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EQUITY | 12 Months Ended
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Dec. 31, 2021
EQUITY. |
EQUITY | NOTE 24 — EQUITY a) Capital The Board of Directors may, without need to change the bylaws, issue new shares (authorized capital), including the capitalization of profits and reserves up to the authorized limit of 1,500,000,000 common shares and 3,000,000,000 preferred shares, all without nominal value. In the case of capital increase through subscription of new shares, the right of preference shall be exercised in up to 30 days, except in the case of a public offering, when the limit is not less than 10 days. Reconciliations of common and preferred outstanding shares are presented below: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 2021 | ​ | 2020 | ​ | 2019
​ |  | Common shares |  | Preferred shares |  | Common shares |  | Preferred shares |  | Common shares |  | Preferred shares
Balance at beginning of the year |  | 571,929,945 |  | 1,129,231,487 |  | 571,929,945 |  | 1,127,010,827 |  | 571,929,945 |  | 1,124,233,755
Exercise of long-term incentive plan |  | — |  | 4,585,414 |  | — |  | 2,220,660 |  | — |  | 2,777,072
Balance at the end of the year |  | 571,929,945 | ​ | 1,133,816,901 | ​ | 571,929,945 | ​ | 1,129,231,487 | ​ | 571,929,945 | ​ | 1,127,010,827
​ As of December 31, 2021, 573,627,483 common shares and 1,146,031,245 preferred shares are subscribed and paid up, with a total capital of R$19,249,181 (net of share issuance costs). Ownership of the shares is presented below: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Shareholders
​ | ​ | 2021
Shareholders |  | Common |  | % |  | Pref. |  | % |  | Total |  | %
Metalúrgica Gerdau S.A.* |  | 557,898,901 |  | 97.3 |  | — |  | — |  | 557,898,901 |  | 32.4
Brazilian institutional investors |  | 4,363,438 |  | 0.8 |  | 232,421,779 |  | 20.3 |  | 236,785,217 |  | 13.8
Foreign institutional investors |  | 1,895,038 |  | 0.3 |  | 490,810,572 |  | 42.8 |  | 492,705,610 |  | 28.7
Other shareholders |  | 7,772,568 |  | 1.4 |  | 410,584,550 |  | 35.8 |  | 418,357,118 |  | 24.3
Treasury stock |  | 1,697,538 |  | 0.2 |  | 12,214,344 |  | 1.1 |  | 13,911,882 |  | 0.8
​ |  | 573,627,483 |  | 100.0 |  | 1,146,031,245 |  | 100.0 |  | 1,719,658,728 |  | 100.0
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Shareholders
​ | ​ | 2020
Shareholders |  | Common |  | % |  | Pref. |  | % |  | Total |  | %
Metalúrgica Gerdau S.A.* |  | 557,898,901 |  | 97.3 |  | 2,147,800 |  | 0.2 |  | 560,046,701 |  | 32.6
Brazilian institutional investors |  | 3,397,955 |  | 0.6 |  | 227,262,531 |  | 19.8 |  | 230,660,486 |  | 13.4
Foreign institutional investors |  | 3,142,148 |  | 0.5 |  | 492,076,396 |  | 42.9 |  | 495,218,544 |  | 28.8
Other shareholders |  | 7,490,941 |  | 1.3 |  | 407,744,760 |  | 35.6 |  | 415,235,701 |  | 24.1
Treasury stock |  | 1,697,538 |  | 0.3 |  | 16,799,758 |  | 1.5 |  | 18,497,296 |  | 1.1
​ |  | 573,627,483 |  | 100.0 |  | 1,146,031,245 |  | 100.0 |  | 1,719,658,728 |  | 100.0
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Shareholders
​ | ​ | 2019
Shareholders |  | Common |  | % |  | Pref. |  | % |  | Total |  | %
Metalúrgica Gerdau S.A.* |  | 557,898,901 |  | 97.3 |  | 69,852,184 |  | 6.1 |  | 627,751,085 |  | 36.5
Brazilian institutional investors |  | 3,068,614 |  | 0.5 |  | 241,698,143 |  | 21.1 |  | 244,766,757 |  | 14.2
Foreign institutional investors |  | 3,875,655 |  | 0.7 |  | 427,735,548 |  | 37.3 |  | 431,611,203 |  | 25.1
Other shareholders |  | 7,086,775 |  | 1.2 |  | 387,724,952 |  | 33.8 |  | 394,811,727 |  | 23.0
Treasury stock |  | 1,697,538 |  | 0.3 |  | 19,020,418 |  | 1.7 |  | 20,717,956 |  | 1.2
​ |  | 573,627,483 |  | 100.0 |  | 1,146,031,245 |  | 100.0 |  | 1,719,658,728 |  | 100.0
* | Metalurgica Gerdau S.A. is the controlling shareholder and Indac – Ind. e Com. S.A. (holding of Gerdau’s family) is the utltimate controlling shareholder of the Company.
Preferred shares do not have voting rights and cannot be redeemed but have the same rights as common shares in the distribution of dividends and priority in the capital distribution in case of liquidation of the Company. b) Treasury stocks Changes in treasury stocks are as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 2021
​ |  | Common shares |  | R$ |  | Preferred shares |  | R$
Opening balance |  | 1,697,538 |  | 557 |  | 16,799,758 |  | 228,752
Exercise of long-term incentive plan |  | — |  | — |  | (4,585,414) |  | (76,900)
Closing balance |  | 1,697,538 |  | 557 |  | 12,214,344 |  | 151,852
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 2020
​ |  | Common shares |  | R$ |  | Preferred shares |  | R$
Opening balance |  | 1,697,538 |  | 557 |  | 19,020,418 |  | 241,985
Exercise of long-term incentive plan |  | — |  | — |  | (2,220,660) |  | (13,233)
Closing balance |  | 1,697,538 |  | 557 |  | 16,799,758 |  | 228,752
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 2019
​ |  | Common shares |  | R$ |  | Preferred shares |  | R$
Opening balance |  | 1,697,538 |  | 557 |  | 21,797,490 |  | 279,869
Exercise of long-term incentive plan |  | — |  | — |  | (2,777,072) |  | (37,884)
Closing balance |  | 1,697,538 |  | 557 |  | 19,020,418 |  | 241,985
​ These shares are held in treasury for subsequent cancellation, selling in the market or to be granted under the long-term incentive plan of the Company. The average acquisition cost of these shares was R$12.43 during 2021 (R$13.62 and R$12.72 during the years ended on December 31, 2020 and 2019, respectively). c) Capital reserves — consists of premium on issuance of shares. d) Retained earnings I) Legal reserves — under Brazilian Corporate Law, the Company must transfer 5% of the annual net income determined on its statutory books in accordance with Brazilian accounting practices to the legal reserve until this reserve equals 20% of the paid-in capital. The legal reserve can be utilized to increase capital or to absorb losses but cannot be used for dividend purposes. II) Tax incentives reserve — under Brazilian Corporate Law, the Company may transfer to this account part of net income resulting from government benefits which can be excluded from the basis for dividend calculation. III) Investments and working capital reserve — consists of earnings not distributed to shareholders and includes the reserves required by the Company’s by-laws. The Board of Directors may propose to the shareholders the transfer of at least 5% of the profit for each year determined in its statutory books in accordance with accounting practices adopted in Brazil to this reserve. Amount can be allocated to the reserve only after the minimum dividend requirements have been met and its balance cannot exceed the amount of paid-in capital. The reserve can be used to absorb losses, if necessary, for capitalization, for payment of dividends or for the repurchase of shares. e) Operations with non-controlling interests — Corresponds to amounts recognized in equity from changes in non-controlling interests. ​ The effects of interest changes in subsidiaries for the years presented are composed of: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2021
​ | ​ | Attributed to parent | ​ | Non-controlling | ​ | ​
​ |  | company’s interest |  | interests |  | Total
(i) Other changes |  | — |  | (18,962) |  | (18,962)
Effects of interest changes in subsidiaries |  | — |  | (18,962) |  | (18,962)
​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2020
​ | ​ | Attributed to parent | ​ | Non-controlling | ​ | ​
​ |  | company’s interest |  | interests |  | Total
(i) Other changes |  | — |  | 12,776 |  | 12,776
Effects of interest changes in subsidiaries |  | — |  | 12,776 |  | 12,776
​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2019
​ | ​ | Attributed to parent | ​ | Non-controlling | ​ | ​
​ |  | company’s interest |  | interests |  | Total
(i) Other changes |  | — |  | (1,586) |  | (1,586)
Effects of interest changes in subsidiaries |  | — |  | (1,586) |  | (1,586)
(i) Other changes in subsidiaries without losing control, which may include among others, capital increases, other acquisitions of interests and dilutions of any nature. f) Other reserves - Include: gains and losses on available for sale securities, gains and losses on net investment hedge, gains and losses on derivatives accounted as cash flow hedge, cumulative translation adjustments and expenses recorded for stock option plans. g) Dividends and interest on capital - the shareholders have a right to receive a minimum annual mandatory dividend equal to 30% of adjusted net income as determined in its corporate records. The Company calculates interest on shareholders´ capital in accordance with the terms established by Law 9249/95. The corresponding amount was recorded as a financial expense for tax purposes. For presentation purposes, this amount was recorded as dividends and did not affect net income. ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2021 |  | 2020 |  | 2019
Net income |  | 15,494,111 |  | 2,365,763 |  | 1,203,736
Constitution of legal reserve | ​ | (756,334) | ​ | (109,649) | ​ | (55,876)
Constitution of the tax incentives reserve | ​ | (367,430) | ​ | (172,792) | ​ | (86,216)
Net income before dividends and interest on capital | ​ | 14,370,347 | ​ | 2,083,322 | ​ | 1,061,644
Dividends and interest on capital | ​ | (5,014,450) | ​ | (714,487) | ​ | (356,539)
Dividend - adjustment in excess of the minimum estatutory undistributed | ​ | (341,150) | ​ | — | ​ | —
Net income before constitution of investments and working capital reserve | ​ | 9,014,747 | ​ | 1,368,835 | ​ | 705,105
​ | ​ | ​ | ​ | ​ | ​ | ​
Constitution of investments and working capital reserve | ​ | (9,014,747) | ​ | (1,368,835) | ​ | (705,105)
​ The dividends for the years 2021, 2020 and 2019 are presented below: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Dividends and interest on capital in the years
​ |  | ​ |  | ​ |  | Outstanding shares |  | ​ |  | ​ |  | ​ |  | ​ |  | ​
Period | ​ | Nature | ​ | R$ /share | ​ | (thousands) | ​ | Credit | ​ | Payment | ​ | 2021 | ​ | 2020 | ​ | 2019
1st quarter | ​ | Dividends | ​ | 0.40 | ​ | 1,705,338 | ​ | 5/14/2021 | ​ | 5/26/2021 | ​ | 682,199 | ​ | — | ​ | 118,803
2nd quarter |  | Dividends |  | 0.54 |  | 1,705,576 |  | 8/16/2021 |  | 8/26/2021 |  | 921,011 |  | — |  | 118,817
3rd quarter |  | Interest |  | 0.38 |  | 1,705,582 |  | 9/27/2021 |  | 11/16/2021 |  | 648,122 |  | — |  | —
3rd quarter |  | Interest |  | 0.20 |  | 1,705,630 |  | 11/5/2021 |  | 11/16/2021 |  | 341,126 |  | — |  | —
3rd quarter |  | Dividends |  | 1.42 |  | 1,705,628 |  | 11/5/2021 |  | 11/16/2021 |  | 2,421,992 |  | 204,139 |  | 67,951
4th quarter |  | Dividends |  | 0.20 |  | 1,705,747 |  | 3/7/2022 |  | 3/16/2022 |  | 341,150 |  | — |  | 50,968
4th quarter | ​ | Interest | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | — | ​ | 510,348 | ​ | —
Proposed Interest and Dividends | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 5,355,600 | ​ | 714,487 | ​ | 356,539
Credit per share (R$) |  |  |  |  |  |  |  |  |  |  |  | 3.14 |  | 0.42 |  | 0.21
​ |  |  |  |  |  |  |  |  |  |  |  | ​ |  | ​ |  | ​
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