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EQUITY
 12 Months Ended
Dec. 31, 2024
Notes and other explanatory information [abstract]  
EQUITY

 

23.EQUITY

 

23.a)Paid-in capital and authorized capital

 

The fully subscribed and paid-in share capital as of December 31, 2024, and December 31, 2023, is R$ 10,240,000 divided into 1,326,093,947 common and book-entry shares, with no par value. Each common share entitles to one vote in the resolutions of the General Meeting.

 

The Company's bylaws in force on December 31, 2024, 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 statutory reform.

 

23.b)Capital reserve

 

It is constituted by gains on the sale of subsidiaries’ interest and treasury shares, and, reflex treasury shares acquired by controlled.

 

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, 2024 and 2023, the Company’s ownership structure was as follows:

 

                       
            12/31/2024           12/31/2023
    Number of common shares   % of total shares   % of voting capital   Number of common shares   % of total shares   % of voting capital
Vicunha Aços S.A. (*)   552,412,693   41.66%   41.66%   543,617,803   40.99%   40.99%
Rio Iaco Participações S.A. (*)   45,706,242   3.45%   3.45%   45,706,242   3.45%   3.45%
CFL Ana Participações S.A. (*)   132,523,251   9.99%   9.99%   135,904,451   10.25%   10.25%
NYSE (ADRs)   283,799,438   21.40%   21.40%   273,702,845   20.64%   20.64%
Other shareholders   311,652,323   23.50%   23.50%   327,162,606   24.67%   24.67%
Outstanding shares      1,326,093,947   100.00%   100.00%      1,326,093,947   100.00%   100.00%
(*) Controlling group companies.

 

On March 30, 2023, a Equity Restructuring agreement was executed between Rio Purus Participações S.A., shareholders who directly and indirectly hold the entirety of Vicunha Aços S.A. ("Vicunha Aços") shares and CFL Participações S.A. ("CFL"). Thus, the implementation of such transaction resulted in the ownership of CFL Ana Participações S.A. (“CFL Ana”), a subsidiary of CFL, of 135,904,451 common, book-entry shares with no par value issued by CSN, representing on that date 10.25% of the Company's share capital.

 

On June 20, 2024, CFL informed the Company about the disposal by CFL Ana of common shares issued by CSN. CSN, in turn, informed the market about the sale of a relevant equity interest on that same date, informing that CFL Ana's interest became 132,523,251 common shares, representing its 9.99% of the share capital, according to correspondence received.

 

On December 2, 2024, Vicunha Aços informed the Company about the acquisition of common shares issued by CSN. CSN, in turn, informed the market about the acquisition of a relevant equity interest the following day, informing that Vicunha Aços' interest now represents 41.66% of the share capital, according to correspondence received.

 

23.e)Earnings/(Loss) per share

 

The earnings/(loss) per share are shown below:

 

           
  12/31/2024   12/31/2023   12/31/2022
  Common Shares
Earnings/(Loss) for the year  (2,591,851)   (318,206)   1,554,060
Weighted average number of shares 1,326,093,947   1,326,093,947   1,327,028,614
Basic and diluted loss per share (1.95450)   (0.23996)    1.17108

 

23.f)Othercomprehensive income

 

These are the accumulated conversion adjustments, acturial gains over pension plans, and the unrealized results with derivative financial instruments, such as equity valuation adjustments. The amount represents an accumulated balance of loss on December 31, 2024, of R$ 1,824,917 (R$ 1,156,719 of gain, on December 31, 2023).

 

 

 

Accounting Policy

 

Share Capital

 

Incremental costs directly attributable to the issuance of new shares or options are stated in shareholders' equity as a deduction from the amount raised, net of taxes.

 

Earnings/(Loss) per share

 

The basic earnings/loss per share is calculated through the net profit/loss for the year attributable to the Company's controlling shareholders and the weighted average of the common shares outstanding in the respective year. The diluted earnings/loss per share is calculated by means of said average of the outstanding shares, adjusted by the instruments potentially convertible into shares, with dilutive effect, in the years presented. The Company has no potential instruments convertible into shares and, consequently, the diluted profit/loss per share is equal to the basic earnings/loss per share.

 

Treasury shares

 

When any company in the group buys shares of the Company's capital (treasury shares), the amount paid, including any directly attributable additional costs (net of income tax), is deducted from the shareholders' equity attributable to the Company's shareholders until the shares are canceled or sold. When these shares are subsequently sold, any amount received, net of any directly attributable transaction costs and respective income tax and social contribution effects, is included in shareholders' equity attributable to the Company's shareholders.

 

Transactions and non-controlling interests

 

The Company treats transactions with non-controlling interests as transactions with the Company's asset owners. For purchases of non-controlling interests, the difference between any consideration paid and the acquired portion of the book value of the subsidiary's net assets is recorded in shareholders' equity. Gains or losses on disposals to non-controlling interests are also recorded directly in shareholders' equity.

 

When the Company ceases to have control, any interest retained in the entity is remeasured to its fair value, and the change in book value is recognized in profit or loss. Fair value is the initial carrying amount for 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 relating to that entity are accounted for as if the Company had directly disposed of the related assets or liabilities. This means that amounts previously recognized in other comprehensive income are reclassified to profit or loss.