Vale S.A. — Regulatory Filings 2011

Feb 1, 2011

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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 January 2011

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.)

(Check One) Form 20-F þ 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 þ

(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 þ

(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 þ

(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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Press Release
Signature Page

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link1 "Press Release"

Vale proposes US$ 4 billion for 2011 minimum dividend

Rio de Janeiro, January 31, 2011 – Vale S.A. (Vale) announces that its Executive Board has approved and will submit to the Board of Directors a proposal for the distribution of a minimum dividend of US$ 4 billion in 2011, equivalent to US$ 0.766536226 per share for both common and preferred shares outstanding, to be distributed in two installments, on April 29 and October 31, 2011.

The Board of Directors will evaluate the proposal submitted by senior management, regarding each installment, in the meetings scheduled for April 13 and October 14, 2011.

If the proposal is approved by our Board of Directors, the payment of each installment will be made in Brazilian reais, calculated on the basis of the Brazilian real/US dollar exchange rate (Ptax – option 5) published by the Central Bank of Brazil on the business day prior to the Board of Directors meeting that approves the dividend proposal.

The minimum dividend of US$ 4 billion represents an increase of 60% compared to the minimum dividend announced in 2010. Considering the extraordinary dividend of US$ 1 billion being distributed today, the total minimum dividend in 2011 will be 66.7% higher than the amount distributed last year, US$ 3.0 billion.

The proposed minimum dividend is consistent with Vale’s financial policy, which aims to provide a strong support to the exploitation of profitable growth opportunities alongside the preservation of a sound balance sheet.

For further information, please contact: +55-21-3814-4540 Roberto Castello Branco: roberto.castello.branco@vale.com Viktor Moszkowicz: viktor.moszkowicz@vale.com Carla Albano Miller: carla.albano@vale.com Andrea Gutman: andrea.gutman@vale.com Fernando Frey: fernando.frey@vale.com Marcio Loures Penna: marcio.penna@vale.com Samantha Pons: samantha.pons@vale.com Thomaz Freire: thomaz.freire@vale.com

This press release may include declarations about Vale’s expectations regarding future events or results. All declarations based upon future expectations, rather than historical facts, are subject to various risks and uncertainties. Vale cannot guarantee that such declarations will prove to be correct. These risks and uncertainties include factors related to the following: (a) the countries where Vale operates, mainly Brazil and Canada; (b) the global economy; (c) capital markets; (d) the mining and metals businesses and their dependence upon global industrial production, which is cyclical by nature; and (e) the high degree of global competition in the markets in which Vale operates. To obtain further information on factors that may give rise to results different from those forecast by Vale, please consult the reports filed with the Brazilian Comissão de Valores Mobiliários (CVM), the French Autorité des Marchés Financiers (AMF), and with the U.S. Securities and Exchange Commission (SEC), including Vale’s most recent Annual Report on Form 20F and its reports on Form 6K.

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link1 "Signature Page"

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.

Date: January 31, 2011
By:	/s/ Roberto Castello Branco
	Roberto Castello Branco
	Director of Investor Relations

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