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SHAREHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2021
SHAREHOLDERS' EQUITY  
SHAREHOLDERS' EQUITY

25.

SHAREHOLDERS’ EQUITY

25.1

Share capital

For the year ended December 31, 2021, the Suzano’s share capital is R$9,269,281 divided into 1,361,263,584 common shares, all nominative, book-entry shares without par value. The share capital is net of the public offering expenses of R$33,735.

The breakdown of the share capital is set forth below:

Ordinary

    

Quantity

    

(%)

Controlling Shareholders

Suzano Holding S.A.

367,612,329

27.01

Controller

194,809,797

14.31

Managements and related persons

33,800,534

2.48

Alden Fundo de Investimento em Ações

26,154,744

1.92

622,377,404

45.72

Treasury

12,042,004

0.88

Other shareholders

726,844,176

53.40

1,361,263,584

100.00

By resolution of the Board of Directors, the share capital may be increased, irrespective of any amendment to the Bylaws, up to the limit of 780,119,712 common shares, all exclusively book-entry shares.

For the year ended  December 31, 2021, SUZB3 common shares ended the year quoted at R$60.11 (sixty Brazilian Reais and eleven cents) (R$58.54 (fifty-eight Brazilian Reais and fifty-four cents) on December 31, 2020).

25.2

Dividends and reserve calculations

The Company´s bylaws establishes that the minimum annual dividend is the lowest value between:

(i)25% of adjusted net income for the year pursuant to Article 202 of Brazilian Law nº.6,404/76, or
(ii)10% of the Company’s consolidated operating cash generation for the year.

In the year ended December 31, 2021, based on the criteria defined in the bylaws, mandatory minimum dividends were determined in accordance with item (i) above, as well as the reserves, as set forth below:

    

December, 31 2021

Net income for the year

 

8,626,386

Accumulate losses absorption

 

(3,926,015)

Net income for the year after Accumulate losses absorption

 

4,700,371

Accrual of legal reserve – 5%

235,019

Accrual of reserve for tax incentives

 

812,909

Minimum mandatory dividends base

 

3,652,443

Proposed minimum mandatory dividends – 25%

913,111

Partial realization of deemed cost, net of tax effects

 

(140,515)

Reserve for the distribution of dividends

 

86,889

Remaining result

 

2,792,958

Reserve for capital increase – 90%

2,513,663

Special statutory reserve – 10%

279,295

The Company proposes the distribution of dividends in excess of the minimum mandatory dividends, as provided for in its Bylaws, which for the year ended December 31, 2021 are R$86,889, classified as a reserve for the distribution of dividends.

As disclosed in note 32.1, the Company approved on January 7, 2022, the payment of interim dividends in the amount of R$1,000,000, paid on January 27, 2022, which will be attributed to the mandatory minimum dividend for the year ended December 31, 2021.

In the year ended December 31, 2020, no dividends were distributed, due to the loss in the year.

25.3

Reserves

25.3.1

Income reserve

They are constituted by the allocation of the Company's profits, after the allocation for the payment of the minimum mandatory dividends and after the allocation to the various profit reserves, as set forth below:

(i)legal: it is measured based on 5% (five percent) of net profit of each fiscal year as specified in article 193 of Brazilian Law nº.6,404/76, which shall not exceed 20% (twenty percent) of the share capital, whereas in the year in which the balance of the legal reserve plus the capital reserve amounts exceeds 30% (thirty percent) of the share capital, the allocation of part of the profit will not be mandatory. The use of this reserve is restricted to loss compensation and capital increase and aims to ensure the integrity of the share capital. For the year ended December 31, 2021, the balance of this reserve is R$235,019 and as of December 31, 2020,there was no balance  due to its full absorption.
(ii)capital increase: it is measured basis of up to 90% (ninety percent) of the remaining balance of net income for the year and limited to 80% (eighty percent) of the share capital, pursuant to the Company's Bylaws, after the allocation to the legal reserve and minimum mandatory dividends. The constitution of this reserve aims to ensure to the Company adequate operating conditions. For the year ended December 31, 2021, the balance of this reserve is R$2,513,663 and as of December 31, 2020, there was no balance due to its full absorption.
(iii)special statutory: it is measured basis of up to 10% (ten percent) of the remaining balance of net income for the year and aims to ensure the continuity of the semiannual distribution of dividends, up to the limit of 20% (twenty percent) of the share capital. For the year ended December 31, 2021, the balance of this reserve is R$279,295 and as of December 31, 2020, there was no balance due to its full absorption.
(iv)tax incentives: it is measured as specified in article 195-A of the Brazilian Law No. 6,404/76, modified by Brazilian Law nº.11,638/07 and at the proposal of the management bodies, it will allocate the portion of net income arising from donation or the amounts of government grants for investment, being excluded from the calculation basis of the mandatory dividend. Pursuant to article 30 of Law No. 12,973/14 and article 19 of Decree No. 1,598/77, the Company, based on the profit for the year, constituted its tax incentive reserve, including the incentives that (i) were absorbed with a loss, (ii) would have been recognized in previous years, if profit had been recorded and (iii) in the current year. For the year ended December 31, 2021, the balance of this reserve is R$812,909 and as of December 31, 2020, there was no balance due to its full absorption.

25.3.2

Capital reserve

They consist of amounts received by the Company arising from transactions with shareholders that do not pass through the income statement and may be used to absorb losses when they exceed profit reserves and redemption, reimbursement and purchase of shares.

In the year ended December 31, 2021, there was no balance in this reserve due to its full absorption in the previous year.

25.4

Other reserves

These are changes that occur in shareholders' equity arising from transactions and other events that do not originate with shareholders and are disclosed net of tax effects, as set forth below:

Exchange

Exchange

variation on

variation

conversion of

and fair

financial

Debenture

value of

statements of

    

conversion

    

    

financial

    

foreign

    

Deemed

    

5th issue

Actuarial loss

assets

subsidiaries

cost

Total

Balance at December 31, 2019

(45,746)

(194,118)

2,360

209,987

2,248,858

2,221,341

Actuarial loss

(22,037)

(22,037)

Gain on conversion of financial asset and fair value

4,151

4,151

Loss on conversion of financial statements and on foreign investments

(2,857)

(2,857)

Partial realization of deemed cost, net of taxes

(70,654)

(70,654)

Balance at December 31, 2020

(45,746)

(216,155)

6,511

207,130

2,178,204

2,129,944

Actuarial gain

78,964

78,964

Gain on conversion of financial asset and fair value

1,333

1,333

Gain on conversion of financial statements and on foreign investments

45,181

45,181

Partial realization of deemed cost, net of taxes

(140,515)

(140,515)

Balance at December 31, 2021

(45,746)

(137,191)

7,844

252,311

2,037,689

2,114,907

25.5

Treasury shares

As of December 31, 2021, the Company has 12,042,004 common shares of own issuance held in treasury, with an average cost of R$18.13 (eighteen Brazilian Reais and thirteen cents) per share, with historical value of R$218,265 and market value corresponding to R$723,845. For the year ended December 31, 2021 and 2020, there was no movement of purchase or sale.

    

    

Average cost

    

Historical

    

Market

Quantity

per share

value

value

Balance at December 31, 2019

12,042,004

18.13

218,265

477,827

Balance at December 31, 2020

12,042,004

18.13

218,265

704,939

Balance at December 31, 2021

12,042,004

18.13

218,265

723,845

25.6

Distribution of results

Reserve

Limit on

Distribution of results

balances

    

share

    

December 31,

December 31,

December 31,

December 31,

capital%

2021

    

2020

    

2021

    

2020

Realization of deemed cost, net of taxes

(140,515)

(70,654)

Tax incentive reserve

812,909

812,909

Legal reserve

20%

235,019

(317,144)

235,019

Capital increase reserve

80%

2,513,663

2,513,663

Special statutory reserve

279,295

279,344

Capital reserve

(6,410,885)

15,455

10,612

Unclaimed dividends forfeited

130

Reserve for the distribution of dividends

86,889

86,889

Proposed minimum mandatory dividends

913,111

4,700,371

(6,798,553)

3,943,279

10,612