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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
April 2024
Vale S.A.
Praia de Botafogo nº 186, 18º andar,
Botafogo
22250-145 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 ¨
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Communication of transaction with related party
Rio de Janeiro, April 9, 2024 – Vale S.A. ("Vale" or "Company"), in accordance with Article 33, item XXXII, of CVM Resolution No. 80, dated March 29, 2022, hereby announces the following transaction with a related party:
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Related party’s name
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Vale Japan Limited (“VJL”) and Mitsui & Co., Ltd (“Mitsui”) |
| Relationship with the issuer | Mitsui is a shareholder with significant influence in Vale, and VJL is a company controlled by Vale |
| Transaction date | 04/01/2024 |
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Object of the contract
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Sale of tonimet briquette from VJL to Mitsui. |
| Duration of the object of the contract | 04/01/2024 to 03/31/2025 |
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Issuer’s contractual position
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Creditor |
| Amount involved in the transaction | The total estimated value is US$323 million for a maximum total volume of 16,000 tons of tonimet briquette. |
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Existing outstanding balance
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None related to this transaction. |
| Main terms and conditions | The main rights and obligations are the same as those of an unrelated party and conventional for sales contracts. The Seller's obligation to sell and the Buyer's obligation to purchase. If no material is delivered, no obligations will arise between the parties. The competitive process followed the same procedures as with an unrelated party. |
| Justification of the reasons why the issuer’s management considers that the transaction has met commuting conditions or provides for adequate compensatory payment |
The sale price is based on the London Metal Exchange (LME), with a premium negotiated under market conditions on the same basis as other players. |
| Eventual participation of the counterparty, its partners, or administrators in the issuer's decision-making process regarding the transaction or negotiation of the transaction as representatives of the issuer, describing these interests. | As part of the decision-making process, the transaction was carried out in strict compliance with the Related Party Transactions Policy and Conflict of Interest of the Company (“Policy”). The material was deliberated by the Board of Directors, and, as established in the Policy, among other actions, once the conflict of interests of a member of the Board of Directors was identified, he did not receive any documentation or information pertinent to the material nor did he participate in the discussions of such matter in Vale's governance bodies, with the deliberation being drawn up in separate minutes recording the absence of the board member in question. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Vale S.A. (Registrant) |
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| By: | /s/ Thiago Lofiego | |
| Date: April 9, 2024 | Director of Investor Relations | |