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SHAREHOLDERS’ EQUITY
 12 Months Ended
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:

 

                       
            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:

 

                                   
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:

 

         
  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.