SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of March, 2021
Commission File Number 1565025
AMBEV S.A.
(Exact name of registrant as specified in its
charter)
AMBEV S.A.
(Translation of Registrant's name into English)
Rua Dr. Renato Paes de Barros, 1017 - 3rd
Floor
04530-000 São Paulo, SP
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the
registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
Indicate
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
AMBEV S.A.
CNPJ [National Register of Legal Entities] No. 07.526.557/0001-00
NIRE [Corporate Registration Identification Number]
35.300.368.941
(the “Company”)
Extract of the Minutes of the Meeting of the Board
of Directors of Ambev S.A.
held on March 29, 2021, drawn up in summary form
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1.
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Date, Time and Venue. On March 29, 2021, starting at
10:00 a.m., by videoconference, as authorized by article 19, paragraph 1st, of the Company’s bylaws.
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2.
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Call
and Attendance. Call notice duly made pursuant to the Company’s bylaws. Meeting with attendance of Messrs. Victorio Carlos
De Marchi and Carlos Alves de Brito, copresidents, and Messrs. Milton Seligman, Roberto Moses Thompson Motta, Nelson José Jamel,
Fernando Mommensohn Tennenbaum, Lia Machado de Matos, Fabio Colletti Barbosa, Antonio Carlos Augusto Ribeiro Bonchristiano, Marcos de
Barros Lisboa and Claudia Quintella Woods.
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3.
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Board. Chairman: Victorio Carlos De Marchi; Secretary:
Letícia Rudge Barbosa Kina.
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4.
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Resolutions. It was unanimously and unrestrictedly
resolved by the Directors:
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4.1. Proposal
for the Allocation of Net Profits – FY 2020. To approve the submission to the Company’s shareholders on the next
Ordinary Shareholders’ Meeting of the Company the following proposal on the net profit allocation for the fiscal year ended
on December 31, 2020:
Net Profits
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R$ 11,379,394,019.03
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Amount allocated to the Tax Incentives Reserve
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R$ (1,332,751,795.49)
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Amount allocated to payment of dividends and / or interest on own capital (gross), declared based on the net profit relating to the fiscal year ended December 31, 2020
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R$ (7,716,366,664.66)
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Amount allocated to the Investments Reserve(1)
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R$ 3,713,041,678.34
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(1) Including values relating to (i) reversion of effects of the revaluation of fixed assets in the amount of R$ 11,823,167.53; (ii) effect of application of IAS 29/CPC 42 (hyperinflation) in the amount of R$ 1,344,887,000.00; and (iii) expired dividends in the amount of R$ 26,055,951.93, as detailed in Exhibit A.II to the Management Proposal.
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4.2. Compensation
of Management and Members of the Fiscal Council - 2021. To approve the submission to the Company’s shareholders in the
next Ordinary Shareholders’ Meeting the following proposal on maximum limit for the overall compensation of the Company’s
management and members of the Fiscal Council for the fiscal year of 2021 (i.e., between January 1st, 2021 and
December 31, 2021):
- Overall compensation of the managers
in the total amount of up to R$ 123,529,137.63; and
- Overall compensation of the Fiscal
Council in the annual amount of up to R$ 1,845,504.00, being the compensation due to the alternates equivalent to half of
the amount received by the effective members, in accordance with Law No. 6,404/76.
Forecast for 2021*
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Board of
Directors
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Board of
Officers
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Fiscal
Council
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Total
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No. of Members
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13.00
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13.00
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6.00
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32.00
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No. of members
receiving compensation
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8.33
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13.00
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6.00
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27.33
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Annual Fixed Compensation
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Salary/fees
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6,775,028.00
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18,260,927.00
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1,845,504.00
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26,881,459.00
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Variable Compensation
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Profit sharing
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4,687,313.00
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35,380,305.00
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-
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40,067,618.00
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Post-Employment Benefits
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-
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809,886.61
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-
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809,886.61
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Termination Benefits
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5,347,790.19
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-
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-
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5,347,790.19
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Share-based compensation, including stock options
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8,745,928.67
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43,521,959.16
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-
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52,267,887.83
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Total compensation
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25,556,059.85
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97,973,077.77
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1,845,504.00
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125,374,641.63
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(*) According to CVM’s guidance
(Circular-Notice/CVM/SEP/No. 01/2021), the global compensation of the management must be net of employer’s payroll charges.
4.3. Amendment
to the Bylaws. To approve the submission to the Company's shareholders in the next Extraordinary General Meeting of the following
proposals to amend the Company's bylaws: (i) amend the heading of article 2 to reflect the change in the management body responsible
for deciding on the opening, maintenance and closure of branches, offices, deposits or representation agencies of the Company;
(ii) amend items “b”, “h”, “i” and “m” and include items “o” and “p”,
all of article 3 to detail in the corporate purpose the ancillary activities related to the main activities performed by the Company;
(iii) amend the heading of article 5 in order to reflect the capital increases approved by the Board of Directors within the authorized
capital limit, up to the date of the Shareholders’ Meeting; (iv) amend item “s” of article 21 to specify the
competence of the Board of Directors when deciding on the participation of the Company in other companies and ventures; and (v)
restate the Company’s Bylaws, in order to reflect the adjustments arising from such changes.
4.4. Call
Notice of the Ordinary and Extraordinary Shareholders’ Meetings of the Company. To approve the call notice of the Company’s
Ordinary and Extraordinary Shareholders’ Meetings in order to submit to the Company’s shareholders the agenda provided
on the Call Notice, attached hereto as Exhibit I.
4.5. Capital
Increase - Stock Option Plan - 2016.1 Program. To approve, within the limit of the authorized capital and pursuant to the terms
of Article 6 of the Company’s Bylaws and Article 168 of Brazilian Law No. 6,404/76, the issuance of 4,010,408 new common
shares, for the total issuance price of R$ 73,189,946.00, through the capitalization of the capital reserve balance, as a result
of which the capital stock will increase from R$ 57,899,072,773.68 to R$ 57,972,262,719.68, due to the exercise of options
granted in accordance with the terms of the “First Stock Option Program for the year 2016”, approved by the Board of
Directors on March 2, 2016, within the scope of the Stock Option Plan of the Company approved in the Extraordinary Shareholders’
Meeting held on July 30, 2013 (“Stock Option Plan”). As a result, the capital stock is now divided into 15,739,128,373
registered common shares with no par value.
4.6. Capital
Increase - Stock Option Plan - 2021.1 Program. As a result of the exercise of options granted under the “First Stock
Option Program for the year 2021”, approved by the Board of Directors on February 9 and 10, 2021, within the scope of the
Stock Option Plan, to approve and homologate, within the limit of the authorized capital and pursuant to the terms of Article 6
of the Company’s Bylaws and Article 168 of Brazilian Law No. 6,404/76, the issuance of 114,929 new common shares, for the
total issuance price of R$ 1,611,304.58, as a result of which the capital stock will increase from R$ 57,972,262,719.68 to
R$ 57,973,874,024.26. As a result, the capital stock is now divided into 15,739,243,302 registered common shares with no par
value.
The new shares issued pursuant to items
4.5 and 4.6 above shall participate, under equal conditions with the other shares, of all the benefits and advantages that may
be declared as of the date hereof.
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5.
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Closure. With no further matters to be discussed, the
present Minutes were drawn up and duly executed.
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São Paulo, March 29, 2021.
/s/ Victorio Carlos De Marchi
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/s/ Carlos Alves de Brito
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/s/ Milton Seligman
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/s/ Roberto Moses Thompson Motta
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/s/ Nelson José Jamel
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/s/ Fernando Mommensohn Tennenbaum
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/s/ Lia Machado de Matos
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/s/ Fabio Colletti Barbosa
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/s/ Antonio Carlos Augusto Ribeiro Bonchristiano
/s/ Claudia Quintella Woods
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/s/ Marcos de Barros Lisboa
/s/ Letícia Rudge Barbosa Kina
Secretary
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EXHIBIT I
AMBEV S.A.
CNPJ [National Corporate Taxpayers Register] No. 07.526.557/0001-00
NIRE [Corporate Registration Identification Number]
35.300.368.941
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS
CALL NOTICE
The shareholders of Ambev S.A. (“Company”)
are invited to attend the Ordinary and Extraordinary General Meetings (“AGOE”) to be held on April 29, 2021,
at 2:00 p.m., at the Company’s headquarters, located at Rua Dr. Renato Paes de Barros, 1,017, 4 floor, Itaim Bibi, in the
City and State of São Paulo, to resolve on the following agenda:
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(a)
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Ordinary General Meeting:
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(i)
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analyze and approve the management accounts, with examination, discussion
and voting on the financial statements related to the fiscal year ended December 31, 2020;
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(ii)
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discuss the allocation of the net profits for the fiscal year ended
December 31, 2020 and ratification of the payment of interest on own capital and dividends related to the fiscal year ended December
31, 2020, approved by the Board of Directors at the meetings held, respectively, on December 9 and 21, 2020;
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(iii)
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elect the effective and alternate members of the Fiscal Council for
a term in office of one (1) year, which shall end on the Ordinary General Meeting to be held in 2022; and
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(iv)
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establish the overall compensation of the management and of the members
of the Fiscal Council for the fiscal year of 2021.
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(b)
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Extraordinary General Meeting:
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(i)
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amend the Company's bylaws to:
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(a)
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amend the heading of article 2 to reflect the change in the management
body responsible for approving the opening, maintenance and closure of branches, offices, deposits or representation agencies of
the Company,
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(b)
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amend items “b”, “h”, “i” and
“m” and add items “o” and “p”, all in article 3, to include in the corporate purpose of the
Company ancillary activities related to the core activities developed by the Company,
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(c)
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amend the heading of article 5 in order to reflect the capital increases
approved by the Board of Directors up to the date of the Shareholders’ Meeting, within the authorized capital limit,
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(d)
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amend item “s” of article 21 to specify the competence
of the Board of Directions in deciding on the participation of the Company in other companies and ventures; and
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(ii)
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consolidate the Company’s by-laws.
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General Information:
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1.
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On February 25, 2021 the following documents were published on the
newspapers “Diário Oficial do Estado de São Paulo” and “Valor Econômico”: (i) the annual
management report; (ii) the financial statements regarding the fiscal year ended on December 31, 2020; (iii) the report of the
independent accountant’s opinion; and (iv) the Fiscal Council’s opinion.
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2.
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The documents and information referred to above and those listed
in CVM Ruling No. 481/09 were presented to the Comissão de Valores Mobiliários (“CVM”)
by means of its information system Empresas.Net, in accordance with Article 6 of such Ruling, and are available to the shareholders
at the Company’s headquarters, on its Investor Relations website (ri.ambev.com.br), and on the websites of B3 S.A. –
Brasil, Bolsa Balcão (“B3”) (www.b3.com.br) and CVM (www.cvm.gov.br).
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3.
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The shareholder or its legal agent must present valid identification
in order to vote at the Shareholders’ Meeting. Proxies containing special powers for representation in the general meeting
shall be deposited at the Company’s headquarters (att. Mrs. Letícia Rudge Barbosa Kina, Legal Vice President Officer)
or sent by email to the Investor Relations Department (ri@ambev.com.br), at least three (3) business days prior to the date scheduled
for the meetings.
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4.
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Shareholders taking part in the Registered Stocks Fungible Custody
of B3 that plan on attending the Shareholders’ Meeting shall submit a statement containing their respective stock ownership,
issued by qualified entity, within forty-eight (48) hours prior to the meetings.
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5.
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The shareholder that wishes may opt to exercise its voting right
through the distance voting system, under the terms of CVM Ruling No. 481/09, sending the correspondent distance voting instrument
through its relevant custodian agents or directly to the Company, according to the instructions provided on item 12.2 of the Company’s
Reference Form and the Management Proposal for the AGOE. Considering the current recommendations of the Health Ministry, the State
Government of São Paulo and the Citi Hall of São Paulo for the prevention and confrontation of coronavirus (COVID-19),
and aiming at the safety of its shareholders, the Company suggests that, if possible, preference should be given to using the distance
voting instruments for participating in the AGOE now convened, specially by sending such instruments through their service providers
that are able to collect and transmit instructions for filling out the voting instruments (custodian or Banco Bradesco S.A., as
the bookkeeper of the Company’s shares), given the greater simplicity of such procedure.
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São Paulo, March 29, 2021.
Victorio Carlos De Marchi
Co-Chairman of the Board of Directors
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 29, 2021
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AMBEV S.A.
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By:
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/s/ Lucas Machado Lira
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Lucas Machado Lira
Chief Financial and Investor Relations Officer
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