Law 6,404/76 requires the Company to hold the annual shareholders’ meeting until April 30 of each year, where the annual dividend may be declared. In addition, interim dividends can be declared by the Board of Directors “ad referendum” to the annual shareholders’ meeting.
Law 6,404/76 sets forth the shareholders’ right to receive, as mandatory dividend, in each fiscal year, the value of profits set forth in the Bylaws, or in the event of lack of any provision in this regard in the Bylaws, 50% of the adjusted net income for the year, increased by the reversal of the realized portion of the profits previously recorded in the unrealized profit reserve, if not absorbed by losses.
Adjusted net income mean the value corresponding to the net income for the year net of (i) the values allocated to legal and contingency reserves, increased by (ii) the reversal of the provision for contingencies. The payment of the dividend so calculated could be limited to the realized value of the net income, provided that the difference is recorded as unrealized profit reserve.
Dividends can be distributed out of the net income for the respective fiscal year, retained earnings and profit reserves. Furthermore, any net income not allocated to the profit reserves should be distributed as dividends. Pursuant to Law 6,404/76, the dividends should be paid to the person who, as of the dividend declaration date, is registered as the holder or owner of the shares within a period of 60 days after the declaration of the dividend, unless the shareholders establish another payment date which, in any event, should occur prior to the closing of the fiscal year in which the dividend was declared. The shareholder is granted a period of three years counted from the dividend payment date to demand any dividends relating to the shares thereof, after which period the Company should not be held liable for any such payment. The value of the declared dividend is not subject to inflation-adjustments or restatements corresponding to the period between the declaration date and the payment date. Consequently, in actual terms, the value of the dividends paid to the shareholders, as it is not restated, may be substantially reduced due to inflation.
The Bylaws set forth that, at least, 25% of the adjusted net income should be distributed as mandatory dividend. Law 6,404/76 allows the Company to suspend the mandatory distribution of dividends if the Board of Directors reports to the annual shareholders’ meeting that the distribution would be incompatible with the Company’s financial condition as of that date. The supervisory board, if one is in place, should approve any suspension of the mandatory distribution of dividends. Furthermore, the management should inform the reasons for any suspension of distribution to CVM. The Company should establish a special reserve by using the net income not distributed due to any suspension. If not absorbed by subsequent losses, the Company should distribute such net income as soon as the Company’s financial condition permits so.
Since January 1, 1996, Brazilian companies have been authorized to pay limited interest to shareholders and to consider such payments deductible for purposes of calculating income tax and, since 1998, also for social contribution purposes. The rate used to calculate interest on equity is limited to the variation of the long-term interest rate during the applicable period and is limited to the greater of: (i) 50% of the Company’s net income (before considering the payment of interest or any deductions referring to social contributions and income tax) and (ii) 50% of the Company’s retained earnings and profit reserves. In each case, it is only regarding to the relevant period. Pursuant to the Bylaws, the amount distributed to shareholders as interest on equity, net of withholding tax, may be included as part of the mandatory dividend. According to applicable law, the Company is required to pay to shareholders an amount sufficient to ensure that the net amount received by shareholders as interest on equity, less the payment of applicable withholding tax, plus the total of dividends declared, is at least equivalent to the amount of the mandatory dividend.
The table below shows the dividends or interest attributed to equity paid to the holders of the Company’s common and preferred shares:
|Net Income per Share (R$)||Dividends
|Dividends per Share (R$)||Payout||Dividend Yield|
The preferred shares were converted into common shares at the ratio of 1:1 on October 27, 2004.
The common shares were split at the ratio of 1:3 in March 2008.
In November 2009, 98,292,519 shares were issued, due to the association with Itaú-Unibanco.
In 2013 distributed dividends were impacted by the non-recurring effects of the COFINS tax lawsuit gain.
In 2018, extraordinary dividends were distributed with a value of R$ 500 million, aiming to increase the Company‘s capital efficiency.
In October 2021, a bonus of 323,293,030 common shares was made, in the proportion of 1 new share to every 1 share existing at the time. Thus, Porto now holds 646,586,060 million shares issued by the Company itself.