F.A.Q.
Over-The-Counter Market – BM&F
. MRSA3B – Ordinary Shares
. MRSA5B – Preferred Shares – Class A
. MRSA6B – Preferred Shares – Class B
Each Ordinary Share is entitled to one (1) vote in the Shareholders’ Meeting. The Preferred Shares, Class A and Class B, will be entitled to dividends 10% (ten percent) higher than those attributed to Ordinary Shares, do not have voting rights and will have priority in receiving the capital, without premium, upon the Company’s liquidation. The Class B Preferred Shares are, at the initiative of the shareholder that holds, convertible into (i) Ordinary Shares at the ratio of one for each Ordinary Share; and/or (ii) class A Preferred Shares on a one for each Preferred Share class A. This conversion may be made at any time, subject to the period of prior notice of 15 (fifteen) days, addressed to the President of the administration. Without the right to vote, the Class B preferred shares will be entitled to elect, in a separate vote, a member of the Board of Directors, given that such right only stand as long as they represent at least 25% (twenty-five percent) of its entirety.
| Institution: | Banco Bradesco S.A. |
| Address: | Cidade de Deus. Prédio Amarelo – 2º Andar CEP: 06.029-900Cidade: Osasco UF: SP |
| Phone: | (11) 3684 3749 – Fax: (11) 3684 2714 |
| E-mail: | 4010.acoes@bradesco.com.br |
The share capital of MRS is R$ 4,760,878,809.86, divided into 337,977,019 shares, as follows:
| Share Type | Quantity of Shares (Unit) |
|---|---|
| Ordinary Shares – ON | 187,210,201 |
| Preferred Shares “A” – PNA | 81,588,066 |
| Preferred Shares “B” – PNB | 69,178,752 |
| TOTAL | 337,977,019 |
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Article 26 of our By-Law provides that:
From the net income of the year, shall be designed:
- 5% (five percent) to the legal reserve, up to the maximum provided by law, reserve that may later be compounded or offset against losses;
- an amount proposed by the Board of Directors to pay dividends to all species and classes of shares, in compliance with the provisions of paragraphs 2 and 3 of Article 5 and the sole paragraph of this article;
- the remaining balance to meet the allocated as determined by the Shareholders’ Meeting upon proposal of the Board of Directors.
Sole Paragraph – The dividend distribution will be not less than 25% (twenty five percent) of net income, adjusted pursuant to article 202 of Law 6,404/76.
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MRS Logística S.A. was incorporated on August 30, 1996, to participate in the privatization of the Southeast Network (Malha Sudeste) of Rede Ferroviária Federal S.A. (RFFSA), having acquired the right to operate it at the auction held on September 20, 1996, in accordance with Public Notice No. PND/A-05/96/RFFSA, dated July 11, 1996. The MRS Logística Consortium, formed by the largest customers of the Southeast Network, participated as the sole bidder in the process and subsequently became the core of the Company’s controlling shareholders.
As a result of the privatization, on November 28, 1996, MRS entered into a Concession Agreement with the Federal Government, which granted it, for a term of 30 years—renewable for an equal period—the right to operate rail freight transportation on the Southeast Network. On July 28, 2022, the 4th Amendment to the Concession Agreement was executed, enabling an early renewal for an additional 30 years starting from the end of the original contract, in December 2026. The economic and financial terms, including those related to the leasing of operational assets originally owned by RFFSA, were updated through this Amendment. Since the beginning of its operations, MRS has been expanding its logistics capacity and achieving successive production records within its area of operation.