company operates may have a negative impact on its business and reputation.

Legal disputes with communities where the Company operates may appear. In some cases, the Company’s operations and mineral reserves are located on lands or near lands owned or used by indigenous or people, or other groups of stakeholders. Some of these indigenous populations may have rights to review or participate in the management of natural resources.

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Some Company mining operations and other operations are located in territories where property may be subject to disputes or uncertainties, or in areas destined to be used for agriculture, traditional collection, or for purposes of agrarian reform, which may cause disputes with land owners, communities and local government. The Company may be required to consult with these groups and negotiate them as part of the process to obtain the required mining licenses, to minimize the impact on its operations or to obtain access to its lands.

Disagreements or disputes with local groups, including indigenous, may cause delays or interruptions in operations, adversely affect the Company’s reputation or hinder its ability to work in mineral reserves and conduct its operations. Protesters have acted in the past to disrupt Company operations and projects and may continue to do so in future, which may harm Company operations and negatively affect its business. Because the Company is one of Samarco’s shareholders, its reputation, particularly in the communities affected by the collapse of Samarco’s tailings dam in 2015, was negatively affected. For further information on the collapse of Samarco’s dam, please see items 4, 7.9, and 10.1 of this Reference Form.

The Company may experience adverse effects of changes in government policies or trends such as the nationalization of funds, including the imposition of new taxes or royalties on mining activities.

Mining is subject to government regulation in the form of specific taxes, fees and other contributions, as royalties on mining activities, which can have a significant impact on Company operations. In the countries where the Company operates, governments may impose existing taxes, fees or different contributions, or increase the existing rates for taxes, fees and different contributions, including royalties, reduce fiscal exemptions and benefits, solicit, or yet, compel renegotiation of fiscal stabilization agreements or, also, modify the basis on which they are calculated, in a manner unfavorable to the Company. Governments that have undertaken to create a stable tax and regulatory environment may shorten the duration of these commitments.

It is also possible that the Company must comply with internal benefit requirements in some countries, such as processing rules, import taxes, or restrictions, or fees on transformed ore, in all cases, at the operation site. Imposition or increase of such taxes or fees may significantly increase the risk profile and operational cost in these locations. The Company and the mining industry are subject to an increased nationalization trend related to mineral resources in certain countries where it operates, which may cause reductions in operations, tax increases or even expropriation and nationalization.

Concessions, authorizations, licenses and permits are subject to expiration, restriction or renewal and to various other risks and uncertainties.

Vale’s operations depend on the granting of authorization and concessions by regulatory organizations from the government of countries where Vale works. The Company is subject to the laws and regulations of several jurisdictions, which can change at a moment’s notice. Such changes may require changes in Vale’s technologies and operations, resulting in unexpected capital expenses.

Some of Vale’s mining concessions are subject to fixed expiration dates and can only be renewed for a limited number of times, and for limited periods. In addition to mining concessions, Company may obtain various authorizations, licenses, and permits from government and regulatory agencies regarding the planning, maintenance, operation, and closure of the Company’s mines, and its logistics infrastructure, which may be subject to fixed due dates or regular reviews or renewals.

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Although the Company expects renewals to be granted when and as requested, there is no guarantee that such renewals will be granted as usual, as well as there is no guarantee that new conditions will not be imposed in this regard. Fees due by mining concessions may substantially increase over time in comparison with the original issuance of each operating license. If that is the case, the cost to obtain or renew mining concessions may prevent the Company from reaching its business’ goals. Thus, it is necessary to continually assess the mineral potential of each mining concession, especially at the time of renewal, in order to determine if maintenance costs of mining concessions are justified by the expected results of future operations, and thus be able choose whether to keep them. There are no guarantees that such concessions will be granted under terms favorable to the Company, as well as there are no guarantees as to estimate future mining activities or operation goals.

In many jurisdictions where the Company has exploration projects, it may be required to return to the Government a certain portion of the area covered by the operating license as a condition for renewing license or obtaining a mining concession. This retrocession obligation may lead to a substantial loss of part of the mineral deposit originally identified in its feasibility studies. For more information on mining concessions and similar rights, see “Mining Activities Regulation” in item 7 of this Reference Form.

After the collapse of the tailings dam belonging to Samarco (Fundão) in the State of Minas Gerais, the Brazilian authorities have suspended Samarco’s operations in Minas Gerais in addition to taking other measures. For further information on the collapse of the Samarco dam, see items 4, 7.9, and 10.1 of this Reference Form.

(i) Risks relating to Company’s ADSs and HDSs (American Depositary Shares and Hong Kong Depositary Shares)

If holders of ADSs or HDSs exchange the ADSs or HDSs, respectively, for underlying shares relative to them, they risk losing the ability to remit abroad funds corresponding to the sale in foreign currency.

The custodian of shares referenced in the Company’s ADSs and HDSs keeps records with the Central Bank of Brazil, entitling him to remit U.S. Dollars abroad by way of payment of dividends and other distributions relating to the shares referenced in ADSs and HDSs or to the disposal of the referenced shares. In the event holders of ADSs or HDRs exchange ADSs or HDSs for the shares, they shall be entitled to use the custodian’s records of US dollars for only five days from the date of exchange. Upon said term, holders of ADSs or HDRs can no longer hold and remit foreign currency abroad through the sale of underlying shares or distributions regarding such shares, unless they obtain their own registration, pursuant to the terms of applicable legislation, which confers on registered foreign investors the right to buy and sell securities at BMF&BOVESPA. If holders of ADSs or HDRs try to obtain a registration, they may incur expenses or suffer delays in the registration process, which may delay the receipt of dividends and other distributions with respect to the shares or capital return in a timely manner.

The Company is unable to assure holders of ADS or HDR that their custodian registration or any registration will not be affected by future changes to the legislation or additional restrictions applicable to holders of ADS or HDR, the disposal of the referenced shares or the repatriation of resources obtained through disposal will not be taxed in the future.

Holders of ADS and HDR may not be able to exercise their pre-emptive rights relating to shares referenced in their ADSs and HDSs.

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ADS and HDR may not be able to exercise their preemptive rights or other rights relating to the referenced shares. The ability of HDR and ADS holders to exercise their preemptive rights is not guaranteed, especially if the law applicable in holders’ jurisdiction (for example, the Securities Act in the United States or the Companies Ordinance in Hong Kong) demands that a registration declaration be effective or that an exemption from registration be available relating to those rights, as is the case in the United States, or for any document enabling preemptive rights to be registered as a prospectus, as is the case in Hong Kong. The Company is not bound to make a registration statement in the United States, or make any other record with respect to preemptive rights in any other jurisdiction, or to take measures that may be necessary to grant exemptions from available registration and it cannot ensure to holders that it shall make any registration statement or take such measures.

ADS and HDR holders may encounter difficulties to exercise their voting rights.

Holders of ADS or HDR do not have the same rights as shareholders. They only hold contract rights established in their favor under their respective deposit contracts. ADS and HDR holders are not entitled to take part in shareholders meetings and may vote by means of providing due instructions to the depositary. In fact, the ability of an ADS and HDR holder to instruct the depositary on how to vote will depend on the term and procedures to provide instruction directly to the depositary or through a holder custody and liquidation system. With respect to ADSs, if no instruction is received, the depositary may, subject to certain limitations, appoint an attorney designated by the Company.

Legal protections for holders of Company securities differ from one jurisdiction to another and may be inconsistent, unknown or less effective than investors’ expectations.

Vale is a global company whose securities are listed on many markets and which investors are located in many different countries. Investors’ legal protection systems vary across the world, sometimes in relation to important aspects, and investors must be aware that, as far as the Company’s securities are concerned, the protections and remedies available to them may be different from those they are used to in their markets. The company is subject to securities laws applicable in several countries, which provisions and monitoring and enforcement practices are different. The only Corporations Act applicable to the Company is the Brazilian equity companies’ law, with specific and substantial legal rules and procedures. The Company is also subject to corporate governance standards in various jurisdictions in which its securities are listed, but, as a foreign private issuer, the Company is not obliged to follow many of the corporate governance rules which apply to domestic issuers in the United States with securities listed on the New York Stock Exchange and is not subject to U.S. proxy voting rules. Likewise, the Company has been granted waivers and exemptions regarding certain requirements provided for in the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (HKEx Listing Rules), in the Code of Mergers and Acquisitions and Share Repurchases and in the Securities and Futures Ordinance of Hong Kong, which are generally applicable to issuers listed in Hong Kong.

Risks related to environmental issues

The collapse of Samarco Mineração S.A. (“Samarco”)’s tailings dam in Minas Gerais may adversely affect the Company’s business.

On November 5, 2015, one of Samarco’s tailings dam (Fundão) burst, releasing mud and waste, which flooded and affected several communities causing environmental damages surrounding areas and communities. Consequently, Mina Alegria, owned by Vale and located in near said dam, began operating only with dry processing and short of its

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capacity/productivity, because the conveyor belt that connects the mine to Fábrica Nova at the Timbopeba plant was damaged, reducing the production of the Alegria complex, in the municipality of Mariana, in the State of Minas Gerais. Moreover, the sale of run-of-mine minerals (ROM) from the Fazendão mine to Samarco’s mine was disrupted due to the event. The Company continues explore alternatives for these mines. However, if it can’t find suitable alternatives, there could be a negative impact on its overall production.

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The Company’s obligations under the agreement signed as the result of the Samarco dam collapse may substantially impact the Company’s financial situation.

Samarco and its shareholders, Vale and BHPB Ltda Brazil. (“BHPH”), a Brazilian subsidiary of BHP Billiton plc (“BHP Billiton”), signed an agreement on March 2, 2016 with government agencies, including the Federal Government and two Brazilian States that were affected by the dam’s collapse (Espírito Santo and Minas Gerais).  The agreement provides that Samarco, Vale and BHPB will create a foundation to develop and implement remedial and compensatory programs involving substantial amounts over many years. For more information, please see the item 4.7 below.

Currently, Samarco is suspended from performing mining and processing activities. Samarco’s administration is developing a plan that will allow it to resume operations, but possibility, time and scope of said resumption remain uncertain. If the Samarco does not comply with its obligations to contribute resources to the Foundation, Vale and the BHPB are obliged to allocate resources to the Foundation, in proportion to their respective shareholdings to 50% in Samarco. If Samarco eventually cannot resume operations or if it does not comply with the contribution obligations provided for in the agreement, the Company will be required to make such contributions and, therefore, any provision are likely to be acknowledged in its financial statements.

The Company’s business is subject to environmental, health and safety incidents.

The company’s operations involve the handling, storage, disposal and deposition of hazardous substances to the environment and the use of natural resources.   The mining sector is usually subject to significant hazards and risks, including risks of fire, explosions, toxic gas leaks, spill of polluting substances or other dangerous materials, incidents with sliding rocks and slopes in the mining operations and incidents involving equipment or mobile machinery. Such situations can occur by accident or by violation of operating and maintenance standards, resulting in significant environmental impacts, including damages or destruction of mineral assets or production facilities, injuries or death to people, damages to the environment, delays in production, financial losses to the company and third parties, and possible legal liability. Notwithstanding Vale’s rules, policies and controls, operations remain subject to incidents or accidents that may adversely affect the business and/or the reputation of the Company.

The Company’s businesses may be affected by environmental, health and safety regulations, including regulations pertaining to climate change.

Almost every aspect of the Company’s activities, products, and services and projects worldwide are subject to environmental, health and safety regulations, which may expose the Company to increased liability or costs. Such regulations require that the company to obtain environmental licenses, permits and authorizations for its operations, and to conduct assessments on their environmental and social impact, in addition to defining social and environmental programs and mitigation of impact programs to obtain approval of their projects with the issuing of due permission to begin the prospection, implementation and operation of their developments. Significant updates in existing operations may also be subject to new regulations requirements. The complexity of licensing process can lead to delays in the installation of the projects, to cost increases and it may adversely impact the Company’s production volumes. Social, environmental , health and safety regulation also imposed standards and control on mining research, mining, pelletizing, rail and maritime services, ports, and maritime transport, ports, decommissioning, refining, distribution and trading of their products. These regulations may entail considerable costs and responsibilities.

Furthermore, communities and other stakeholders may increase their demands for environmental practices and more sustainable social responsibility , which may involve the creation or revision of government regulations and policies, therefore leading to a significant increase in Company’s costs with consequent impact on profitability. Disputes related to these and other issues may negatively affect the Company’s financial situation or harm its reputation.

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It is worth noting as an example that, in Brazil, according to the Resolution from the National Council on the Environment (“CONAMA”) No. 237/97, the maximum term for environmental licenses is 5 (five) years for previous license, 6 (six) years for installation license, and 10 (ten) years for operations license.

Environmental, health and safety regulation, in many of the countries where Vale operates, has become more strict in recent years, and it is possible that the greater degree of regulation or more severe enforcement than the existing ones may negatively affect the Company through the imposition of restrictions on Company activities and products, by creating new requirements for the issuing or renewal of environmental licenses, by increasing costs or forcing the Company to engage in costly efforts to recovery certain areas. For example, changes in Brazilian legislation for protection of natural underground chambers forced the Company to conduct extensive technical studies and negotiate compensatory measures with Brazilian environmental regulators in order to continue to operate in certain places. It is possible that in some iron ore mining operations or projects there might arise the obligation to limit or change the mining activities, incurring additional costs to preserve natural underground chambers or to offset the activities impact on them, and the consequences may be relevant to production volumes, costs or reserves in the Company’s iron ore business. For further details on Brazilian environmental regulations regarding chambers, please see the item 7 of this Reference Form.

In response to the collapse of the Samarco’s tailings dam in the State of Minas Gerais, additional environmental, health, and safety rules and regulations and standards and additional may arise in Brazil and the authorities may impose stricter requirements to the project licensing process and Company operations. In addition, the Company may face delays in receiving operational licenses for other tailings dams.

National policies and international regulations on climate change may affect several of the Company’s businesses in different countries since the company operates worldwide. For example, there are laws in many countries where the Company operates that limit greenhouse gas emissions in the mining industry. There is more pressure from international agencies to set a global carbon price and for companies and Governments to adopt strategies for set carbon pricing, which can adversely affect the coal business.

Additionally, regulatory initiatives at the national and international levels that affect transportation practices could increase the Company’s costs or compel the Company to make new investments.

Natural disasters can cause serious damages to the company’s operations and projects in countries where it operates and/or they may have a negative impact on its sales to countries adversely affected by such disasters.

Natural disasters, such as windstorms, droughts, floods, earthquakes, and tsunamis may negatively affect the Company’s operations and projects in the countries where it operates, and they may generate a drop in sales to affected countries in negative ways, among other factors, through power failure and the destruction of facilities and industrial infrastructure.  In addition, although the physical impact of climate change on the Company’s businesses remain highly uncertain, the Company may experience changes in precipitation patterns, water shortages, rising sea levels, more intense storms, and flooding as a result of climate change, which could adversely affect its operations. In a few specific occasions in recent years, the Company had found that force majeure events have occurred due to the effect of rigorous weather on the Company’s mining and logistics activities.

4.2 — Description of the main market risks

Brazil’s political and economic instability could affect the Company’s business and the market price of the Company’s securities.

The economic policies of Brazilian Federal Government may have major effects on Brazilian companies, including Vale, as well as on market conditions and the prices of Brazilian securities.  The Company’s financial status and operations’ results

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could be negatively affected by the following factors and by the reaction of the Federal Government to the following factors:

currency exchange rate fluctuation and volatility;

inflation and high interest rates;

current accounts deficit financing;

liquidity of the domestic capital and loan markets;

tax policy;

political instability resulting from allegations of corruption involving political parties, elected officials or other public officials; and,

other political, diplomatic, social and economic events taking place in Brazil or that affect Brazil.

Historically, the political situation in the Country has influenced the performance of the Brazilian economy and political crises have affected the confidence of investors and the general public, resulting in an economic downturn and increased volatility of securities issued abroad by Brazilian companies. Ongoing corruption investigations have resulted in charges against public officials and members of various political parties. The political turmoil could worsen Brazil’s economic uncertainties and increase the volatility of the Brazilian capital market as well as of securities issued by Brazilian companies.

In 2015, Brazil faced an economic recession, adverse tax events, and a political instability that has continued through 2016. The Brazilian GDP dropped 3.85% in 2015, while the unemployment rate increased from 4.3% in 2014 to 6.9% in 2015. Inflation in 2015 was 10.67% (reported by the Brazilian Institute of Geography and statistics — IBGE), compared to 6.41% in 2014. The Brazilian Central Bank’s base interest rate (SELIC) increased from 11.75% on December 31, 2014, to 14.25% on December 31,2015. Future economic, social and political events in Brazil may harm the Company’s businesses, its financial status or the results of operations, or they may cause the market value of its securities to fall.

Significant Market Risks Applicable to the Company

The Company is exposed to various market risk factors that may have an impact the Company’s cash flow. Considering the nature of the Company’s businesses and operations, the main factors of market risk to which it is exposed are:

Exchange and interest rates;

the price of products and inputs;

Exchange rate risk

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The Company’s cash flow has been subject to the volatility of several currencies since the price of company products are predominantly indexed to the U.S. dollar, while a significant part of the costs, expenses and investments are indexed to other currencies, mainly the Brazilian Real and Canadian dollars, as shows in the following risk:

The exchange rate volatility of the currencies in which the company performs its operations relative to the U.S. dollar could adversely affect its financial status and operating results.

A substantial part of the Company’s revenue and debt are in U.S. dollars, and changes in exchange rates can result in (i) variations in its net debt in USD and in accounts receivable; and (ii) changes in the fair value of its monetary derivatives, used to stabilize its cash flow in U.S. dollars. In 2015, the Company had foreign exchange losses amounting to US$ 7.2 billion, while in 2014 and 2013 foreign exchange losses were US$ 2.1 billion and US$ 2.8 billion, respectively. Additionally, the exchange rate volatility of the Brazilian real, Canadian dollar, Australian dollar, Indonesia rupiah, and other currencies against the U.S. dollar, affects the results of the Company, because the largest part of the cost of goods sold is in currencies other than the U.S. dollar, mainly the Brazilian real (49% in 2015) and the Canadian dollar (13% in 2015). While the Company’s revenue is denominated mainly in U.S. dollars. The Company estimates that currency fluctuations shall continue to affect its profit generation, expenses, and cash flow.

A significant volatility in the exchange rate of currencies can also result in disruption of foreign exchange markets and can limit the Company’s ability to transfer or convert certain currencies into U.S. dollars and into other currencies for the purpose of making timely payments of principal and interest on debts. Central banks and governments of countries where the Company operates may impose restrictive currency policies in the future and they may impose taxes on foreign exchange transactions.

Risk of Interest Rate

The company is also exposed to interest rates on loans and financing. Debts with floating interest rates in U.S. dollars consist mainly of loans including operations of exports pre-payment and loans from commercial banks and multilateral agencies. In general, these debts are indexed to Libor (London Interbank Offered Rate). Floating debts denominated in Brazilian Real are mainly indexed to the CDI (Interbank Deposit Certificate), to the TJLP (Long Term Interest Rate) and IPCA (Broad National Consumer Price Index), but most of these debts are converted to fixed rates in U.S. dollars through swap operations.

On December 31, 2015, 74.3% of the Company’s debt was denominated in U.S. dollars (US$), corresponding to R$ 83.682 million, of which R$ million fixed and interest 56.031 R$ 27.651 million tied to the Libor. Other 19.2% of debt were in Brazilian Reais (R$), corresponding to R$ 21.638 million, and R$ 11.439 million were tied to the DI Rate, R$ 8.903 million were linked to TJLP, and R$ 1.296 million to fixed interest and others. The remaining 6.5% debt, corresponding to R$ 7.347 million at fixed interest rates, was predominantly in Euros (€).

Risk of products and inputs’ price;

The company is exposed to market risks related to the volatility of the prices of their products and production inputs, as highlighted next:

The prices charged by the Company, including the prices of iron ore, nickel, copper, coal and fertilizers is subject to volatility.

Iron ore prices are based on a variety of price options, which often use spot price indices as a basis to set the price to the customer. Nickel and copper prices are based on reported prices for these metals in commodities markets, such as the London Metal Exchange (“LME”) and New York Mercantile Exchange (“NYMEX “). The Company’s prices and revenues for these products are, consequently, volatile, which can negatively affect its cash flow.  Metals global prices are subject to significant fluctuations and are affected by many factors, including current and projected macroeconomic conditions and global policies, supply and demand levels, availability and cost of substitutes, inventory levels, investments in commodities

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funds and others, and shares from commodities market participants. A continued market price reduction of the products sold by the Company may result in suspension of some of its projects and operations and reduction in mineral reserves and asset impairment, which could negatively affect the Company’s financial status and operational results.

In 2015, the price of raw materials for steel production, such as iron ore, coal, and nickel, dropped when the offer was greater than the demand. In addition, copper prices fell as a result of the lower demand, although there were some disruptions in supply.

The company is particularly exposed to fluctuations in the price of iron ore. For example, a price reduction of US$ 1 per dry metric ton unit (“TMS”) in the average price of iron ore would have reduced our operating income for the year ended on December 31, 2015, in approximately US$ 320 million. The average price of iron ore fell 59% over the last two years, from US$ 135.00 per TMS in 2013 to US$ 97.00 per TMS in 2014, and US$ 55.5 per TMS in 2015, according to the Platts IODEX average (62% Fe CFR China). On February 29, 2016, the average price of iron ore at the Platts IODEX until had been US$ 44.10 per TMS. In addition to the lower iron ore demand, a surplus has been adversely affected the Company’s prices since 2014, and it can increase with the expected completion of certain iron ore projects in the coming years.

World nickel prices have also been negatively affected by lower demand and a strong increase in supply in the nickel industry, especially in China. The refining of nickel in China, using mainly nickel ores and related imported raw materials, rose to 417 thousand metric tons from 2006 to 2015, with Chinese production of pig iron from nickel representing 19% of the global nickel production. Chinese production of pig iron from nickel was adversely affected by export restrictions in nickel ore producing and supplier countries.  If these export restrictions are withdrawn and the Chinese producers of pig iron from nickel to have access to quality nickel ore again, pig iron production can become competitive again, thus, increasing the overall global supply of nickel and negatively impacting nickel prices.

For additional information on the average prices obtained for the products traded by the Company, please see item 10.2 of this Reference Form.

The financial performance and the economic viability of some of the Company’s operations may be significantly impacted by a continuing drop in demand and in product prices. For example, in 2015, the Company suspended certain iron ore and manganese operations, and other operations may be suspended in the future. Furthermore, in the case of nickel operations in New Caledonia, the impact of lower prices and lower demand for nickel has been aggravated by the ramp up in those facilities. The Company is considering several options to ensure the continuation of operations in New Caledonia. If these options are not available and the current conditions remain adverse, the Company might consider a reduction or an interruption of production for some time.

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For more information about the risks related to inputs, please see the Risk Factors described in item 4.1 (a) above:  “Higher costs of energy or energy shortages may adversely affect the company’s business.”

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4.3 - Publicly known and relevant in-court, administrative or arbitration proceedings

On December 31, 2015, the Company was not party in non-secret arbitrations.

(i) Labor

On December 31, 2015, the Company was defendant in 23,643 labor lawsuits, in a total of R$13.5 billion, for which there is R$7 billion provision due to risks involved. Labor lawsuits filed against the Company relate to matters as overtime, time in itinere, health hazard and dangerous conditions premium, salary equity, and outsourcing, among others.

The tables below present an individual description of labor suits relating to the business of the Company and/or its subsidiaries on December 31, 2015.

1) Claim no. 01266-2006-012

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2) Claim no. 0000676-11.2012.5.24.0041

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4) Case # 0292800-44.2009.5.08.0117

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5) Notices of Infraction # 20.588.905-1 and 20.589.903-0

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(ii) Taxes

The tables below present a description of individual tax cases considered relevant to the business of the company and/or its subsidiaries.

As result of some tax exceptions engaging companies at Vale group, the Company creates a provision totaling, on December 31, 2015, the amount of R$ 1,052 billion, of which (i) R$369 million are related to controlled companies abroad, (ii) R$240 million are related to Brazilian controlled companies, (iii) R$ 338.0 million relate to provisions related to CFEM-related procedures (described in item 4.6(ii) in this Reference Form), and (iv) R$105 million related to other tax procedures of the Company.

With regard to the processes listed below which challenge the taxation of IRPJ and CSLL on profits from Company’s affiliates abroad, it is important to notice that (i) regarding the period from 2009 onwards, tax authorities may issue new tax assessments to ensure the right to collect from the remaining balance of values of said taxes, should they understand that the calculation done by the Company is not correct; (ii) regarding the portion of IRPJ and CSLL questioned in Writ of Mandamus no. 2003.51.01.002937-0 (item 1 in this section), the Company adhered to the Special Installment Program established by Law 12.865, dated October 9, 2013 (“Special Installment Program “); and (iii) regarding the other portion of IRPJ and CSLL discussed in Writ of Mandamus no. 2003.51.01.002937-0 (item 1 in this section), related to the period between 2002 (containing generating facts occurring in the period between 1996 and 2002), part of the debts related to year 2005 (related to tax credits that appear in Active Debt Certificates no. 70.2.12.000303-20 and 70.6.12.000814-20, arising out of Administrative Procedure no. 18471.001.243/2007-69, and supported in Tax Collection an no. 0015197-06.2012.4.02.5101), and year 2013 and following, were not object of adherence to the installment program.

Debts related to the years between 1996 and 2002 were not included in the tax recovery program due to the retroactive nature of the tax law, principle violated by the sole paragraph of article 74 in MP 2158/01, which, created only in 2001, intended, under legal fiction, require taxation of past events (1996 to 2001) in 2002. regarding the portion of the tax credit for year 2005, there is no adherence, as the portion corresponding to the requirement of taxes arising out of accrued compensated tax losses in prior years (1996 to 2002). Regarding the years 2013 and following, there is no adherence considering that the installment program allows for the payment of debts which generating facts occurred solely by December 31, 2012. These years, therefore, are outside of the scope of the program. The total amount of the dispute between 1996 and 2002 is R$ 2.051 billion (US$ 525 million)

Additionally, considering the decision favorable to the Company in May 2012, attributing suspensive effects to the extraordinary appeal and, consequently dismissing the applicability of amounts being questioned, duly approved by the Plenary in April 2013, there is no need to post any bond while such favorable decision is still in force. In this sense, the company has used all the surety bonds and cancelled a pledge related to the third act of infringement (2007).

The special appeal addressed to the Superior Court of Justice (STJ), filed in the Writ of Mandamus no. 2003.51.01.002937-0 was judged in the session held on November 26, 2013, when Reporting Justice an Napoleão Maia, recognized (admitted) in part the appeal, and in this portion, he granted it, while Justice Sérgio Kukina partially granted the appeal, and, in that portion, denied it. This judgment was resumed on March 25, 2014, when Minister Ari Pargendler presented his vote, accompanying the reporting judge Napoleão Nunes Maia Filho, considering inapplicable the taxation of profit from foreign companies controlled by Vale, since international treaties against double taxation should prevail. The judgment session ended on April 24, 2014, when the First Panel of the STJ decided, by majority of votes, in favor of Vale. The decision was published on May 20, 2014.

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This decision determined: (i) the incompatibility of the taxation regime on profits from affiliates domiciled abroad introduced by article 74 of the Preliminary Order no. 2.158-35/01 with certain international treaties against double taxation; (ii) the illegal nature of the taxation with positive results on asset equivalence set forth in article 7th, Normative Instruction no. 213/2002; and (iii) that profits gained by Vale in the Bermudas are subject to the terms in article 74, caput in MP 2.158-35/2001. The National Treasury filed an Extraordinary Appeal before the Federal Supreme Court, which is pending judgment.

Debts listed in said Writ of Mandamus and in discussion on the records of the following processes were included in the Special Installment Program: (i) Tax Collection 0023959-11.2012.4.02.5101 (IRPJ and CSLL debts related to years 2003 to 2006); (ii) Tax Collection 2011.51.01.518168-2 and Motion for Tax Collection 2011.51.01.509917-5 (IRPJ and CSLL debts related to year 2007); (iii) Tax Collection 0023958-26.2012.4.02.5101 (IRPJ and CSLL debts related to year 2007); (iv) Tax Collection 0011487-75.2012.4.02.5101 (CSLL debts related to year 2008); (v) Tax Collection 0011476-46.2012.4.02.5101 and Motion for Tax Collection 0013553-28.2012.4.02.5101 (IRPJ debts related to year 2008); and (vi) Tax Collection 0023974-77.2012.4.02.5101 (CSLL debts related to year 2008).

As determined in the legislation applicable to the Special Installment Program, on November 29, a 2013, the Company made the initial payments of values due as IRPJ and CSLL on the profit of affiliates located abroad, due to adherence to the installment program. At the time, the Company also formally adhered to the terms of the Special Installment Program, upon delivering the respective attachments set forth by Joint Order PGFN/RFB no. 9/2013. Monthly payment of the installments has been duly made, ever since.

Adherence to the Special Installment Program implied payment to the Federal Revenue Secretariat of R$5,940 billion by the end of November 2013. Additionally, under the terms in REFIS in Law no. 12.865/13, Vale paid US$ 6.0 billion in 2013, including the advanced payment and the initial payment and Vale agreed upon paying the remaining US$ 16.3 billion in monthly payments.

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On December 31, 2015, the balance US$ 4.431 billion (R$ 17.301 billion) is due in 154 monthly payments, subject to interest at the SELIC rate.

The total liability for the years 2003 to 2012, including filed and unfiled periods for the Company and its affiliates, was estimated at R$ 45.0 billion - R$ 17,084 billion as principal, R$ 9,831 billion as fine, R$ 11,983 billion as interest and interest on fines, and R$ 6,094 billion as fees.

Among options offered by the legislation, the Company opted for the payment in cash of the principal related to years 2003, 2004 and 2006 and dividing, into installments, the principal, fines, and interest related to 2005, and 2007 to 2012. According to the legislation, in case of cash payment, only the principal of the tax is due while in the installment payment, 80% of fines are exempted, as well as 50% of interest and 100% of fees.

The option chosen by the Company presents estimated face value of R$ 22,214 billion, where R$ 16,222 billion as principal, R$ 1,565 billion as fine, and R$ 4,427 billion as interest and interest on fines. Reduction of the principal is due to the discount of R$798 million due to accrued losses in Brazil. The current value of this option after tax benefits is R$ 14,425 billion, and it appears to be a better option compared to total payment in cash as it reduces the pressure on liquidity and minimize the present value of payments.

Participation on REFIS had impact of US$ 6.7 billion (R$ 15.3  billion) on the net profit in 2013. In 2014, financial expenses with impact on the net profit related to interest comprising the payments made under REFIS were US$ 451 million (R$ 1.0 billion).  In regards to REFIS in 2015, we had financial expenses in the amount of US$ 546 million (R$ 1,798 million).

On this matter, it is important to note that on December 18, 2013, to comply with requirements in Law an 12.865/13, the Company submitted the petition to the records of said proceedings before the Superior Court of Justice (STJ), requiring partial dismissal of the decision and waiver of arguments under which the respective actions are grounded, according to partial waiver/dismissal parameters in the Writ of Mandamus no. 2003.51.01.002937-0.

Administrative procedures nos. 18471.000141/2008-15; 12897.000868/2009-98; 10569.000135/2011-63; 12897.000023/2010-36; and, 10569.000199/2010-84, terminated. This matter is still discussed in the judicial sphere, being object of Tax Collections. These collections, in turn, were subject to dismissal, for purposes of adherence to the Special Payment in Installments, according to requirements set forth in Law 12.865/13, and the respective progress is presented in items 3.1 and 3.2, 4.1 through 4.4, and 5.1 through 5.5.

1) Writ of Mandamus 2003.51.01.002937-0

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1.1) Development of Writ of Mandamus 2003.51.01.002937-0: Injunction no. 3.141

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2) Tax Assessment Notice no. 18471.001243/2007-69

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2.1) Writ of mandamus. 0001899-44.2012.4.02.5101 related to the Tax Assessment Notice no. 18471.001243/2007-69

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2.2) Tax Collection no. 0015197-06.2012.4.02.5101 regarding the Tax Assessment Notice no. 18471.001243/2007-69

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3.1) Development of Administrative Claim no. 18471.000141/2008-15: writ of mandamus. 0004826-69.2012.4.01.3400

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3.2) Development of Administrative Claim no. 18471.000141/2008-15: Tax Assessment Notice no. 0023959-11.2012.4.02.5101

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4.1) Development of Administrative Claim no. 12897.000868/2009-98, dated 01/11/10: Writ of mandamus 2011.51.01.005614-9

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4.2) Development of Administrative Claim no. 12897.000868/2009-98 dated 01/11/10: Tax Collection no. 2011.51.01.518168-2

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4.3) Development of Administrative Claim no. 12897.000868/2009-98 dated 01/11/10: Motion to Stay Collection no. 2011.51.01.509917-5

4.4) Development of the Administrative Claim no. 12897.000868/2009-98: Tax Assessment 0023958-26.2012.4.02.5101

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