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SHAREHOLDERS’ EQUITY | 12 Months Ended
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Dec. 31, 2022
Shareholders Equity |
SHAREHOLDERS’ EQUITY |
| 23. | SHAREHOLDERS’ EQUITY
| 23.a) | Paid-in capital
The fully subscribed and paid-in capital as of December 31, 2022 is R$10,240,000, divided into 1,326,093,947 common and book-entry shares (as of December 31, 2021 R$10,240,000 divided into 1,387,524,047 common and book-entry shares), with no par value. Each common share entitles to one vote in the resolutions of the General Meeting.
| 23.b) | Authorized capital
The Company’s bylaws in effect on December 31, 2022 define that the share capital may be increased to up to 2,400,000,000 shares, by decision of the Board of Directors, regardless of amendments to the bylaws.
| 23.c) | Legal reserve
It is constituted at the rate of 5% of the net income calculated in each fiscal year, before any other allocation, pursuant to art. 193 of Law 6,404/86, up to a limit of 20% of the capital stock.
| 23.d) | Ownership structure
As of December 31, 2022 and 2021, the Company’s ownership structure was as follows:
Schedule of ownership structure |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | 12/31/2022 |  |  |  |  |  | 12/31/2021
|  | Number of common shares |  | % of total shares |  | % of voting capital |  | Number of common shares |  | % of total shares |  | % of voting capital
Vicunha Aços S.A. (*) |  | 679,522,254 |  | 51.24% |  | 51.24% |  | 679,522,254 |  | 48.97% |  | 50.65%
Rio Iaco Participações S.A. (*) |  | 45,706,242 |  | 3.45% |  | 3.45% |  | 45,706,242 |  | 3.29% |  | 3.41%
NYSE (ADRs) |  | 254,520,040 |  | 19.19% |  | 19.19% |  | 250,564,538 |  | 18.06% |  | 18.67%
Other shareholders |  | 346,345,411 |  | 26.12% |  | 26.12% |  | 365,941,013 |  | 26.38% |  | 27.27%
Outstanding shares |  | 1,326,093,947 |  | 100.00% |  | 100.00% |  | 1,341,734,047 |  | 96.70% |  | 100.00%
Treasury shares |  |  |  |  |  |  |  | 45,790,000 |  | 3.30% |  |
Total shares |  | 1,326,093,947 |  | 100.00% |  |  |  | 1,387,524,047 |  | 100.00% |  |
(*) |  | Controlling group companies.
| 23.e) | Treasury shares
As of December 31, 2022, the position of treasury shares was as follows:
Schedule of treasury shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Program |  | Board’s Authorization |  | Authorized quantity |  | Program period |  | Average buyback price |  | Minimum and maximum buyback price |  | Number bought back |  | Share cancelation |  | Sale of shares |  | Balance in treasury
|  | 04/20/2018 |  | 30,391,000 |  | From 4/20/2018 to 4/30/2018 |  | Not applicable |  | Not applicable |  |  |  |  |  | 22,981,500 |  | 7,409,500
1º |  | 06/21/2021 |  | 24,154,500 |  | From 06/22/2021 to 12/22/2021 |  | R$ 21.82 |  | R$20,06 and R$23,22 |  | 24,082,000 |  |  |  |  |  | 31,491,500
2º |  | 6/12/2021 |  | 30,000,000 |  | From 12/07/2021 to 6/30/2022 |  | R$ 25.00 |  | R$17,20 and R$26,76 |  | 29,938,600 |  |  |  |  |  | 61,430,100
|  | 05/18/2022 |  |  |  |  |  | Not applicable |  | Not applicable |  |  |  | 61,430,100 |  |  |  |
3º |  | 05/18/2022 |  | 58,000,000 |  | From 05/19/2022 to 05/18/2023 |  |  |  |  |  |  |  |  |  |  |  |
At a Board of Directors Meeting held on May 18, 2022, the Company approved (i) the closing of the share repurchase program, (ii) cancellation of 61,430,100 common shares held in treasury with no change in the Company's capital stock, which is now represented by 1,326,093,947 common book-entry shares without nominal value.
| 23.f) | Earnings per share
The earnings per share are shown below:
Schedule of earning per share |  |  |  |  |
| 12/31/2022 |  | 12/31/2021 |  | 12/31/2020
| Common Shares
Profit for the year | 1,554,060 |  | 12,258,628 |  | 3,794,295
Weighted average number of shares | 1,327,028,614 |  | 1,376,362,149 |  | 1,380,114,547
Basic and diluted earnings per share | 1.17108 |  | 8.90654 |  | 2.74926
Accounting Policy
Share capital Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the amount raised, net of taxes. Earnings (loss) per share Basic earnings (loss) per share is calculated using the net income (loss) for the year attributable to the Company’s controlling shareholders and the weighted average number of outstanding common shares in the respective period. Diluted earnings (loss) per share is calculated using the aforementioned average of outstanding shares, adjusted by instruments potentially convertible into shares, with a dilutive effect, in the periods presented. The Company does not have potential instruments convertible into shares and, consequently, the diluted and basic earnings (loss) per share are the same. Treasury shares When the Company purchases shares of the capital stock of the Company itself (treasury shares), the amount paid, including any directly attributable additional costs (net of income tax), is deducted from the equity attributable to the shareholders of the Company until the shares are canceled or disposed of. When such shares are subsequently disposed of, any amounts received, net of any directly attributable additional transaction costs and the respective income tax and social contribution effects, are included in the equity attributable to the Company’s shareholders. Result per share Basic and diluted earnings (loss) per share was calculated based on the profit attributable to CSN’s controlling shareholders divided by the weighted average number of common shares outstanding during the period, excluding common shares purchased and held as treasury shares. The Company does not hold potential dilutable common shares in circulation that could result in the dilution of earnings per share. Non-controlling interest and transactions The Company considers transactions with non-controlling interests as transactions with owners of the Company’s assets. For non-controlling interests, the difference between any consideration paid and the acquired portion of the carrying amount of the subsidiary’s net assets is recorded in equity. Gains or losses on disposals for non-controlling interests are also recorded directly in equity. When the Company ceases to have control, any interest held in the entity is remeasured at fair value, with the change in carrying amount recognized in the income statement. The fair value is the initial carrying amount for the subsequent accounting of the retained interest in an associate, a joint venture or a financial asset. In addition, any amounts previously recognized in other comprehensive income related to that entity are accounted for as if the Company had directly disposed of the related assets or liabilities. This means that the amounts previously recognized in other comprehensive income are reclassified to income.

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