Shareholding structure

MRS believes that a solid foundation of corporate governance is key for the sustainable development of the business. In line with this guideline, the company uses tools that provide transparency, timeliness and clarity to its communication with the different stakeholders.

Through Brazilian Securities and Exchange Commission (CVM – acronym in Portuguese), the Company annually reports its Governance Report, with the status of all actions and respective controls performed in the previous period. Other controls adopted by MRS are:

• annual financial statements and reviews of quarterly information audited by KPMG Auditores Independentes;
• internal audit, certified with QA (Quality Assurance) by IIA (Institute of Internal Auditors).
• annual report on environmental issues to IBAMA (acronym in Portuguese of Brazilian Institute of the Environment);
• rendering of accounts to federal, state (SP, RJ and MG) and municipal entities (107 cities);
• structured governance calendar, with 9 regular meetings and 6 extraordinary meetings in 2022.

In 2022, MRS share capital stood at R$ 3.9 billion, comprising 340 million common (55.39%) and preferred (44.61%) shares.

MRS Shareholding Structure

Preferred Shares – PNA and PNB
151,667,313 = 44.61%

Common Shares – ON
188,332,687 = 55.39%

• Companhia Siderúrgica Nacional – CSN
• CSN Mineração S.A,
• Minerações Brasileiras Reunidas S.A, – MBR
• Vale S.A.

• Usiminas Participações e Logística S.A, – UPL
• Gerdau S.A,
• Others

Related parties

To ensure more transparency to the process adopted in the Shareholders’ Agreement, MRS has, since 2020, a Policy for Transactions with Related Parties. The document establishes the necessary guidelines and principles to ensure that transactions with related parties, and other situations of potential conflict of interest involving the Company, are conducted within market parameters, valuing the best corporate governance practices, with transparency and priority to best interests of MRS, preventing abuse and misuse of company assets.

Pursuant to the policy, when identifying situations of conflicts of interest, the shareholders must immediately speak up, refrain from discussing the issue, and abstain from voting. If the shareholders do not inform their conflict of interests and this is subsequently identified, the votes cast by the conflicting shareholders may be annulled even after the Shareholders’ Meeting has been held. In addition, MRS has a Conflict of Interests Policy, last updated on 07/13/2022. The Policies are available at the Company’s Website.

Transactions with controlling shareholders are associated with the provision of rail cargo transportation services and are performed under arm’s length principles, contributing with a relevant revenue to the Company and without undue benefits to the controlling shareholders. MRS also has transactions with this audience related to the purchase of inputs, such as rails.

Among the Company’s main customers are Vale and CSN, with captive cargo agreements to meet this demand, since long-distance truck transportation of iron ore is unfeasible. In these situations, a tariff model with fixed annual prices is adopted, ensuring the security of payment for business investments. These types of agreements are characterized by being long-term: in 80% of cases they include Take-or-Pay provisions, as they provide protection against changes in diesel price and allow for long-term planning by MRS, considering demand versus investment.

Cross-shareholdings in MRS management bodies or the existence of a marital relationship, stable union or kinship up to the second degree are related to Company managers and controllers and are disclosed through sections 7.5 e 7.6 of MRS Reference Form. Any material cross-shareholdings and related party transactions are disclosed in section 11 (and its subsections). Information on the existence of a controlling shareholder and MRS Shareholders’ Agreement or relating thereto can be found in section 6.