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SHAREHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2023
Disclosure of classes of share capital [abstract]  
SHAREHOLDERS' EQUITY
25.    SHAREHOLDERS’ EQUITY
25.1.Share capital
On December 31, 2023, Suzano’s share capital was R$9,269,281 divided into 1,324,117,615 common shares, all nominative, book-entry shares without par value. Expenses related to the public offering were R$33,735, totaling a net share capital of R$9,235,546. The breakdown of the share capital is as set out below:
December 31,
2023
December 31,
2022
Quantity(%)Quantity(%)
Controlling Shareholders
Suzano Holding S.A.367,612,329 27.76 367,612,329 27.01 
Controller196,065,636 14.81 195,064,797 14.33 
Managements and related persons32,105,783 2.42 34,102,309 2.51 
Alden Fundo de Investimento em Ações26,154,744 1.98 26,154,744 1.91 
621,938,492 46.97 622,934,179 45.76 
Treasury (Note 25.5)34,765,600 2.63 51,911,569 3.81 
Other shareholders667,413,523 50.40 686,417,836 50.43 
1,324,117,615 100.00 1,361,263,584 100.00 
For the year ended December 31, 2023, SUZB3 common shares were quoted at R$55.63 (fifty-five reais and sixty-three cents) (R$48.24 (forty-eight reais and twenty-four cents)) on December 31, 2022).
25.2.Dividends and reserve calculations
The Company’s bylaws establishes that the minimum annual dividend shall be the lower of:
(i)25% of the 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 (“GCO”) for the year.
In the year ended December 31, 2023, based on the criteria defined in the bylaws, mandatory minimum dividends were determined in accordance with item (ii) above, as set forth below:
December, 31 2023December, 31 2022
Accounting EBITDA19,537,398 29,630,671 
Non-recurring and/or non-cash items(1,264,428)(1,435,769)
Adjusted EBTIDA18,272,970 28,194,902 
Capex Maintenance (Sustain)(6,706,367)(5,631,234)
GCO = Adjusted EBTIDA - Capex Maintenance11,566,603 22,563,668 
Dividends (10%) - Art. 26, "c" of the Bylaws 1,156,660 2,256,367 
Interest on own capital distributed and dividends (1)
1,500,000 2,350,000 
Withholding income tax(190,119) 
Interest on own capital distributed in excess (2)
(153,221) 
Additional dividends (93,633)
(1)On December 31, 2023, refers to Interest on own capital (Note 1.2.7).
(2)Considering that the distribution of Interest on own capital in the year ending in 2023 exceeded the minimum mandatory dividends, the Company does not expect to propose additional dividends at the next shareholders' meeting.
25.3.Reserves
25.3.1.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 redemptions, reimbursements and purchases of shares.
25.3.2.Income reserves
Reserves 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: measured based on 5% (five percent) of the 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 increases, and aims to ensure the integrity of the share capital. For the year ended December 31, 2023, the balance of this reserve is R$1,847,109 (R$1,404,099 as of December 31, 2022).
(ii)Capital increase: measured on the basis of up to 90% (ninety percent) of the remaining balance of the net income for the year, 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 the Company has adequate operating conditions. For the year ended December 31, 2023, the balance of this reserve is R$15,670,952 (R$19,732,050 as of December 31, 2022).
(iii)Special statutory: measured on the 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 distribution of dividends, up to the limit of 20% of the share capital. For the year ended December 31, 2023, the balance of this reserve is R$1,887,576 and (R$2,192,442 as of December 31, 2022).
(iv)Tax incentives: it is measured as specified in Article 195-A of Brazilian Law No. 6,404/76, modified by Brazilian Law No. 11,638/07 and based on a proposal by the management bodies, it will allocate the portion of net income arising from donations or government grants for investment, which are 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 by a loss; (ii) would have been recognized in previous years, if profits had been recorded; and (iii) in the current year. For the year ended December 31, 2023, the balance of this reserve is R$998,237 (R$879,278 as of at December 31, 2022).
(v)Investment reserve: constituted in accordance with article 196 of Law No. 6,404/76, modified by Law No. 11,638/07, profit retention is carried out based on a capital budget. This practice aims to meet the needs of the Company's investment plan, previously approved at the Ordinary General Meeting. In the year ended December 31, 2023, the balance of this reserve is R$14,972,324.
The next shareholders' meeting will deliberate on the accumulated income reserve balance that exceeds the limit established in the Company’s bylaws.
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:
Debenture conversion 5th issueActuarial lossExchange variation and fair value of financial assetsExchange variation on conversion of financial statements of foreign subsidiariesDeemed costTotal
Balances at December 31, 2021(45,746)(137,191)7,844 252,311 2,037,689 2,114,907 
Actuarial loss (7,608)   (7,608)
Loss on conversion of financial assets and fair value  (5,681)  (5,681)
Loss on conversion of financial statements and on foreign investments   (249,093) (249,093)
Partial realization of deemed cost, net of taxes    (133,009)(133,009)
Balances at December 31, 2022(45,746)(144,799)2,163 3,218 1,904,680 1,719,516 
Actuarial loss (84,828)   (84,828)
Loss on conversion of financial assets and fair value  (865)  (865)
Gain on conversion of financial statements and on foreign investments   5,178  5,178 
Partial realization of deemed cost, net of taxes    (100,705)(100,705)
Balances at December 31, 2023(45,746)(229,627)1,298 8,396 1,803,975 1,538,296 
25.5.Treasury shares
In the year ended December 31, 2023, , the Company had 34,765,600 (51,911,569 as of December 31, 2022) of treasury shares, with an average cost of R$42.69 (forty-two reais and sixty-nine cents) (R$40.84 forty reais and eighty-four cents as of December 31, 2022) per share, with a historical value of R$1,484,014 (R$2,120,324 as of December 31, 2022) and the fair value corresponding to R$1,934,010 (R$2,504,214 as of December 31, 2022).
On February 28, 2023, 37,145,969 common shares were cancelled, as described in Note 1.2.5.
In the year ended December 31, 2023, the Company had repurchased 20,000,000 common shares with a total of R$880,914, at an average cost of R$44.05.
QuantityAverage cost per shareHistorical valueMarket value
Balances at December 31, 202112,042,004 18.13 218,265 656,530 
Exercised(130,435)18.13 (2,365)(8,156)
Repurchase40,000,000 47.61 1,904,424 1,904,424 
Balances at December 31, 202251,911,569 40.84 2,120,324 2,504,214 
Repurchase20,000,000 44.05 880,914 880,914 
Canceled(37,145,969)40.84 (1,517,224)(1,570,532)
Balances at December 31, 202334,765,600 42.69 1,484,014 1,934,010 
25.6.Distribution of results
Limit on share capital%Distribution of resultsReserve balances
December 31, 2023December 31, 2022December 31, 2023December 31, 2022
Realization of deemed cost, net of taxes (100,705)(133,009)  
Tax incentive reserve 118,959 66,871 998,237 879,278 
Legal reserve20 %443,010 1,169,080 1,847,109 1,404,099 
Capital increase reserve80 %10,911,226 17,937,885 15,670,952 19,732,050 
Special statutory reserve20 %1,212,358 1,993,098 1,887,576 2,192,442 
Investment reserve   14,972,324  
Capital reserve   26,744 18,425 
Unclaimed dividends forfeited  (2,308)  
Proposed minimum mandatory dividends  2,256,367   
Proposed additional dividend  93,633   
Interest on own capital 1,500,000    
14,084,848 23,381,617 35,402,942 24,226,294