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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

May 2012

Vale S.A.

Avenida Graça Aranha, No. 26
20030-900 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.)

(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))

(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))

(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.)

(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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Table of Contents:

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Reference Form - 2011

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Item 1

1.1.         Stament 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 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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Item 2

2.1/2.2 Identification and remuneration of Auditors:

2.3          Other relevant information

Vale has developed and formalized specific rules and procedures for pre-approval of engagements for their independent external auditors in order to avoid conflict of interest or loss of independence and objectivity by the already mentioned independent external auditors.

According to the Regulation for Contracting of Services for Independent Audit, Advisory Services and Other Services Unrelated to Audit Provided by External Auditors, approved by the Supervisory Board, with the aim of reconciling the legal precepts and regulations for Brazil and America, the following general principles have been established for the preservation of independence of external auditors: (a) the auditor should not perform tasks which the administration of the Company should carry out, (b) the auditor should not audit their own work, (c) the auditor must not carry out advocacy activities for the Company. Under this regulation, in line with best corporate governance practices, all services provided by the independent auditors of Vale are pre-approved by the Supervisory Board.

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Item 3

3.1          Consolidated Financial Information

3.2          Non-Accounting measurements

a. value of non-accounting measurements

The Company uses EBITDA as a non-accounting measurement. In 2011, the EBITDA of the Company was established in the amount of R$ 53,138,951 thousand, while in 2010 and 2009 these amounts were R$ 46,378,648 thousand (forty-six billion, three hundred and seventy eight million and six hundred and forty-eight thousand reais) and R$ 18,619,085 thousand (eighteen billion, six hundred and nineteen million, eighty-five thousand reais), 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 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

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has the benefit of canceling the effect of non-operating gains or losses generated by financial transactions or the effect of taxes.

The consolidated cash generation measured by EBITDA (earnings before financial results, income from corporate interests, income tax and social contributions, depreciation, depletion and amortization, and plus dividends received) is not a BR GAAP/IFRS measurement 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 as a source of liquidity. The EBITDA definition used by Vale may not be comparable with EBITDA, by definition, for other companies.

3.3          Events subsequent to the latest financial statements

Vale 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 financial statements for the year ended December 31, 2011 were issued and filed with the CVM on February 16, 2012. Below is a description of subsequent events, which were included in the financial statements in compliance with the rules in IAS 24, approved by CVMº 593/09: On January 4, 2012, Vale issued US$ 1 billion in notes due in 2022 sold at a price equal to 98.804% of the principal value and coupon of 4.375% a year, payable every six months by the subsidiary Vale Overseas Limited.

3.4          Policy for allocation of results

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3.5          Distributions of dividends and retention of net income.

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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:

Fiscal year (12/31/2010)

Note: The value shown at 3.7 and 3.8 does not represent the level of indebtedness of the Company, but represents the total of the obligations based on the addition of the outstanding and non-outstanding liabilities.

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3.9          Other information that the Company deems relevant

There is no other relevant information related to item 3 that is not presented above.

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Item 4

4.1 - Description of risk factors

Risks relating to the Company

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 funds, in order to replenish 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 and the mining industry in general.

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

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 green area projects and expansions in time to take advantage of the increased demand for iron ore. When demand exceeds its production capacity, the Company may meet customer’s excess demand by purchasing iron ore, iron ore pellets or nickel from its joint ventures or unrelated parties and resell them, which would increase its costs and reduce its operating margins. If it is unable to meet customer’s excess demand this way, Vale could lose customers. In addition, operating close to full capacity may expose the Company to higher costs, including demurrage fees due to capacity restraints in its logistics systems.

In contrast, operating at significant idle capacity in periods of weak demand may expose Vale to higher unit production costs since a significant portion of its cost structure is fixed in the short-term due to the high capital intensity of mining operations. In addition, efforts to reduce costs during periods of weak demand may be limited by previous labor regulations and labor and federal agreements.

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

Some of Vale’s mining concessions are subject to fixed expiration dates and can only be renewed for a limited number of times, for limited periods. In addition to mining concessions, Company may obtain various authorizations, licenses and permits from government and regulatory agencies regarding the operation of the company’s mines, which may be subject to fixed due dates or to periodic reviews or renewals. 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. Mining concession fees may substantially increase over time in comparison with the original issuance of each operating license. If that is the case, the company’s business objectives can be affected by the costs of maintenance or renewal of its mining concessions. 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 results of future operations, and thus be able to let some concessions expire. 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 its expected future mining 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 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.

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 scope of the minerals it produces. Its projects are subject to various risks that may adversely affect its growth and profitability prospects, including:

It may have to deal with delays or costs 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 a reliable power supply.

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

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

The Company may fail to obtain, experience a delay or have higher than expected costs in obtaining the necessary permits and licenses for building a project.

Changes in market conditions or regulations 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 materially and negatively 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. An inefficient project management can mean that the company is not able to continuously develop its activities. Operational incidents may result in important failures in 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 materially and negatively affect its business and operating results.

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

It may experience unexpected weather conditions or other force majeure events.

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

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

There may be delays or disruptions in the transportation of its products, including railways, ports and vessels.

Some of its development 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. If the company cannot ensure the health and safety of its employees, its operations may be adversely affected.

Labor disputes may disrupt its operations from time to time.

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

Customers, suppliers, contractors and other counterparties may not perform the existing contracts and obligations, 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. Suppliers are also subject to capacity constraints in times of high demand, which may affect their ability to meet their obligations.

The company currently operates and has projects related to important parts of its pelletizing, bauxite, nickel, coal, copper and steel businesses through joint ventures with other companies. Important parts of its investments in power and its oil and gas projects are operated through consortia. Its forecasts and plans for these joint ventures and consortia assume that its partners will observe their obligations to make capital contributions, purchase products and, in some cases, provide skilled and competent management 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.

The company’s business is subject to environment, health and safety incidents or accidents.

The company has operations involving the use, handling, elimination and disposal of hazardous materials into the environment and the use of natural resources. Besides, the mining sector is generally subject to significant risks and hazards, including the imminent risk of fire or explosion, gas leak, leak of pollutants or other hazardous materials, incidents involving rock slides in underground mining operations, incidents involving mobile equipment or machinery, etc. These may be caused by accidents or violation of operational standards, resulting in a significant incident, including damage or destruction of minerals or production facilities, injury or death of employees, damages to the environment, production delays, financial losses and possible legal liabilities. Vale has rules on health, safety and environment in place to minimize the risk of such incidents or accidents. Despite its rules, policies and controls, its operations remain subject to incidents or accidents that may adversely affect its business or reputation.

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

The frequency of natural disasters such as windstorms, floods, earthquakes and tsunamis has increased worldwide and can adversely affect the company’s operations and projects in countries where it operates, as well as it can generate a reduction in sales to countries negatively affected by such disasters which include, among other factors, energy surcharge and destruction of industrial facilities and infrastructure. Furthermore, although the physical impacts of climate change on its businesses still are highly uncertain, the company may experience changes in rainfall patterns, water shortages, rising sea levels, increased intensity of storms and floods as a result of climate change, which can adversely affect its operations. On January 11, 2012, the company determined that a force majeure event had occurred in several of its iron ore sales agreements due to high rainfall in the Brazilian states of Minas Gerais, Rio de Janeiro and Espírito Santo, creating serious challenges to the operations of its Southeastern and Southern Systems. The force majeure event was solved on January 23, 2012.

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

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

Reported ore reserves are estimated quantities the Company determines to be economically 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 a function of the quality of available data and engineering and geological interpretation and judgment. As a result, no assurance can be given that the indicated amount of ore will be recovered or that it will be recovered at the rates anticipated by the Company. Estimates may vary, and results of mining and production subsequent to the date of an estimate may lead to revisions of estimates. Reserve estimates and estimates of mine life may require revisions based on actual production experience and other factors. For example, fluctuations in the market prices of minerals and metals, reduced recovery rates or increased operating and capital costs due to inflation, exchange rates 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 speculative in nature, involves several risks and is frequently 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.

Even if the company finds mineral deposits, it shall remain subject to the risks of exploration and production, which may adversely affect the mining process.

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

·                  Establish mineral reserves through exploration,

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

·                  Obtain environmental and other licenses;

·                  Construct the necessary mining and processing facilities and create the infrastructure required for greenfield properties; and

·                  Obtain the ore or extract the minerals from the ore.

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

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The Company faces rising extraction costs over time as reserves deplete.

Reserves are gradually depleted in the ordinary course of a mining operation. As mining progresses, distances to the primary crusher and to waste deposits become longer, pits become steeper and underground operations become deeper. As a result, over time, the company usually needs to increase the cost of extraction of the unit related to each mine. Many of its mines have been operated for extended periods of time and it is likely that extraction costs per unit shall increase in these operations in particular.

Labor disputes may disrupt the company’s operations from time to time.

The company has a considerable number of employees and some of subcontractors’ employees are represented by unions and are covered by collective bargaining agreements or other labor agreements that are subject to periodic negotiation. Negotiation may become more difficult in times of higher prices and consequently higher profits in mining and metallurgy, as unions claim increases in salaries and other forms of extra payments.

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, go to the item Management and Employees-Employees. Moreover, they may be adversely affected by work stoppages involving unrelated parties that provide goods or services to the company.

The company may face shortages of equipment, services and skilled personnel.

The mining sector has faced global shortage of mining and construction equipment, spare parts, contractors and other skilled personnel during periods of high demand for minerals and metals and intensive development of mining projects. The company may experience longer periods in relation to mining equipment and problems with the quality of outsourced engineering, construction and maintenance services. The company competes with other mining companies in relation to the acquisition of a highly skilled managers and staff with relevant technical and mining expertise, and may not be able to attract and retain such people. Shortages at peak periods can cause a negative impact on its operations, resulting in higher production and costs regarding capital expenditures, production disruptions, higher inventory costs, project delays and possible reduction in production and revenue.

Higher costs of energy or energy shortages may adversely affect the company’s business.

Energy costs are a significant component of the company’s production cost, representing 13.4% of the total cost of goods sold in 2011. To meet its energy demand, the company depends on the following resources: Oil byproducts which accounted for 37% of all energy needs in 2011, electricity (21%), coal (19%), natural gas (15%) and other sources of energy (8%), using amounts converted to tons of oil equivalent (TOE).

Expenses with fuel accounted for 9.3% of its cost with goods sold in 2011. Increases in oil and gas prices negatively affect profit margins regarding its logistics services, mining business, and iron ore and nickel pelletizing.

Expenses with electricity accounted for 4.1% of its total cost of goods sold in 2011. If the company cannot ensure safe 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 has operations and projects, due to excessive demand or adverse weather conditions such as floods or droughts.

Electricity shortages have occurred worldwide, and there is no guarantee that growth in capacity of power generation in countries where the company operates is sufficient to meet increased consumption in the future. Future shortages and government efforts to respond to or prevent shortages may have a negative impact on the cost or supply of electricity to the company’s operations. Through its affiliate PT Vale Indonesia Tbk (PTVI) (formerly known as PT International Nickel Indonesia Tbk), the company processes nickel laterite ores using a pyrometallurgical process that requires a lot of energy. Although PTVI currently generates most of the electricity needed for its operations using its own hydroelectric power plants, low precipitation and other hydrological factors may adversely affect energy production in PTVI’s plants in the future, which may significantly increase the risks of higher costs or reduction in volume production.

Price volatility — regarding U.S. dollars - of currencies in which the company conducts its operations could adversely affect its financial condition and operating results.

A substantial portion of the company’s revenues and debt is expressed in U.S. dollars, and exchange rate fluctuations can result in (i) gains or losses regarding its net debt expressed in U.S. dollars and accounts receivable and (ii) gains or losses in fair value regarding its currency derivatives used to stabilize its cash flow in U.S. dollars. In 2011, the company had monetary losses in the amount of US$ 1,380 billion while, in 2010, it had monetary profits of US$ 102 million; in 2009, its monetary profits were of US$ 665 million. Moreover, the price volatility of the Brazilian real, Canadian dollar, Australian dollar, Indonesian rupiah and other currencies against the U.S. dollar affects the company’s results, since most of its goods are sold in currencies other than US dollar, primarily Real (59% in 2011) and Canadian dollars (15% in 2011), while its revenue is mainly expressed in US dollars. The company expects that currency fluctuations will continue to affect its revenues, expenses and cash flow.

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The significant volatility in currency prices may also result in the interruption of foreign exchange markets and may limit the company’s ability to transfer or exchange certain currencies into US dollars and other currencies for the purpose of making payments of interest and principal on its debts within the terms set. Central banks and governments of countries where the company operates may impose restrictive foreign exchange policies in the future and levy taxes on foreign exchange transactions.

The integration between the Company and acquisition goals that are an important part of the Company’s strategies may be more difficult than anticipated.

The company may not able to successfully integrate its acquired businesses.  The company has partially increased its business through acquisitions and some of its future growth may depend on them. The integration of acquisition targets may take longer than expected and the costs related to acquisition assets integration may be higher than expected. Besides, if the focus in this process, following acquisitions, impacts the performance of its existing business, the company’s results and operations may be adversely affected. Completed acquisitions may not result in increased revenues, cost economy or operational benefits as initially expected at the time of conception. Acquisitions may lead to substantial costs as a result, for example, of inconsistent standards, checks, procedures and policies between the Company and acquisition goals, which may adversely affect its financial condition and the results of operations. Additionally, management focus may be deviated from ordinary responsibilities to integration-related issues.

The company is involved in several lawsuits that may adversely affect its business, if rulings are not favorable to the Company.

The company is involved in several lawsuits in which plaintiffs claim substantial amounts of money. Although the company is vigorously contesting the claims, the outcome of these lawsuits is uncertain and may result in obligations that may materially and negatively affect its business and the value of its shares, ADSs and HDSs. Moreover, under Brazilian law, a taxpayer who wishes to require a tax review in court should normally post a bond or security in the amount of the claimed revision in order to suspend collection. In some tax claims, the company may be required to provide collateral or some form of security to the court and, depending on the nature, value and scope of such collateral or security, this can cause a significant impact on its business. For more information, see item 4.3 of the Reference Form.

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 analysis of internal controls through 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 Ethical Conduct, business conduct protocols and fraudulent behavior and dishonesty 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.

It may be difficult for investors 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 board members or officers with courts within their jurisdictions. The company is a Brazilian company and most of its officers and board members are Brazilian residents. Most of its assets and the assets of its officers and board members will be probably located in jurisdictions other than the jurisdictions of its investors. The investors may find it impossible to issue summons or to serve notices against the Company or its officers or board members resident outside their jurisdictions. Additionally, foreign judicial orders are enforceable in Brazilian courts, without reconsidering the merits provided that they are 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 or after sufficient evidence of contempt of court by the company, pursuant to the legislation in force; (c) is not subject to appeal; (d) has been authenticated by the Brazilian consulate in the country where it was rendered and is accompanied by a sworn translation into Portuguese; and (e) is not contrary to the sovereignty of Brazil, its public policy or morality. Therefore, investors may not obtain a favorable decision in judicial processes against the Company or its officers or board members related to judgments passed by courts in their jurisdictions on the basis of the legislation in force in those jurisdictions.

Rules on sea transportation of iron ore fines may affect the Company’s operations.

A portion of the production takes place in the form of iron ore that is not concentrated. This type of ore is sometimes compared to fines, which are small ore particles. Studies have analyzed whether these ores could begin to behave like a fluid when transported under high moisture conditions, although we have no record of any similar event. This can cause the load to be less stable, presenting potential risks to navigation. Operational risks depend on many factors including the characteristics of the fines, the circumstances in which they are transported and the type of vessel. To manage these risks, the sea transportation industry and insurers generally follow the rules adopted by the International Maritime Solid Bulk Cargoes code (IMSBC), but these rules do not currently address the transport of non-concentrated iron ore fines that the Company produces in the mineral province of Carajás, in its North System. Potential changes to the rules are currently being assessed by the International Maritime Organization (IMO). We believe that the safety of the Company’s navigation practices is evidenced by its long history of safe operations, but changes to these rules could require the company to adjust its practices as far as the handling or transportation of the Carajás production is concerned, and these measures could increase costs, require new investments and even limit the volume of exports of iron ore from Carajás.

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Risks relating to Company’s controlling shareholder or parent group

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

On March 31, 2012, Valepar S.A. (Valepar) holds 54.1% of the outstanding common shares and 34.1% of the Company total outstanding capital. As a result of its stock ownership, Valepar 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 the Reference Form.

The Brazilian government owns 12 golden shares of Vale, granting limited veto powers over certain Company resolutions such as changes of corporate name, location of main office and corporate purpose relating as these are related to mining activities.

Risks relating to Company’s subsidiaries and related companies

The Company has a large number of subsidiaries and related companies (pursuant to item 8.1 in this Reference Form), and many of them are subject to operational and market risks similar to the Company’s, which may exert adverse effects on consolidated results.

A significant number of Vale subsidiaries and related companies is subject to risks similar to the ones that the Company is subject to, which may exert a substantial adverse effect on their individual results and may even render it difficult or impossible to distribute dividends to the Company. Besides, potential adverse effects on the results of Vale subsidiaries and related companies may affect its results and even reduce the amount to be distributed to shareholders as dividends.

Risks relating to Company suppliers

For information about risks relating to Company suppliers, please see Risk Factors under “The Company face shortages of equipment, services and skilled personnel” and “Higher energy costs or energy shortages would adversely affect Company business” above.

Risks relating to Company customers

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

The demand for iron ore, coal and nickel depends on global demand for steel. Iron ore and iron ore pellets, which together accounted for 71.5% of Company operating revenues in 2011, are used in the production of carbon steel. Nickel, which accounted for 9.5% of Company operating revenues in 2011, is mainly used in the production of 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 steel industry as a whole are highly cyclical and volatile and these business cycles in this sector affect the demand for and the prices of its products. Besides, the vertical backward integration of the steel industry and the use of scrap could reduce the global transoceanic trade of iron ore.

The demand for fertilizers is affected by global prices of agricultural commodities. A sustained reduction in the price of one or more agricultural commodities could have a negative impact on Vale fertilizer business.

Risks relating to the fields of economy in which the Company operates

The change for indexed iron ore prices based on short-term market references and the ensuing volatility of prices may adversely affect the Company iron ore business.

Vale executed agreements with all its customers in the iron ore sector during the first half of 2010 to annual reference price contracts to contracts with indexed prices to better reflect market parameters. The annual reference system for the iron ore sector was initially replaced by a system, according to which iron ore prices were established every quarter, based on a quarterly average of price indexes corresponding to the period between the end of one month prior to the commencement of the new quarter. Since the last quarter of 2011, the Company has signed agreements with some customers to price its products on a quarterly basis, using the current quarterly average of price indexes, and with other customers, using the monthly price index average. While the new price system defines the price more accurately according to the quality of the product, rewarding its iron ore products with a bonus over the price of standard iron ore, increased volatility based on the impact of quarterly price changes could adversely affect the Company cash flow.

Prices of metals that are actively traded on commodity exchanges, including nickel and copper, are subject to significant volatility.

Nickel and copper are sold in an active global market and traded on commodity exchange markets such as the London Metal Exchange and the New York Mercantile Exchange. Prices for these metals are subject to significant fluctuations and are affected by many factors, including actual and future global macroeconomic and political conditions, global industrial production, changes in

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supply and demand, availability and cost of substitutes, inventory levels, investments from commodities funds, changes in prices of other commodities and  actions of participants in the commodities market.

Prices charged by the Company, including prices of iron ore, nickel and copper, are subject to volatility.

The Company defines iron ore prices according to a variety of pricing options, which generally use spot price indices as a basis for determining prices to customers. Its prices for nickel and copper are based on prices reported for these metals in the commodity exchange markets, such as the London Metal Exchange (“LME”) and the New York Mercantile Exchange (“NYMEX”). Company’s prices and revenues for these products are therefore volatile and affect its cash flow. World prices for these metals are subject to significant fluctuations and are affected by many factors, including current and future global macroeconomic conditions and global industrial production, levels of supply and demand, availability and cost of substitutes, inventory levels, investments from commodities funds and actions of participants in commodities markets.

Increased availability of alternative nickel sources or substitution of nickel in end use applications may negatively affect the Company nickel business.

Scrap nickel competes directly with primary nickel as a source of nickel to be used for the production of stainless steel and the choice between them is largely driven by their relative prices and availability. In 2011, the stainless steel scrap ratio remained relatively stable compared to 2010, at 43%. Nickel pig iron, a product developed by Chinese steel and alloy makers which uses lateritic nickel ores, competes with other sources of nickel in the production of stainless steel. In 2011, estimated nickel pig iron production increased 67%, representing 16% of global nickel output. Demand for primary nickel may be adversely affected by direct substitution of primary nickel with other materials in current applications. In response to high nickel prices or other factors, producers and consumers of stainless steel may partially shift from the production of stainless steel with high nickel content (series 300) to stainless steel with lower nickel content (series 200) or with no nickel content (series 400), which would adversely affect demand for nickel.

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 operations or projects, mainly in Argentina, Australia, Brazil, Canada, Chile, Colombia, France, Guinea, Indonesia, Liberia, Malawi, Mozambique, New Caledonia, Norway, Oman, United Kingdom, and Zambia.

Company operations rely on authorizations and concessions from governmental regulatory agencies in the countries where the company operates. For further details about the authorizations and concessions that its operations rely on, please refer to item 7 in the Reference Form. The Company is subject to laws and regulations in many jurisdictions that can experience changes at any time, and changes of laws and regulations may require modifications in its technologies and operations and result in unexpected capital expenditures.

Actual or potential political 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.

There may be legal disputes with communities where the Company operates periodically. Although the Company contributes to local communities through taxes, employment and business opportunities and social programs, community expectations are complex and involve multiple stakeholders with different interests. Some of the operations and reserves are located on lands or near lands owned or used by indigenous or aboriginal tribes, or other groups. This indigenous population may have rights to review or participate in the management of natural resources, and the Company negotiates with them in order to minimize the impacts of operations or to have access to their lands.

Disagreements or disputes with local groups, including indigenous or aboriginal tribes, may cause delays or interruptions in operations, adversely affect the Company’s reputation or hinder its ability to work in reserves and conduct operations. Protesters have acted to disrupt operations and projects and may continue to do so in future. Although the Company defends itself vigorously against illegal acts and future attempts by protestors to cause harm to its operations could have a material adverse effect on its business.

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

Mining is subject to government regulations in the form of specific taxes and royalties, which can have a significant impact on Company operations. In the countries where the Company operates, governments may impose or change existing taxes or royalties, or 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.

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The Company may have its businesses affected by environmental, health and safety regulations, including regulations relating to climate change.

Almost all the aspects of its operations, products, services and projects all over the world are subject to environmental, health and safety laws, which may expose the Company to increased responsibility and costs. These regulations require that the Company obtains environmental licenses, permits and authorizations for its operations and conducts environmental impact assessments in order to obtain approval for its projects and permission to start construction. Besides, all significant changes required in existing operations must also undergo the same procedure. Difficulties to obtain operating licenses may cause construction delays or cost increases and, in some cases, force the Company to postpone or even abandon a project. Environmental regulations also impose rules and control standards on activities relating to research, mining, pelletizing, railway and maritime transportation services, ports, decommissioning, refining, distribution and marketing of products. These regulations may give rise to significant costs and liabilities. Besides, community activist groups and other stakeholders may increase their demands for environmentally sustainable and socially responsible development, which could entail significant cost increases and reduce Company profitability. Private litigation relating to these or other matters may adversely affect the Company financial condition or cause harm to its reputation.

Environmental regulations in many of the countries where Vale operates have become stricter in recent years and more regulations or a more aggressive application of the regulations already in force are likely to adversely affect the Company by imposing restrictions on its activities and products, by establishing new requirements relating to the emission and the renewal of environmental licenses, increasing costs or forcing the Company to get engaged in expensive regeneration ventures.

Concerns over the climate change and efforts to comply with international undertakings could lead governments to impose limits on carbon or carbon taxes and commercial emission schemes applicable to Company operations, which could adversely affect its operating costs or its capital expenditure requirements. For example, the Brazilian government issued a decree under the terms on the carbon emission law (National Climate Change Policy) that foresees specific limits on carbon emissions to be determined in 2012 and gradually deployed ;by 2020, and the Australian government introduced a carbon pricing mechanism that shall come into force in July, 2012.

Risks relating to the foreign countries in which the Company operates

The adverse 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 2011, Chinese demand represented 63% of global transoceanic demand for iron ore, 43% of global demand for nickel, and 39% of the global demand for copper. The percentage of the Company’s operating revenues attributable to sales to consumers in China was 32.4% in 2011. Although China has largely resisted the 2008/2009 recession, the contraction in economic growth in the country may result in lower demand for products, leading to lower revenues, cash flow and profitability. Poor performance of the Chinese real estate sector and higher consumption of carbon steel in China may also cause a negative impact on the Company’s results.

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

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

The custodian of shares underlying 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 underlying ADSs and HDSs or to the disposal of the underlying shares. In the event holders of ADRs or HDRs exchange ADSs or HDSs for underlying shares, they shall be entitled to use the custodian’s records of US dollars for only five days from the date of exchange. From then on, holders of ADRs 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 Resolution No. 2,689 of the National Monetary Council (CMN), which confers on registered foreign investors the right to buy and sell securities at BMF&BOVESPA. For more information about these exchange controls, see the item on Additional Information - Exchange controls and other limitations affecting security holders. If holders of ADRs 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 underlying shares or capital return in a timely manner.

The Company is unable to assure holders of ADR or HDR that any custodian registration or any registration will not be affected by future legislation modifications or additional restrictions applicable to holders of ADR or HDR, the disposal of underlying shares or the repatriation of the proceeds from disposal.

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

ADR and HDR may not be able to exercise their preemptive rights or other rights relating to the underlying shares. The ability of HDR and ADR 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

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Company is not bound to make a registration statement in the United States, or make any other record in any other jurisdiction with respect to preemptive or take measures that may be necessary to make exemptions from registration available and cannot ensure to holders that it shall make any registration statement or take such measures. Besides, the Company is not required to extend the preemptive rights to the holders of HDR through the depositary. For a more complete description of preemptive rights with respect to underlying shares, see the item Additional Information - Memorandum and Articles of Association - Preemptive rights.

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

Holders of ADR or HDR do not hold the same rights as shareholders. They only hold contract rights established in their favor under deposit contracts. ADR and HDR holders are not entitled to take part in shareholders meetings and may only vote by means of instructions delivered to the depositary. . If the Company does not provide the depositary with voting materials in a timely manner, or if the custodian does not provide enough time for holders of ADRs or HDR to submit their voting instructions, HDR and ADR holders shall not be able to vote. 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 which 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 the protections and remedies available to them, as far as the Company’s securities are concerned, 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 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 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 Codes on Takeovers and Mergers and Share Repurchases and in the Securities and Futures Ordinance of Hong Kong, which are generally applicable to issuers listed in Hong Kong.

4.2          Comments on expectations for changes in exposure to risk factors

We constantly analyze the risks that the company is exposed to and which may adversely affect our business, financial situation and results of our operations. We permanently monitor changes in the macro-economic and sectorial scenario which might impact our activities, by tracking the main performance indicators. Our policy is one of continuous focus on financial discipline and conservative cash management. At present we do not identify any scenario which would lead to a reduction or increase in the risks mentioned in in item 4.1 of this Reference Form. .

Please find below the measures taken by the Company to mitigate some of the risk factors presented in Item 4.1 of this Reference Form:

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

Vale seeks to continually develop technology solutions for excellence in operational performance.

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

To deal with this challenge, the company seeks to be a sustainable operator always trying to be a catalyst for local development.  Specifically on the environmental aspects, the Company has actions to improve efficiency in the licensing processes, such as a greater integration between environment and project development teams, the development of a Guide to Best Practices for Environmental Licensing and Environment, the appointment of teams of highly qualified specialists, a greater interaction with environmental agencies and the creation of an Executive Committee to streamline internal decisions.

Company’s projects are subject to risks that may result in increased costs or delays that may jeopardize their successful implementation.

As a measure to mitigate projects’ risks, Vale invests in training its current employees in the planning and execution of projects, and has taken actions to streamline the environmental licensing that has been the main reason for delays, such as creating a Guide to Best Practices of Environmental Licensing and Environment. Besides, the Company has implemented the dissemination of information and prevention campaigns to improve standards of health and safety of employees.

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Operational problems may materially and negatively affect the company’s business and financial performance.

Along with the project development process, the Company has adopted an integrated risk assessment, which anticipates potential problems and allows mitigation plans. The methodological rigor promotes a higher accuracy of estimates, transparency and predictability in project development, as well as it ensures compliance with environmental regulations and health and safety requirements, and minimizes impacts on communities.

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

Vale always seeks high level partners and keeps a fair and close relationship over time.

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

The Company has adopted measures that include business continuity plans that provide immediate responses to protect people, assets and the company’s image, alternative solutions to guarantee business continuity and fast recovery for return to normal production flow and monitoring and weather forecast systems. Moreover, the geographical diversification of its assets and sales to different countries and regions collaborate to reduce this risk.

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

For cases where there is a limitation on purchased coverage, the Company uses its captive insurers to absorb some of the risks. In addition, it seeks to maintain a long-term relationship with the insurance and reinsurance market, and in all insurance lines, it works with the diversification of counterparties.

It is important to emphasize that the Company only mitigates part of the risks through insurance policies.  It applies the operational risk management methodology to prioritize the risks and, for the most relevant ones, the company develops controls and action plans to mitigate the risks.

The company faces an increase in extraction costs as reserves are reduced.

As for the risks listed above, Vale seeks to have an extensive and high quality asset base in the business in which it operates, without relying solely on certain mines, thereby, diversifying risks. The Company invests heavily in mineral exploration since, with more samples, the estimation risk is reduced. It continuously resupplies its reserve base through new projects to avoid depletion of mines. Moreover, it has a presence in several minerals and geographic locations, which also helps to diversify risks.

Labor disputes may disrupt the company’s operations from time to time.

Vale believes that staff is one of its competitive advantages, and seeks to treat all employees in the fairest possible way. Vale promotes a work environment conducive to dialogue, in which all employees are encouraged to share with their colleagues and superiors their concerns of any nature.

The company may face shortages of equipment, services and skilled personnel.

Vale works to increasingly integrate strategic planning, anticipating the demand for equipment and skilled workforce, as well as investing in strategic contracts with suppliers and initiatives to train specialized technicians, engineers and employees engaged in project implementation.

Higher costs of energy or energy shortages may adversely affect the company’s business.

In order to mitigate the risk of power outages and/or costs, the Company has developed its power generation assets based on current and projected energy needs of its mining operations in order to reduce their energy costs and minimize the risk of energy supply problems.

Price volatility — regarding US dollars - of currencies in which the company conducts its operations could adversely affect its financial condition and operating results.

Vale’s cash flow exchange exposure is assessed in conjunction with other market risk exposures - prices of products and supplies and interest rates - and mitigated when deemed necessary to support the growth plan, strategic planning and Vale’s business continuity. Various forms of mitigation may be used: financial transactions through the use of derivatives in order to hedge, committed lines of credit guaranteeing liquidity, or any strategic decisions aimed at reducing the risk of cash flow. For more details, see item 5.2 of this Reference Form.

Integration between the Company and acquisition goals that are an important part of the Company’s strategies may be more difficult than anticipated.

In order to mitigate the risk of integration, Vale works with a broad management focus on acquisitions and leverages the previously acquired knowledge.

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The company is involved in several lawsuits that may adversely affect its business, if ruling are not favorable to the Company.

Mitigation measures include the use of defenses presented by Vale based on legal opinions, consolidated legal doctrine, as well as in the predominant case law in the Superior Courts. The internal guidance and consultancy work is based on these same guidelines, sticking to the facts presented.

The Company’s governance and compliance processes cannot avoid regulatory penalties and damages to its reputation.

Vale has internal controls and mechanisms to detect control failures and obtain information on cases of breach of conduct, especially through the Whistleblower Channel.

Conditions inherent to iron ore sea transportation may affect the Company’s operations.

Vale is conducting a research program to further assess the phenomenon of liquefaction and studies to ensure the stability of ships in various situations.

The Company has a large number of subsidiaries and affiliates (as evidenced in item 8.1 of this Reference Form), and many are subject to operational and market risks similar to Vale’s own risks, which may have adverse effects on the consolidated results.

Vale applies to its subsidiaries (and encourages the use by its affiliates) rules and standards of excellence used internally, where applicable and respecting the corporate governance of each company, including in respect to risk management practices.

The increased availability of alternative sources of nickel or replacement of nickel on end-use applications may adversely affect the Company’s nickel business.

As for the risks listed above, Vale has a diversified portfolio of products and customers that allows risk diversification and, where necessary, to support the growth plan, the strategic planning and the business continuity of Vale, and may take price protective measures (see item 5.2 of this Reference Form).

The Company may be negatively affected by changes in government policies, including by the application of new taxes or royalties on mining activities.

As safety measures, Vale systematically monitors the changes previously mentioned to react quickly, when applicable, participates in discussions with the government through representative bodies of the mining sector and always seeks to operate in the most sustainable possible manner.

Environmental, health and safety regulations, including regulations relating to climate change, may affect the Company’s businesses.

Vale operates responsibly in all locations where it is present, respecting the communities and the environment. In order to be globally known as an example of excellence in the management of Health and Safety, Vale has been continually improving its systems.

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

The Company mitigates this risk, which is reflected in prices, when deemed necessary to support its growth plan, strategic planning and business continuity.

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

(I) Labor

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

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Claim n. 00329.2006.92020003

(II) Tax

The tables below present a description of individual tax cases considered relevant to the business of the company and/or its subsidiaries.  With regard to the processes listed below which challenge the taxation of profits from its affiliates abroad, it is important to notice that tax authorities may issue new tax assessments to ensure the right to collect amounts relative to 2009 and thereafter Additionally, Vale may be compelled to provide guarantees of the amounts involved in the tax assessments in the event of an unfavorable final administrative decision before it can be able to discuss the payment of taxes in Court. However, since the decision issued was favorable to Vale, in May 2012, attributing suspensive effects to the extraordinary appeal and, consequently dismissing the applicability of amounts being questioned, , there is no need to post any bond while such favorable decision is still in force and any new assessment notices shall be issued but no payment shall be required.

Due to some tax exposures involving the companies of the Vale group, the Company has allocated the amount of R$ 1,153 million, of which R$ 561 million are related to overseas companies, R$ 229 million are related to companies which control is shared and R$ 332 million are related to the Brazilian subsidiaries. Besides the processes described in items 4.3 and 4.6 of this Reference Form, Vale is also involved in other tax claims regarding which it has allocated R$ 100 million.

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1) Writ of Mandamus 2003.51.01.002937-0

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