v3.25.1
Equity
 12 Months Ended
Dec. 31, 2024
Equity  
Equity

 

21.Equity
21.1Capital stock

On December 31, 2024, the subscribed and paid capital of the Company was R$13,653,418, which is composed of 1,682,473,246 common book-entry shares with no par value. The value of the capital stock is net of the public offering expenses of R$304,262, which covers the period from 2009 to 2024.

21.1.1   Breakdown of capital stock by nature

The shareholding position of the shareholders holding more than 5% of the voting stock, management and members of the Board of Directors is presented below:

               
    12.31.24   12.31.23
Shareholders   Quantity   %   Quantity   %
Major shareholders                
Marfrig Global Foods S.A.   849,526,130   50.49     842,165,702   50.06
Salic   185,556,900   11.03     180,000,000   10.70
Kapitalo Investimentos Ltda.   -   -     107,982,757   6.42
Caixa de Previd. dos Func. do Banco do Brasil   103,328,121   6.14     103,328,121   6.14
Management                
Board of Directors   4,300   0.00    518,900   0.03
Executives    256,099   0.02    626,458   0.04
Fiscal Council    29,400   0.00   32,700   0.00
Treasury shares     61,629,171   3.66   3,817,179   0.23
Other   482,143,125   28.66     444,001,429   26.38
    1,682,473,246   100.00    1,682,473,246   100.00

 

21.1.2Roll-forward of outstanding shares

Outstanding shares are determined by the number of common shares reduced by the number of shares held in treasury.

     
  12.31.24   12.31.23
Common shares 1,682,473,246   1,682,473,246
Treasury shares (61,629,171)   (3,817,179)
Outstanding shares 1,620,844,075   1,678,656,067

 

21.2Capital reserves
         
      12.31.24   12.31.23
Capital reserves     2,763,364   2,763,364
Other equity transactions     (141,608)   (70,106)
Share-based payments     131,872     203,374
Acquisition of non-controlling interest     (273,260)   (273,260)
Capital transactions with controlled entities     (220)   (220)

 

21.3Treasury shares

The movement in treasury shares in the period ended December 31, 2024 are shown below:

       
Quantity of outstanding of shares
    12.31.24   12.31.23
Shares at the beggining of the year   3,817,179   4,356,397
Repurchase of shares    59,835,200    -
Delivery of restricted shares    (2,023,208)    (539,218)
Shares at the end of the year (1)    61,629,171   3,817,179
(1)Treasury shares are recorded at an average cost, in units of reais, of R$21.84 per share.

 

21.3.1Repurchase of shares

On December 7, 2023, the Company's Board of Directors approved the creation of a program for the acquisition of shares issued by the Company up to the limit of 14,000,000 common shares, within a maximum period of 18 months (“Program I”), which was completed on April 4, 2024.

On May 7, 2024, the Company's Board of Directors approved the creation of a new program for the acquisition of shares issued by the Company up to the limit of 14,000,000 common shares, within a maximum period of 18 months (“Program II”).

On August 14, 2024, the Company's Board of Directors authorized the acquisition of up to an additional 17,000,000 shares in addition to the amount already repurchased by the Company, with the other conditions of the Repurchase Program II remaining unchanged.

On November 13, 2024, the Company's Board of Directors authorized the acquisition of an additional 30,000,000 shares to the amount already repurchased by the Company, with the other conditions of Program II remaining unchanged.

On February 26, 2025, the Company's Board of Directors authorized the acquisition of an additional 15,000,000 to the amount already repurchased by the Company, with the other conditions of Program II remaining unchanged.

The share repurchase was as follows:

 

                           
                    2024        
    Jan - mar   Apr - jun   Jul - sep   Oct - dec   Total   Subsequent events   Total
Program I                            
Number of shares acquired   10,219,600     3,780,400    -    -   14,000,000     -   14,000,000
Average unit price (in units of reais)     13.22     16.15    -    -     14.01     -     14.01
Total value     135,095    61,042    -    -     196,137     -     196,137
Program II                            
Number of shares acquired    -     8,131,900   20,380,900   17,322,400   45,835,200   21,044,000   66,879,200
Average unit price (in units of reais)    -     18.71     24.33     25.64     23.83   19.80   23.80
Total value    -     152,138     495,847     444,120     1,092,105   416,741   1,591,575
Number of shares acquired   10,219,600   11,912,300   20,380,900   17,322,400   59,835,200   21,044,000   80,879,200
Average unit price (in units of reais)     13.22     17.90     24.33     25.64     21.53   19.80   21.08
Total value     135,095     213,180     495,847     444,120     1,288,242   416,741   1,704,983

 

21.4Shareholder’s remuneration
 
  12.31.24
Net profit 3,213,274
Legal reserve (5.0%) (160,664)
Tax incentive reserve (639,741)
Interest on shareholders' equity calculation base 2,412,869
Minimum mandatory  interest on shareholders' equity (25.0%) 603,217
Remuneration of shareholders' exceeding the mandatory minimum 542,782
Total remuneration of shareholders' in the year, as interest on shareholders' equity 1,145,999
Withholding income tax on interest on shareholders' equity (150,778)
Remuneration of shareholders', net of withholding income tax  995,221
   
Percentage of calculation base 47.5%
   
Total remuneration of shareholders' outstanding 1,145,999
Withholding income tax on interest on shareholders' equity (150,778)
Remaining amounts outstanding (1,686)
Interest on shareholders' equity outstanding 993,535

 

On December 5, 2024, a net IRRF payment of R$821,605 was made, referring to the interest on equity approved by the Board of Directors on November 13, 2024.

On December 30, 2024, a net payment of IRRF of R$173,616 was made, relating to interest on equity approved by the Board of Directors on December 4, 2024.

21.5Allocation of income
           
    Limit on   Net income for distribution   Income reserve balances
    capital %   12.31.24   12.31.24
Income for the year        3,213,274   -
Actuarial gain    -   11,978   -
Interest on shareholdes' equity    -   (1,145,999)   -
Legal reserve   20.0   (160,664)   160,664
Capital increase reserve   20.0   (482,573)   482,573
Reserve for expansion   80.0   (796,275)   796,275
Reserve for tax incentives    -   (639,741)   639,741

 

21.6Profit reserves

Legal reserve: constituted on the basis of 5.0% of net profit for the year under the terms of article 193 of Law 6.404/76, amended by Law 11.638/07, limited to 20% of share capital. On 12.31.24, the balance of this reserve corresponded to 1.0% of the share capital (nil on December 31, 2023).

Reserve for capital increase: set up on the basis of 20.0% of net profit for the year, limited to 20.0% of share capital. On December 31, 2024, the balance of this reserve corresponded to 3.6% of share capital (nil on December 31, 2023).

Reserve for expansion: set up to 50.0% of net profit for the year to meet expansion plans, limited to 80.0% of share capital. On December 31, 2024, the balance of this reserve corresponded to 6.0% of share capital (nil on December 31, 2023).

Tax incentive reserve: set up under the terms of article 195-A of Law 6.404/76, amended by Law 14.789/23, based on the value of government donations or subsidies for investments.

Accounting policy:

The distribution of interest on equity and dividends is calculated based on corporate legislation and the Company's Bylaws and Profit Allocation Policy.

For the purposes of presenting the financial statements, interest on equity is shown as an allocation of profit directly in equity.