The Company adopted IFRS 15/CPC 47 – Revenue
from Contracts with Clients with the retroactive application with cumulative effect recognized on the date of initial application (January
1st, 2018). According to such approach, the cumulative effect of the initial application of IFRS 15/CPC 47 must be recognized
as an adjustment to the initial balance of equity, under retained earnings, on the date of adoption and with no restatement of previous
periods, in accordance with CPC 23. On the implementation date, the adjustment to the opening balance of equity resulted in a decrease
in the retained earnings of R$ 355,383, so as to reflect the amendment to the accounting policy related to certain rebates granted to
clients that, in accordance with IFRS 15, must be linked to the transaction price underlying the 2017 revenues.
There were no qualifications or emphasis in the auditor’s report
in the past three fiscal years.
We consider an accounting policy to be critical
when it is important to reflect our financial condition and operating income and require complex or significant judgments and estimates
on the part of our management. For a summary of all accounting practices, please see Note 3 to the financial statements of the Company.
The individual and consolidated accounting statements
were prepared according to Brazilian and international technical pronouncements, which require from management to make judgments and estimates
and to make decisions that affect the application of the accounting practices and the amounts shown in the balance sheet and income statement.
The estimates and the underlying judgments are based on historical experience and on several other factors considered reasonable in the
light of the circumstances, whose results constitute the criterion for taking decisions regarding the book value of assets and liabilities
not readily evident from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are
reviewed on an ongoing basis. Changes to accounting estimates can only affect the period in which the estimate is revised or future periods.
Although each critical accounting policy reflects
judgments, assessments or estimates, the Company believes that the accounting practices reflect the most critical judgments, estimates
and assumptions that are important to its businesses and an understanding of its results:
The accounting policy applied by the Company
considers the recognition of credits and extemporaneous payments of taxes of any nature as determined by IAS 37/CPC 25 - Provisions, Contingent
Liabilities and Contingent Assets.
Provided that, the credits are recognized only
when the management (i) has elements that guarantee that the right is virtually certain; and (ii) that the amount to be offset or refunded
is reliably measured. If the recovery of the asset is probable or the amount cannot be reliably measured, the amounts are not recognized
in the accounts, but are disclosed in note 31 of Contingencies in Contingent Assets. The management understands that, in cases of pending
lawsuits, obtaining a final and unappealable decision for a Company’s specific lawsuit is the condition required to confirm the
existence of its right, except for specific circumstances relevant to the concrete case that allow not only the recognition of its right,
but an objective and reliable measurement.
Debts arising from the same nature are recognized
if (i) it arises from a past event; (ii) has a present obligation; (iii) expected disbursement is probable and (iv) the amounts are reliably
estimated. If the expectation of disbursement is possible or the
amount cannot be reliably measured, the amounts are presented in the note of Contingencies.
Both contingent assets and liabilities are periodically
assessed to ensure that developments are accurately reflected and disclosed in the financial statements.
As of October 1, 2020, the accounting policy
for the recognition of assets and liabilities related to the recognition of credits and extemporaneous payments of taxes of any nature
is recorded in item “Other operating income/(expenses)”, except for amnesty payments, whose accounting is maintained in non-recurring
results, given its one-time nature.
Until December 31, 2018, leases of assets in
which the risks and benefits of the asset were substantially retained by the lessor were classified as operating leases. Operational lease
payments were recognized in the income statement as payments were incurred until the end of the agreement.
IFRS 16/CPC 06 (R2) - Leases replaced the existing
lease accounting requirements and was adopted in full retrospectively by the Company, resulting in a significant change in the accounting
treatment and disclosure of leases that were previously classified as operating leases, with more assets and liabilities reported in the
balance sheet and recognition of the lease costs and relevant interpretations.
Leases are recognized as a right-of-use asset
and a corresponding liability on the date that the leased asset is available for use by the Company. Each lease payment is allocated between
the liability and the financial expense. The financial expenses are recognized in the income statement during the lease period. Right-of-use
assets are depreciated over the shortest period between the useful life of the asset and the lease term, using the straight-line method.
The assets and liabilities arising from a lease
are initially measured at present value and, when measuring lease liabilities, the Company discounts lease payments using incremental
loan rates.
Payments associated with short-term leases and
all leases of low-value assets are recognized using the straight-line method as an expense in the income statement. Short-term leases
are leases with a term of 12 months or less. Low-value assets comprise assets with a value equal to or less than 5 thousand dollars.
Business combinations between entities under
common control have not yet been specifically addressed by IFRS or CPC. IFRS 3/CPC 15(R1) - Business combinations is the pronouncement
that applies to business combinations, but explicitly excludes from its scope the business combinations between entities under common
control.
As permitted by IAS 8/CPC 23 - Accounting Policies,
Change of Estimate and Error Rectification, Management adopted an accounting practice in line with the Generally Accepted Accounting Principles
in the United States and United Kingdom (USGAAP - Generally Accepted Accounting Principles (United States) and UKGAAP - Generally Accepted
Accounting Principles (United Kingdom)), the predecessor basis of accounting to record
the book value of the received asset, such as recorded by the subsidiary.
In relation to the transactions between entities
under common control involving the disposal/transfer from the subsidiary to its controlling shareholder, i.e., above the level of Ambev’s
consolidated financial statement, the Company evaluates the existence of (i) opposition of interests; and (ii) substance and economic
purpose. Having fulfilled these assumptions, seeking to provide adequate visibility and fair impact on the number of distributable results
to its shareholders, notably non-controlling shareholders, the Company has adopted as a policy, in a similar way, the concepts of IAS
16/CPC 27 - Fixed asset. Said policy contemplates assets acquired through swap for non-monetary asset, or a combination of monetary and
non-monetary assets. The assets subject to swap may be of the same nature or of different natures. The cost of such asset item is measured
at fair value, unless the swap transaction is not of a commercial nature, or the fair value of the received asset and the assigned asset
may not be reliably measured. The acquired asset is measured in this way even if the entity may not immediately retire the assigned asset.
If the acquired asset is not measurable at fair value, its cost is determined by the book value of the assigned asset.
When there is a distribution of assets other
than in the form of cash, the asset before its distribution is measured at its fair value against an income account for the year. Although
its application is provided for distributions through which the owners of the same class of equity instruments are benefited and the treatment
of which is equitable, also in a manner similar to the ICPC 07/IFRIC 17, in the absence of a specific accounting practice for transactions
under common control, we consider the provisions of this instruction in the definition of our accounting practice. As well as in other
sales that Ambev makes for its controlling shareholder (products, inputs etc.) where the result of the transaction is recognized in the
income statement as provided in paragraph 56 of ICPC 09 and similar to paragraph 33a of CPC 31 (the only rule that deals with the disposal
of business, without distinguishing between transactions with controlling shareholder and third party).
The Management assesses on a quarterly basis
whether there is objective evidence that the financial asset of the group of financial assets is deteriorated. If there is any indication,
the recovery value of the asset is estimated. An asset or group of financial assets is deteriorated and the losses for impairment are
registered only if there is objective evidence of impairment as a result of one or more events occurred after the initial recognition
of the assets (“event of loss”) and that event (or events) of loss exerts an impact on the estimated future cash flows of
the financial asset or group of financial assets, and may be estimated in a reliable manner.
Provisions are recognized when: (i) the Company
has a current (legal or non-formalized) obligation resulting from past events; (ii) there is likely to be a future disbursement to settle
a current obligation; and (iii) the amount can be estimated with reasonable certainty.
The provisions, except for the ones mentioned
in the disputes and litigation topic, are measured by discounting expected future cash flows at a pre-tax rate that reflects current market
valuations of the value of money over time and, when appropriate, the specific risks of the obligation.
A provision for restructuring is recognized when
the Company has a detailed and approved restructuring plan and when the restructuring has already started or announced. Expenses related
to the Company's normal activities and future conduct are not provisioned, but they are recognized when an expense has been incurred.
The provision includes the commitments related
to the benefits that will be paid by the Company to the employees dismissed in the restructuring.
The provision for disputes and litigation is
recognized when it is more likely than unlikely that the Company will be required to make future payments as a result of past events.
Such payments include, but are not limited to, various claims, proceedings and actions initiated by both third parties and the Company,
relating to antitrust laws, breach of distribution and licensing agreements, environmental matters, labor disputes, complaints from tax
authorities and other litigious matters.
Different compensation programs based on shares
and options allow members of Management and other executives appointed by the Board of Directors to acquire the Company’s shares.
The fair value of the stock options is measured on the granting date using the most appropriate option pricing model. Based on the expected
number of options to be exercised, the fair value of the options granted is recognized as an expense during the option vesting period
against equity. When the options are exercised, the equity increases by the amount of the proceeds received.
Post-employment benefits include pensions managed
in Brazil by Instituto Ambev de Previdência Privada – IAPP, post-employment dental benefits and post-employment medical benefits
managed by Fundação Zerrenner. Usually, pension plans are funded by payments made by both the Company and its employees,
taking into account the recommendations of independent actuaries. Post-employment dental benefits and post-employment medical benefits
are maintained by the return on Fundação Zerrenner’s plan assets. If necessary, the Company may contribute some of
its earnings to Fundação Zerrenner.
Typically, defined benefit plans define an amount
of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service
and compensation.
For defined benefit plans, expenses are
assessed separately for each plan using the projected unit credit method. The projected unit credit method considers each period of
service as an additional unit of benefit to measure each unit separately. Under this method, the cost of providing pensions is
charged to the income statement during the period of service of the
employees. The amounts charged to the income statement consist of current service cost, interest, past service costs and the effect of
any settlements and agreements. The obligations of the plan recognized in the balance sheet are measured at the present value of the estimated
future cash outflows using a discount rate equivalent to the government´s bond rates with maturity terms similar to those of the
obligation, less the fair value of the plan assets.
Past service costs result from the introduction
of new plans or changes to existing ones. They are immediately recognized in the income statement for the year on whichever occurs first
between the date of: (i) settlements / agreements, or (ii) when the Company recognizes costs related to restructuring or termination,
unless the changes are conditional on the employee remaining in their job for a specific period of time (the period during which the right
is acquired). In such case, costs of past services are amortized using the straight-line method during the vesting period.
Actuarial gains and losses consist of the effects
of differences between the previous actuarial assumptions and what has actually occurred, and the effects of changes in actuarial assumptions.
Actuarial gains and losses are fully recognized in comprehensive income.
Re-measurements consisting of actuarial gains
and losses, the effect of asset ceiling and the return on the plan’s assets, both excluding net interest, are recognized in the
statement of comprehensive income, in their totality, during the period in which they occur. Re-measurements are not reclassified for
the income statement in subsequent periods.
When the amount calculated for a defined benefit
plan is negative (an asset), Ambev recognizes such assets (prepaid expenses) to the extent of the amount of the economic benefit available
to Ambev either from refunds or reductions in future contributions.
The Company and some of its subsidiaries provide
medical benefits, reimbursement of certain medication expenses and other benefits to certain previous retirees. These benefits are not
granted to new retirees. The expected costs of these benefits are recognized over the period of employment, using an accounting methodology
similar to that for defined benefit plans, including actuarial gains and losses.
Termination benefits are recognized as an expense
on the first of the following dates: (i) when Ambev is committed to a detailed formal plan for terminating the employment relationship
prior to the normal retirement date, with no real possibility of withdrawing it; and (ii) when Ambev recognizes restructuring costs.
Bonus granted to employees and managers are based
on attaining pre-defined individual and collective targets. The estimated amount of the bonus is recognized as an expense in the period
in which it accrues.
The corporate income tax (IRPJ) and social contribution
(CSLL) for the year represent current and deferred taxes. Income tax and social contribution are recognized to the income statement, unless
they involve items directly recognized in the comprehensive income statement or other equity account. In these cases, the tax effect is
also recognized directly in the comprehensive income statement or equity account (except for interests on capital, as per Note 3 (t)).
Expenses with current taxes is the expectation
of payment on the taxable income for the year, using the nominal tax rate approved or substantially approved
on balance sheet date, as well as any adjustment to tax payable referring to previous years.
Deferred tax is recognized using the balance
sheet method. This means that in the case of taxable and deductible differences of a temporary nature between the tax and accounting bases
of the assets and liabilities, the deferred asset or liability tax is recognized. Under this method the provision for deferred tax is
also calculated on the differences between the fair value of the assets and liabilities acquired in a business combination and their tax
base. IAS 12 / CPC 32 Income Taxes provides that no deferred tax be recognized when recognizing goodwill; and that no deferred asset and/or
liability tax be recognized (i) upon initial recognition of an asset or liability arising from a transaction other than a business combination
which at the time of the transaction does not affect the book or fiscal income or loss; and (ii) on differences involving equity investments
in subsidiaries, provided these are not reversed in the foreseeable future. The value determined for the deferred tax is based on the
expectation or realization or liquidation of the temporary difference, and uses the nominal rate approved or substantially approved.
Deferred tax assets and liabilities are offset
where a legal enforceable right to offset current tax assets and liabilities exists and provided that they relate to taxes assessed by
the same tax authority on the same taxpayer, or different taxpayers who intend to settle current tax assets and liabilities on a net basis
or simultaneously realize the asset and settle the liability.
Deferred tax assets are recognized only to the
extent any future taxable income is likely to occur. Deferred income tax assets are reduced to the extent no future taxable income is
likely to occur.
Joint arrangements are all entities over which
the Company shares control with one or more parties. Joint arrangements are classified as joint operations or joint ventures, depending
on the contractual rights and obligations of each investor.
The Company uses financial instruments to implement
its risk management policies and strategy. Derivatives are often used to mitigate the impact of foreign currencies, interest rates, share
prices and commodity prices upon performance of the Company. The financial risk management policy of the Company prohibits the use of
derivatives when not related to the business of the Company.
A financial asset (unless it is accounts receivable
from clients with no significant financial component) or financial liability is initially measured at the fair value, added, for an item
not measured at the fair value by means of the result, by the costs of transaction directly attributable to its acquisition or issuance.
Accounts receivable from clients with no significant financial component is initially measured at the operation price.
Upon initial recognition, a financial asset is
classified as measured: at the amortized cost; at the fair value through other comprehensive results – debt instrument; at the fair
value through other comprehensive results – equity instrument; or at the fair value through the result.
The financial assets are not reclassified after
the initial recognition, unless the Group changes the business model to the financial asset management, and, in such case, all affected
financial assets are reclassified on the first day of the presentation period after the change to the business model.
The classifications of the financial assets of
the Company are the following:
Debt instruments at the fair value through other
comprehensive results, with gains or losses reversed to profit or losses upon derecognition. The financial
assets in such category are the debt instruments of the Company kept within a business model to collect cash flows and sell.
Equity instruments designated at the fair value
through other comprehensive results, with no new measurement of gains or losses in the result upon derecognition. Such category includes
only the shareholders’ equity instrument, which the Company intends to retain in the foreseeable future and which the Company irrevocably
elected to classify upon initial recognition or transition. Such instruments are not subject to impairment test.
The financial assets at the fair value through
the result comprehend derivative instruments and equity instruments that the company had not classified, upon initial recognition or transition,
to classify at the fair value through other comprehensive results. Such category also includes the debt instruments of which the cash
flow characteristics are not kept within a business model whose purpose is collecting contractual cash flows or collecting contractual
cash flows and sell.
Derivatives financial instruments are intended
to hedge the Company against risks relating to foreign currencies, interest rates and commodity prices. Derivative financial instruments
which, in spite of being contracted for hedging purposes, do not meet all hedging account criteria, are recognized at fair value through
income for the year.
Derivative financial instruments are initially
recognized at fair value, which is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing
parties in an arm’s length transaction. The fair value of derivative financial instruments can be calculated based on market quotations;
pricing models that consider current market quotations; or the credit quality of the counterparty.
The Company realizes derivatives of commodities
that have critical terms similar to the hedged item. The Company applies component hedges to its commodities. The hedged component is
contractually specified and coincides with those defined in the derivative agreement, thus, the hedge ratio is of 1:1. The hedge effectiveness
is realized in a qualitative manner. Whenever the critical terms do not coincide, the company uses the hypothetical method to assess the
efficacy. Possible sources of inefficacy are changes upon the moment of the transaction set forth, in the quantity of the good to be hedged,
or changes upon the credit risk of any of the parties to the derivative agreement.
The concepts of cash flow, net investment and
fair value hedging are applied to all instruments that meet the hedge accounting requirements of IFRS 9/CPC 48 - Financial Instruments.
The cash flow hedge is applicable to hedge the
exposure of cash flows of a registered asset or liability, the foreign currency risk and commodities price fluctuations associated to
a transaction whose performance is highly likely, the effective portion of any result (gain or loss) with the derivative financial instrument
is directly recognized in the comprehensive result (cash flow hedged reserves) and must be reclassified from the cash flow hedge to the
same category and in the same period impacted by the future expected hedged cash flows. The ineffective portion of any gain or loss is
immediately recognized in the income statement.
When a hedge instrument or a hedge relationship
is extinct, but the hedged transaction is still expected to occur, the accumulated gains and losses (until that point) remain in the comprehensive
income, being reclassified according to the above practice, when the hedge transaction occur. If the hedged transaction is no longer likely
to occur, the accumulated gains and losses recognized in the comprehensive income are immediately reclassified to the income statement.
When a derivative financial instrument hedges
the exposure to the variability in a fair value of a registered asset or liability or a firm commitment, any result (gain or loss) with
a derivative financial instrument is recognized in the income statement. The book value of the hedged item is also recognized by the fair
value in relation to the risk, with the respective recognized gains and losses in the income statement.
When a non-derivative liability in foreign currency
hedges a net investment in an operation abroad, the foreign exchange differences arising out of the conversion of the liability to the
functional currency are directly recognized in other comprehensive income (conversion reserves), while the ineffective portion is recognized
in the income statement.
When a derivative financial instrument hedges
a net investment in an operation abroad, the portion of gain or loss or the loss in the hedge instrument determined as effective is directly
recognized in other comprehensive income (conversion reserves), while the ineffective portion is reported in profit or loss.
Certain derivative financial instruments do not
qualify for accounting of hedge. The variations in the fair value of any of these derivative financial instruments are immediately recognized
in the income statement.
The Management, on a quarterly basis, assesses
whether there is objective evidence that the financial asset of the group of financial assets is deteriorated. If there is any indication,
the recovery value of the asset is estimated. An asset or group of financial assets is deteriorated and the losses for impairment are
registered only if there is objective evidence of impairment as a result of one or more events occurred after the initial recognition
of the assets (“event of loss”) and that event (or events) of loss exerts an impact on the future estimated cash flows of
the financial asset or group of financial assets, and may be estimated in a reliable manner.
In accordance with IAS 29/CPC 42, the non-monetary
assets and liabilities, the equity and the income statement of subsidiaries that operate in highly-inflationary economies are adjusted
by the alteration of the general acquisition power of the currency, applying a general price index.
The financial statements of an entity of which
the functional currency is that of a highly-inflationary economy, whether they are based on an approach by the historical cost or on
the approach by the current cost, must be expressed in terms of the measurement unit current on the date of the balance sheet and converted
to Real at the closing foreign rate of the period.
As a consequence of the aforementioned, the Company
applied the accounting rule in highly inflationary economy to its subsidiaries in Argentina in the consolidated and separate financial
statements, applying the rules of IAS 29/CPC 42 as follows:
Not applicable since there is no material item
not reflected the Company’s financial statements, including the notes thereto, especially notes 30 and 32.
Not applicable since there is no material item
not reflected the Company’s financial statements, including the notes thereto.
As mentioned in item 10.6 above, there are no
items that were not mentioned in our financial statements, including the notes thereto.
As mentioned in item 10.6 above, there are no
items that have not been mentioned in our financial statements, including the notes thereto.
As mentioned in item 10.6 above, there are no
items that have not been mentioned in our financial statements, including the notes thereto.
In 2020, the investment in consolidated property,
plant and equipment and intangible assets amounted to R$ 4,663.4 million, consisting in R$ 3,080.2 million for our business segment in
Brazil, R$ 668.6 million for our business segment in CAC, R$ 529.4 million related to investments in our operations in Latin America South
and R$ 385.1 million related to investments in Canada.
In 2019, the investment in consolidated property,
plant and equipment and intangible assets amounted to R$ 5,069.4 million, consisting in R$ 3,176.5 million for our business segment in
Brazil, R$578.4 million for our business segment in CAC, R$ 1,025.0 million related to investments in our operation in Latin America South
and R$ 289.5 million related to investments in Canada.
In 2018, the investment in consolidated property,
plant and equipment and intangible assets amounted to R$ 3,571.0 million, consisting in R$ 1,811.9 million for our business segment in
Brazil, R$500.4 million for our business segment in CAC, R$ 1,040.8 million related to investments in our operation in Latin America South
and R$ 217.8 million related to investments in Canada.
In 2017, the investments in consolidated property,
plant, and equipment and intangible assets summed R$ 3,203.7 million, consisting of R$ 1,446.5 million for our business segment in Brazil,
R$413.2 million for our business segment in CAC, R$ 1,051.2 million related to investments in our Latin America South operations and R$
292.8 million related to investments in Canada.
These investments included, mainly, the expansion
of the productive capacity, quality control, automation, modernization and replacement of the packaging lines, storage for direct distribution,
coolers, and investment for the replacement of bottles and crates, market assets of former players as well as continued investment in
information technology.
In 2021, we plan to invest with the purpose of
strengthening our growth platforms and improving our operational excellence through innovations that may put us in a better position to
best attend to the consumer market.
The Company has resources from its operating
cash flow generation and credit facilities extended by financial institutions in Brazil and other countries.
Additionally, during the meetings held on August
28, 2015, and October 14, 2015, the Company approved the first (1st) issue of debentures not convertible into shares, unsecured, of a
single series, in the amount of One billion Reais (R$1,000,000,000.00), intended for public distribution with restricted distribution
efforts. Said issue was conducted according to article 1, item I, of Law 12431. Accordingly, the funds raised by the Company will be exclusively
allocated to the investment projects (including reimbursements, as provided for in Law 12431) described in the relevant deed of issue,
as amended, and included in the scope of the Company’s investment plan (capex).
On this date, the relevant divestment refers
to the sale of the property in Mooca, in the amount of R$ 162 million, whose process started in 2020.
There has been no disclosure of acquisition of
plants, equipment, patents or other assets, other than those already described in item 10.8.a above that may significantly affect the
production capacity of the Company.
Over the past few years, the Company invested
in launching new products and packs, and intends to continue investing in product innovations. However, because this involves trade secrets,
this information may not be disclosed in advance.
In 2018, we performed transformational investments
in our beer portfolio in Brazil, with innovations in new liquids and packaging. In our technological development center in Rio de Janeiro,
we developed Skol Hops, a pure malt beer with aromatic hops, and Skol Puro Malte, a pure malt beer with the characteristic lightness of
Skol, the first one launched in 2018 and the second launched at the beginning of January 2019. Both strengthen the Skol brand, reinforcing
its innovation attribute. Still regarding new liquids, we presented to consumers the regional beers Nossa and Magnífica. Both have,
among their ingredients, cassava cultivated in its states of origin, Pernambuco and Maranhão, respectively. With this, the brands
contribute to the development of the regional economy, at the same time representing a more affordable alternative for consumers. Finally,
we introduced in the market new flavors from Colorado and Wals breweries and, in the “future beverages” segment, new flavors
in the Skol Beats family. In addition to the new liquids, we developed new packaging, aiming at providing a better experience to consumers.
For Skol brand, we launched a new visual identity for all its packaging versions; meanwhile, Budweiser brand has also been renewed, and
Brazil was the first country to introduce it in the market, both in the long-neck bottle and in the sharing-size bottle. In addition,
we launched cans for Serramalte beer, as well as for Colorado and Wals beers, in addition to the glass bottle for the whole grape juice
Do Bem. With such innovations, we seek to approach the different preferences of consumers by always providing better consumption experiences.
In 2019, we continue to see the trend of expansion
of the premium segment as a significant opportunity: we launched Stella Artois Low Gluten, the first premium beer to address the health
and wellness trend in Brazil, Beck’s, a legitimate pure malt beer that has followed the German purity law since 1873, started its
roll-out focusing on the southeastern region of the country. We have also successfully conducted a pilot for a new variety of Brahma:
the Brahma Duplo Malte, a core plus beer pure malt produced with two types of malt. Brahma Duplo Malte reinforces brewing expertise and
has a positive impact on Brahma’s brand power. Also, in Brazil, continuing the launch of craft beers, we launched Legítima
beer in the state of Ceará. In Argentina, we launched Quilmes Red Lager, a new variety of our classic lager. At NAB we continue
to make important investments in our main brand, Guaraná Antarctica, launching its new visual brand identity.
Innovation and transformation of our business
are pillars and central elements of our commercial strategy.
During 2020, the COVID-19 pandemic played a
relevant role in accelerating consumer trends in which we were already investing, reinforcing the need for an innovative and consumer-centric
mindset. We are guided by a structure with five growth drivers involving innovation and integrated digital solutions that drive the resolution
of problems for our customers and consumers: (i) new flavors and better value-added propositions, (ii) convenience for consumers, (iii)
innovation in services for our customers, (iv) health and wellness, and (v) future beverages. In Brazil Beer, the highlight was the launch
of Brahma Duplo Malte, the result of the active listening of our consumers, which brings in its recipe the Munich and Pilsner malts and
a creaminess that deliver a differentiated experience to consumers, making the product a leader in the core plus segment in the year of
its launch. We also invested in the visual renovation of Bohemia, which continued to show strong sequential results and closed the year
with the second position in the core plus segment. Our premium beer portfolio maintained a growth rate above the beer industry, with
the strengthening of our global brands. We also launched two new beers produced with local ingredients, Berrió from Piauí
and Esmera from Goiás, contributing to the promotion of the economy and culture of the States where they are produced and sold.
Finally, we continued to innovate in other beverage categories, with the launch of four new variants of the Beats family, the Beats Zodiac,
in 12 collectible editions in collaboration with the singer Anitta, in addition to the mixed beverages Mike’s and Isla. In the non-alcoholic
beverages (NAB) category, we nationally launched Natu, our version of Guaraná Antarctica made with 100% natural ingredients and
we continue to invest in reducing the sugar content in our portfolio.
The outbreak of COVID-19, on a global scale,
has increased the volatility of the national and international markets and has been affecting the economies of the countries in which
the Company operates, and, consequently, the results of its operations. The pandemic and the restrictions imposed in response by national
governments, especially since March 2020, have generated significant changes in market dynamics both in the off-trade sales channel, composed
of supermarkets and the like, and in the on-trade channel, which is composed of bars and restaurants. In countries with higher levels
of income, more mature beer market and a greater weighting towards the off-trade sales channel, such as Canada, Company’s management
observed the stocking behavior of products and the consequent increase in volume at the beginning of the crisis. On the other hand, in
countries with lower income levels and less mature beer markets, the volume trend varies according to the market segmentation between
the on-trade and off-trade channels, so that the Company observed a greater reduction in volume the greater the weighting of the on-trade
channel. In addition, in all countries there was an increase in sales via e-commerce, although this channel represents a small portion
of Company’s total volume.
Company’s management carried out a series
of analyses on the impact of the COVID-19 pandemic, which involved (i) the review of the assumptions of the annual impairment test, (ii)
analysis of possible credit losses and inventory obsolescence, (iii) review of measurement assumptions for financial instruments, including
hedges, (iv) analysis of the recoverability of deferred taxes, (v) assessment of the relevant estimates used to prepare the interim financial
statements, among other analyses. Any impacts derived from these analyses are reflected in Company’s financial statements.
(1) The net amount of IOC cannot be directly calculated by the rate of
15% since there are exempted persons
EXHIBIT
A.III – INFORMATION OF THE CANDIDATES TO THE POSITION OF MEMBER OF THE COMPANY'S FISCAL COUNCIL
(as items 12.5 to 12.10 of Exhibit 24
to CVM Instruction 480/09)
12.5 - Composition and professional experience of members
of management, Fiscal Council and statutory audit committee
Name:
Taxpayer No. (CPF)
|
Date
of birth
Profession
|
Management body
Position held
|
Date elected
Took office
|
Term of office
Elected by controlling shareholder
|
Other positions and duties for Issuer
|
If the designated member
is an independent member, criterion used by the issuer to determine their independence;
Consecutive term of offices
|
|
|
|
|
José Ronaldo Vilela Rezende
|
06/07/1962
|
Fiscal Council
|
04/29/2021
|
Until the 2022 AGM
|
501.889.846-15
|
Accountant
|
Fiscal Council (effective member) / elected by the controlling shareholder
|
05/05/2021
(estimated)
|
Yes
|
Not applicable, since the only position held in the Company is member of the Fiscal Council.
|
|
|
|
Member elected by the controlling shareholder.
|
|
|
|
6th term of office
|
|
|
|
Elidie Palma Bifano
|
05/16/1947
|
Fiscal Council
|
04/29/2021
|
Until the 2022 AGM
|
395.907.558-87
|
Lawyer
|
Fiscal Council (effective member) / elected by the controlling shareholder
|
05/05/2021
(estimated)
|
Yes
|
Not applicable, since the only position held in the Company is member of the Fiscal Council.
|
|
|
|
Member elected by the controlling shareholder.
|
|
|
|
3rd term of office
|
|
|
|
Vinicius Balbino Bouhid
|
08/06/1961
|
Fiscal Council
|
04/29/2021
|
Until the 2022 AGM
|
667.460.867-04
|
Civil engineer
|
Fiscal Council (effective member) / elected by the minority shareholders
|
05/05/2021
(estimated)
|
No
|
Not applicable, since the only position held in the Company is member of the Fiscal Council.
|
|
|
|
Member elected by the minority shareholders.
|
2nd term of office
|
|
|
|
Emanuel Sotelino Schifferle
|
02/27/1940
|
Fiscal Council
|
04/29/2021
|
Until the 2022 AGM
|
009.251.367-00
|
Engineer
|
Fiscal Council (alternate member) / elected by the controlling shareholder
|
05/05/2021
(estimated)
|
Yes
|
Not applicable, since the only position held in the Company is member of the Fiscal Council.
|
|
|
|
Member elected by the controlling shareholder.
|
|
|
|
9th term of office
|
|
|
|
Eduardo Rogatto Luque
|
07/06/1969
|
Fiscal Council
|
04/29/2021
|
Until the 2022 AGM
|
142.773.658-84
|
Contador
|
Fiscal Council (alternate member) / elected by the controlling shareholder
|
05/05/2021
(estimated)
|
Yes
|
Not applicable, since the only position held in the Company is that of Fiscal Council member.
|
|
|
|
Member elected by the controlling shareholder.
|
|
|
|
2nd term of office
|
|
|
|
Carlos Tersandro Fonseca Adeodato
|
01/02/1954
|
Fiscal Council
|
04/29/2021
|
Until the 2022 AGM
|
337.770.397-72
|
Economist
|
Fiscal Council (alternate member) / elected by the minority shareholders
|
05/05/2021
(estimated)
|
No
|
Not applicable, since the only position held in the Company is that of Fiscal Council member.
|
|
|
|
Independent member - elected by the minority shareholders.
|
|
|
|
2nd term of office
|
|
|
|
Professional experience / Declaration of any convictions
|
|
|
|
|
José Ronaldo Vilela Rezende –
501.889.846-15
Mr. Rezende holds the position of effective
member of the Company’s Fiscal Council since 2016. Over the past five years, he held the following positions with the following
companies/institutions: (i) member of the audit committee of Cerradinho Bioenergia S.A.; (ii) member of the audit committee of Diagnósticos
da America S.A. – DASA; and (iii) member of audit committee of Banco CSF S.A. In addition, he acted as risk management partner of
the consulting practice at PricewaterhouseCoopers Brazil (2005 to 2011), which main activities are auditing services; leader of the Agribusiness
Industry at PricewaterhouseCoopers in Brazil (2006 to 2014) and the Americas (2009 to 2014); andPricewaterhouseCoopers the partner in
charge of delivering Risk Assurance Services (RAS) at PricewaterhouseCoopers (relating to auditing processes and systems) since 1998.
Mr. Rezende is a certified fiscal council member by the Brazilian Institute of Governance (IBGC). Currently, he holds the position of
Chairman of the Company’s Fiscal Council. Mr. José Ronaldo Vilela Rezende has declared that, for all legal purposes, he has
not in the last five years been subject to the effects of any criminal conviction, any conviction or penalty arising from administrative
proceedings before the CVM, or any final verdict in the judicial or administrative sphere, that led to suspension or disqualification
from the practice of any professional or commercial activity.
Elidie Palma Bifano - 395.907.558 - 87
Mrs. Bifano holds the position of effective member
of the Company’s Fiscal Council since 2019. Over the past five years, she held the following positions with the following companies/institutions:
(i) partner at Mariz de Oliveira and Siqueira Campos Law Firm; (ii) Professor of the Professional Master's Course at the São Paulo
Law School of Fundação Getúlio Vargas - FGV, in the course Business Structuring; (iii) Professor of the post-graduation
courses strictu sensu of IBDT, IBET, APET, CEU; and (iv) effective member of the Company’s Fiscal Council. In addition, she
was member of Banco Santander (Brasil) S.A.’s Audit Committee (2012 to 2018) and audit partner of the tax consultancy area at PricewaterhouseCoopers
(1974 to 2012). Mrs. Elidie Palma Bifano has declared that, for all legal purposes, she has not in the last five years been subject to
the effects of any criminal conviction, any conviction or penalty in administrative proceedings before the CVM or any final verdict in
the judicial or administrative sphere that led to suspension or disqualification from the practice of any professional or commercial activity.
Vinicius Balbino Bouhid - 667.460.867/04
Mr. Bouhid holds the position of effective
member of the Company’s Fiscal Council since 2020. Over the past five years, he held the following positions in the following companies/institutions:
(i) effective member of the fiscal council at Norte Energia S.A.; and (ii) alternate member of the Company’s Fiscal Council. In
addition, Mr. Bouhid acted as Chief Executive Officer (CEO) of BB Securities Ltd. (2013 to 2015), a wholly-owned subsidiary of Banco do
Brasil headquartered in London that acts as a broker and distributor of bonds and securities for the EMEA region, having at the time led
the AMBIMA ranking (Brazilian Finance and Capital Markets Association) with public offers by BB Seguridade, Petrobrás, BRFoods,
CPFL, BTG Pactual, among others; also acted as Executive Manager at BB Banco de Investimentos (2009 to 2013), being responsible for the
corporate governance and private equity area of the bank; member of the Board of Directors of BB Securities in London (2013 to 2015);
member of the Fiscal Council of Companhia de Eletricidade do Estado da Bahia (Coelba), which operates in the electricity sector (2011
to 2013); member of Brasil Saúde’s Fiscal Council (2009 to 2010); and member of BrasilCap’s Fiscal Council (2001 to
2009). Mr. Vinicius Balbino Bouhid has declared that, for all legal purposes, he has not in the last five years been subject to the effects
of any criminal conviction, any conviction or penalty in administrative proceedings before the CVM or any final verdict in the judicial
or administrative sphere that led to suspension or disqualification from the practice of any professional or commercial activity.
Emanuel Sotelino Schifferle - 009.251.367-00
Mr. Schifferle holds the position of alternate
member of the Company’s Fiscal Council since 2013. Over the past five years, he held the following positions in the following companies/institutions:
(i) managing partner of ASPA Assessoria e Participações S/C Ltda., a company whose main activity is advising companies on
restructuring, acquisition, negotiating contracts and transitional management, having managed companies under judicial recovery, reorganizing
and restructuring companies, and renegotiating contracts among other activities; and (ii) member of the Fiscal Council of Estácio
Participações S.A., a listed company whose main activities are development and management of educational activity and institutions
(2008 to 2020). In addition, Mr. Schifferle acted as (i) member of the Fiscal Council of América Latina Logística (ALL),
a listed company whose main activity is providing rail and road transportation services (2004 to 2009); (ii) alternate member of the Fiscal
Council of Companhia de Bebidas das Américas - Ambev (2005 to 2014), which was succeeded by the Company as of January 2, 2014,
as described in item 6.3 of its Reference Form; (iii) member of the Board of Directors of São Carlos Empreendimentos e Participações
S.A., a listed company whose main activity is managing property development projects for itself and third parties (2007 to 2011); and
(iv) member of the Fiscal Council of Allis Participações S.A., a publicly listed company whose main business is providing
marketing and sales services for various segments (2011 to 2015). Mr. Emanuel Sotelino Schifferle has declared, for all legal purposes,
that in the last five years he has not been subject to the effects of any criminal conviction, any conviction or penalty in administrative
proceedings before the CVM or any final verdict in the judicial or administrative sphere that led to suspension or disqualification from
the practice of any professional or commercial activity.
Eduardo Rogatto Luque - 142.773.658-84
Mr. Luque holds the position of alternate
member of the Company’s Fiscal Council since 2020. In the past 5 years, he has held the following positions in the following companies/institutions:
(i) managing partner and leader of the areas of Quality and Technical Committee of the Irko Group; (ii) chairman of the Fiscal Councils
of Qualicorp S.A. and Natura & Co; (iii) effective member of the Fiscal Councils of Itaúsa S.A. and Fundação
Zerrenner; (iv) Vice-President and Financial Officer at ABRAPSA - Brazilian Association of Administrative Service Providers; (v) member
of the Institute of Independent Auditors of Brazil (IBRACON); (vi) member of California AICPA (CALAICPA); (vii) member of the Brazilian
Institute of Corporate Governance (IBGC; and (viii) member of the Brazilian Accounting Institutes (CRC and CFC). In addition, he was a
partner at PricewaterhouseCoopers (2004 to 2016), a company he worked for 27 years. Mr. Eduardo Rogatto Luque has declared, for all legal
purposes, that in the last 5 years he has not been subject to the effects of any criminal conviction, any conviction or penalty in an
administrative proceeding before the CVM or any final verdict in the judicial or administrative sphere that led to suspension or disqualification
from the practice of any professional or commercial activity.
Carlos Tersandro Fonseca Adeodato -
337.770.397/72
Mr. Adeodato holds the position of alternate
member of the Company’s Fiscal Council since 2020. Over the past 5 years, he has been involved in rendering advising and consulting
services at the company Comatrix Soluções Ltda., located in Rio de Janeiro, and at DOT Digital Group, located in Santa Catarina,
and acting as the representative of HydroCarbon Dynamics (HCDi) in Brazil, a subsidiary of Indago Energy with headquarters in Australia.
In addition, Mr. Adeodato has acted as Chief Financial and Investor Relations Officer at HRT Participações em Petróleo
and Chief Financial Officer at HRT Exploração em Petróleo Ltda (2010 to 2013). Mr. Carlos Tersandro Fonseca Adeodato
has declared, for all legal purposes, that he has not in the last five years been subject to the effects of any criminal conviction, any
conviction or penalty in administrative proceedings before the CVM or any final verdict in the judicial or administrative sphere that
led to suspension or disqualification from the practice of any professional or commercial activity.
12.6- For each person who acted as a
member of the board of directors or the Fiscal Council in the last year, state in tabulated format their percentage attendance at meetings
held by the respective body in the same period that occurred after taking office.
Fiscal Council
|
Total meetings held by the respective body since date of taking office*
|
Member's percentage attendance at meetings held by the respective body in the same period, after taking office
|
José Ronaldo Vilela Rezende
|
8
|
100%
|
Elidie Palma Bifano
|
8
|
100%
|
Vinicius Balbino Bouhid
|
8
|
100%
|
Emanuel Sotelino Schifferle
|
8
|
100%
|
Eduardo Rogatto Luque
|
8
|
100%
|
Carlos Tersandro Fonseca Adeodato
|
8
|
100%
|
* Meetings held from 05/06/2020
to 03/16/2021.
12.7 - Provide information mentioned
in item 12.5 in relation to members of the statutory committees and of the audit, risk, financial and compensation committees, even if
such committees or structures are not statutory.
Not applicable. None of the members designated for
the Fiscal Council are part of any of the Company's committees.
12.8 - For each person who acted as a
member of the statutory committees or the audit, risk, financial and compensation committees, even if such committees or structures are
not statutory, state in tabular format, their percentage attendance at meetings held by the respective body in the same period that occurred
after taking office.
Not applicable. None of the members designated for
the Fiscal Council are part of any of the Company's committees.
12.9 - Any marital, 'stable union' or kinship relationship
up to the 2nd degree related to management of the issuer, its subsidiaries or controlling shareholders
a)
the Company's management:
Not applicable, since there are no cases of marital,
'stable union' or kinship relations to the second degree among those nominated for positions as members of the Fiscal Council and its
management.
b) members
of Company's management and its directly and indirectly held subsidiaries:
Not applicable, since there are no cases of marital,
'stable union' or kinship relations to the second degree among those nominated for positions as members of the Fiscal Council and managers
of the Company's directly or indirectly held subsidiaries
c)
members of Company's management and its directly or indirectly held subsidiaries:
Not applicable, since there are no cases of marital,
'stable union' or kinship relations to the second degree among those nominated for positions as members of the Fiscal Council and the
Company's directly or indirectly controlling shareholders.
d)
members of Company's management and its directly or indirectly held subsidiaries:
Not applicable, since there are no cases of marital,
'stable union' or kinship relations to the second degree among those nominated for positions as members of the Fiscal Council and the
management of the Company's directly or indirectly controlling shareholders.
12.10 - Relationships of subordination, providing
services or control between management and subsidiaries, controlling shareholders or another
a)
company directly or indirectly controlled by the Company, except those in which the Company directly
or indirectly holds all share capital:
Not applicable, since there are no relations of subordination,
service or control maintained in the last three fiscal years, among those nominated for the Fiscal Council members and those of any company
directly or indirectly controlled by the Company, except those in which the Company directly or indirectly holds all share capital.
b)
directly or indirectly controlling shareholder of the Company:
Identification
Position/duties
|
Taxpayer No. (CPF/CNPJ)
|
Relationship between manager and related person
|
Type of related person
|
Manager of the issuer
|
Eduardo Rogatto Luque
|
142.773.658-84
|
Service Supplier
|
Direct controlling shareholder
|
Member of the Company's Fiscal Council
|
Related Person
|
Fundação Zerrenner
|
60.480.480/0001-67
|
|
|
Member of Fundação Zerrenner’s Fiscal Council.
|
Note
|
N/A
|
c)
if material, supplier, client, debtor or creditor of the Company, its subsidiaries or parent companies
or subsidiaries of any of these persons, if material:
Not applicable, since there are no relevant relations
of subordination, service or control maintained in the last three fiscal years among those nominated for the Company's Fiscal Council
member positions and any supplier, client, debtor or creditor of the Company, its subsidiaries or controlling shareholders or subsidiaries
of any of these persons.
***
Exhibit
A.IV – Compensation of the Management
(as item 13 of Exhibit 24 to CVM Instruction 480/09)
13.1 Compensation
policy and practice for the Board of Directors, Board of Officers, Fiscal Council, Statutory Committees and Audit, Risk, Financial and
Compensation Committees regarding the following aspects:
a. purposes of the compensation policy or practice,
informing if the compensation practice was formally approved, the body responsible for its approval, approval date and, if the issuer
discloses the policy, websites in which the document may be found:
The main purpose of the compensation policy of the
Company is to establish a compensation system applicable to the management which encourages the development of a culture of high performance,
keeping key personnel of the Company over the long term, while ensuring that the best people are hired and retained, and the interests
of the management are aligned with those of shareholders.
The Company has a "Remuneration and Stock
Option Policy for the Board of Officers", whose provisions were consolidated and approved at a meeting of the Board of Directors
held on September 19, 2018. The Remuneration and Stock Option Policy for the Board of Officers may be found at the following electronic
address: ri.ambev.com.br, in the section “Corporate Governance”, “Policies and Codes”, “Remuneration Policy
for the Board of Officers”.
There is no policy formally approved for the remuneration
of the Board of Directors and its advisory committees, nor the Fiscal Council.
b. compensation elements, indicating:
i. description of the elements of the compensation
and the purposes of each of them
Pursuant to article 15, paragraph 1, of Company’s
Bylaws, the global amount of the Company’s compensation is fixed annually by the Annual General Meeting, the compensation being
distributed among the bodies by the Board of Directors.
The elements of the compensation of these bodies are
described below:
a) Board of Directors
The compensation of the members of the Board of Directors
is divided into: (i) a fixed compensation that is in line with market average; and (ii) a variable compensation, considering the sustainable
growth of the Company and its long-term businesses, designed to stimulate and reward significant accomplishments by means of participation
on the results. The Company also has a Stock Option Plan (“Option Plan”) and a Share-Based Payment Plan (“Stock
Plan” and, together with the Option Plan, “Plans”), for more information see item 13.4 of this Exhibit
A.IV. Additionally, certain members of the Board of Directors also participate in a private pension fund to which the Company also
makes partial contributions, as described in item 13.10 of this Exhibit A.IV.
b) Board of Officers
Executive Officers have their compensation divided
into fixed and variable components, provided that the base pay (the fixed component) is in line with market average, while the main focus
is on the variable compensation (participation on the results) and on the long-term incentives. The members of the Board of Directors
are also entitled to stock and/or options granted under the Plans, and, potentially, in the case of executives identified to have high
potential in the long term, the granting of Share Appreciation Rights (as defined in item 13.4 below). The goal is to stimulate the alignment
of interests for long-term value generation.
The Executive Officers are entitled to the benefits
provided for in the benefits policy of the Company, pursuant to item 14.3(2) of the Company’s Reference Form. Such benefits include
medical, dental, educational and social assistance to executive officers and their dependents, free of costs or at a reduced cost. In addition, certain executive officers participate
in a private pension plan to which the Company makes partial contributions, as described in item 13.10 of this Exhibit A.IV.
c) Fiscal Council
The members of the Fiscal Council receive a fixed
compensation that corresponds, at least, to the legal minimum resolved by the Shareholders’ Meeting. The compensation paid to each
member should not be lower than ten percent of the compensation assigned to each Executive Officer, considering the average amount received
by the Executive Officers, excluding any benefits, representation allowances and participation on the results. The compensation of the
alternate members is equivalent to 50% of the compensation of the effective members. Additionally, the members of the Fiscal Council shall
be mandatorily reimbursed for transportation and lodging expenses, which may be necessary to perform their functions. The members of the
Fiscal Council are not entitled to receive variable compensation.
d) Committees
All members of the Related Parties and Antitrust Conducts
Committee and the members of the Operations, Finance and Compensation Committee that are part of the Board of Directors of the Company
do not receive any specific compensation for their activities in those Committees. Members, who do not meet this condition, receive annual
fixed fees aligned with the market average and annually updated based on the IPCA variation and are not entitled to receive variable compensation.
Additionally, all members of the Committees shall be mandatorily reimbursed for transportation and lodging expenses, which may be necessary
to perform their functions.
ii. regarding the 3 last fiscal years, what is
the participation of each element in total compensation
2020
|
Board of Directors
|
Board of Officers
|
Fiscal Council
|
Committees
|
Fixed Compensation
|
54.54%
|
33.99%
|
100.00%
|
100.00%
|
Fees
|
45.45%
|
27.56%
|
83.33%
|
100.00%
|
Direct and indirect benefits
|
0.00%
|
1.22%
|
-
|
-
|
Charges
|
9.09%
|
5.21%
|
16.67%
|
0.00%
|
Variable compensation
|
0.00%
|
0.00%
|
-
|
-
|
Share-based compensation, including stock Options
|
45.46%
|
66.01%
|
-
|
-
|
2019
|
Board of Directors
|
Board of Officers
|
Fiscal Council
|
Committees
|
Fixed Compensation
|
45.35%
|
31.72%
|
100%
|
100%
|
Fees
|
37.79%
|
25.37%
|
83.33%
|
100%
|
Direct and indirect benefits
|
0.00%
|
1.37%
|
-
|
-
|
Charges
|
7.56%
|
4.97%
|
16.67%
|
-
|
Variable compensation
|
7.84%
|
11.43%
|
-
|
-
|
Share-based payment and stock Options
|
46.82%
|
56.85%
|
-
|
-
|
2018
|
Board of Directors
|
Board of Officers
|
Fiscal Council
|
Committees
|
Fixed Compensation
|
44.09%
|
36.85%
|
100%
|
100%
|
Fees
|
36.74%
|
28.69%
|
83.28%
|
100%
|
Direct and indirect benefits
|
0.00%
|
2.10%
|
-
|
-
|
Charges
|
7.35%
|
6.06%
|
16.72%
|
-
|
Variable compensation
|
3.26%
|
5.80%
|
-
|
-
|
Share-based payment and stock options
|
52.65%
|
57.36%
|
-
|
-
|
The proportion of the elements of compensation of
the Board of Directors and the Board of Officers described above tends to repeat, to a greater or lesser degree, in years when the Company
meets the eligible targets for distribution of variable compensation.
Variable compensation is determined according to the
performance verified in relation to pre-established targets. Consequently, in case the minimum targets established are not fulfilled,
no variable compensation will be due.
The compensation of the members of the Fiscal Council
is 100% fixed, of which 83.33% corresponds to fees and 16.67% corresponds to charges on remuneration (percentages applicable to the years
2020, 2019 and 2018) and are reimbursed for their travels and lodging expenses required for the performance of their duties.
The members of the Committees that are not part of
the Company’s Board of Directors have 100% of their compensation composed of annual fixed fees and are reimbursed for their travels
and lodging expenses required for the performance of their duties.
iii. methodology for calculation and restatement
of each of the compensation elements
The overall compensation of the management, as approved
by the Annual Shareholders’ Meeting, is restated annually based on a market research carried out according to the terms indicated
in sub-item (h) (ii) below and periodically assessed by the Company’s People & Management area, so as to secure that the amount
paid is sufficient to meet the specific objectives in relation to the market.
The variable compensation, when paid in cash, is calculated
as a multiple of fixed compensation, provided that the target conferred on the manager and the Company have been achieved.
Regarding the determination of the amount of stock
options to be granted under the Option Plan, please refer to items 13.4 and 13.8 below. For a description of the determination of the
benefit resulting from Share Appreciation Rights, please refer to item 13.4 below. For a description related to the Stock Plan, please
refer to item 13.4 below.
Both for purpose of compensation and for purpose of
granting stock / options the achievement of annual targets as well as other results delivered in the year, meritocracy criteria and seniority
level of the executive are taken into consideration.
Please refer to sub-item “h” below for
further information.
iv. reasons behind the compensation elements
Compensation of the management is defined to encourage
its members to meet short, medium and long-term results for the Company. On this regard, the Company secures a fixed compensation based
on market research, however, encouraging the achievement of expressive results to obtain a variable compensation above market average.
Therefore, Company’s targets must be challenging but achievable.
The possibility of granting options and shares encourages
the alignment of interests of the shareholders and the management over the long-term, upon the free or onerous receipt, as the case may
be, of the Company’s shares by its managers, with restrictions on sale or delivery, contingent upon continued employment with the
Company for a certain period of time. Also, additional shares may be granted depending on the reinvestment level of the variable compensation.
Finally, the Company has decided to adopt, for certain
executives deemed strategic and with high performance potential, the granting of Share Appreciation Rights, enabling such participants
to receive cash bonus based on the value of the shares of the Company. The granting of Share Appreciation Rights, however, is contingent
upon the continued employment of executives with Company for a long or very long term, with lock-up periods of 5 to 10 years, therefore
encouraging the retaining of strategic talent and generating value for shareholders in the long term.
In relation to the Fiscal Council and the Committees,
the intention is to secure compensation compatible with the limits defined in applicable legislation, ensuring that its members are duly
rewarded to perform their duties.
v. the existence of members who do not receive
compensation and the reason for that
The alternate members and 3 members of the Board of
Directors that are also part of the management of the Parent Company (Anheuser-Busch InBev S.A./N.V - “ABI”), which
bears the compensation payment of these members, do not receive compensation from the Company.
c. key performance indicators taken into account
for determining each compensation element:
The key performance indicators for purposes of defining
the variable compensation based on the achievement of goals either for the Company or its management are: EBITDA, cash flow and net revenues,
in addition to other specific indicators for the various departments of the Company, according to their respective functions and competencies.
d. how is the compensation structured to reflect
the progress of performance indicators:
The variable compensation (profit sharing) is defined
according to the following basis: (i) below a certain level of target achievement, no variable compensation shall be due, but, on the
other hand, outstanding accomplishments of targets must be compensated with participation on the results comparable to or even higher
than top levels in the market; and (ii) variable compensation will only be granted if both the targets of the Company and those targets
of the manager are achieved.
The managers have the possibility to reinvest their
variable compensation in the Company, by using said compensation, in total or in part, for the exercise of the stock option granted within
the Option Plan. In this event, the Company may grant to said executives additional shares or options, depending on the reinvestment level
of their variable compensation.
For high potential executives, the Company also adopts
a variable pay practice defined as Share Appreciation Rights. According to such practice, the executives receive, after vesting periods
varying between five and ten years, a value per share corresponding to the closing price of shares or American Depositary Receipts (“ADRs”)
issued by the Company at B3 S.A. - Brasil, Bolsa, Balcão (“B3”) or at the New York Stock Exchange (“NYSE”),
as applicable, on the trading session immediately before the respective vesting periods.
e. how the compensation policy or practice is aligned
with short, medium and long-term interests of the Company:
The fixed compensation is a compensation based on
market research, but as the segment cycle in which the Company operates in is the segment of medium and long term, the alignment of the
compensation to the interests of the Company is verified by means of the granting of a substantial portion of compensation referred to
those periods.
The medium-term income is aligned with the compensation
policy of the Company as to the payment of the profit sharing. In this case, the income of the Company and the results of its management
during the year will affect the amount to be assigned as variable pay.
Additionally, the Option Plan requires a commitment
of funds over the long-term, by virtue of the binding vesting period, the restriction on sale applicable to the corresponding shares or
the delivery of stock options or shares being contingent upon the executive continued employment with the Company.
The Stock Plan reinforces the need for a long-term
commitment, once the delivery of the Company’s shares is contingent upon the executive continued employment with the Company and
the lapse of a vesting period.
Share Appreciation Rights occasionally granted to
elected high potential executives by the Company, align the long-term and very long-term interests by means of the possibility of receiving,
after the vesting periods of five or ten years, the amount corresponding to the appreciation of the shares issued by the Company, to encourage
the retaining of talent as well as such appreciation of shares.
As such, it is understood that the compensation policy
of the Company is totally aligned with the monitoring of its performance and, therefore, reaffirms the sharing of the risk and profits
among the Company’s managers.
f. existence of compensation borne by direct or
indirect subsidiaries or controlling companies:
The alternate members and 3 members of the Board of
Directors that are also part of the management of the Parent Company (ABI), which bears compensation payment of these members,
do not receive compensation from the Company.
In addition, on November 25, 2008, certain managers
of the Company received stock options of shares issued by ABI, the controlling shareholder of the Company, totaling approximately 5 million
options, with approximately 1 million options for members of the Board of Officers, at the time, and approximately 4 million for members
of the Board of Directors, at the time. Each of such options entitles the acquisition of one common share issued by ABI. One half of those
options became exercisable on January 1st, 2014 and the other half became on January 1st, 2019. In both cases the options may be exercised
within five years at an exercise price of €10.32, corresponding to the market price of the shares of ABI on the date the options
were granted. Moreover, the exercise of such options also depended on ABI’s net debt to EBITDA ratio to fall below 2.5 before December
31, 2013, which has been achieved. In 2016, there was a grant of restricted shares issued by ABI, in accordance with the applicable lock-up
terms, in a total amount of approximately 107 thousand restricted shares, of which approximately 2,500 to members of the Board of Officers
and 104 thousand restricted shares to members of the Board of Directors.
In 2018, certain members of the Board of Directors
received 2.3 million in ABI options and certain members of the Board of Officers received 0.01 million in ABI options, being 1.7 million
in options that are conditional on achieving CAGR EBITDA of 7% in the fifth year. In the case the condition is not met, a new evaluation
will be made for the sixth year and later for the seventh year. The remaining stock options do not have a performance condition and have
a vesting period of 5 years. In addition, in 2018, there was a concession of restricted shares issued by ABI in a total of 0.2 million
shares with vesting period of 5 years.
In 2019, certain members of the Board of Directors
received 0.5 million in ABI options and no member of the Board of Officers received ABI options. The options have a vesting period of
5 years. In addition, in 2019, there was a concession of restricted shares issued by ABI in a total of 0.4 million shares with vesting
period of 5 years.
In 2020, certain members of the Board of Directors
received 4.2 million in ABI options and certain members of the Board of Officers received 4.5 million in ABI options. The options have
a vesting period of 5 years. In addition, in 2020, restricted shares issued by ABI were granted to certain members of the Board of Officers
and the Board of Directors, in a total of 1.9 million shares with vesting period of 3 and 5 years.
g. existence of any compensation or benefit connected
to the occurrence of a certain corporate event, such as the sale of corporate control of the Company:
Not applicable once there is no compensation or benefit
connected to the occurrence of any corporate event.
h. practices and procedures adopted by the Board
of Directors to define the individual compensation of the Board of Directors and Board of Officers, appointing:
i. the bodies and committees of the issuer that
participate in the decision-making process, identifying the form in which they participate
The following bodies participate in the decision-making
process for the definition of the individual compensation of the Board of Directors and the Board of Officers of the Company: the Operations,
Finance and Compensation Committee and the Board of Directors. The Compensation, Financial and Operation Committee is responsible for
providing an opinion on the management’s proposal to be assessed by the Board of Directors concerning the definition of the compensation
policy for the high-performance management and employees of the Company, including their individual compensation packages, in order to
the ensure that the beneficiaries have the proper compensation and incentives to reach an exceptional and sustainable performance. On
the other hand, the Board of Directors is responsible for deciding on the recommendation presented by the Operations, Finance and Compensation
Committee, as well as defining the criteria for the granting of stock / options, compensation and benefits (indirect benefits, participation
on the results etc.) of the top management and employees, thus included the managers or holders of equivalent officer positions of the
Company.
ii. criteria and methodology used to establish
the individual compensation, appointing if studies were used to verify the market practices and, if yes, the comparison criteria and scope
of said studies
The fixed and variable individual compensation of
the members of the Board of Directors was defined based on a remuneration survey conducted with large public companies and is updated
annually based on the IPCA variation until the Board of Directors deems it necessary to engage at a new compensation survey. All directors
receive the same remuneration, being noted that (i) the directors compensated by the controlling shareholder and the alternates do not
receive any fees from the Company; and (ii) the co-chairman of the Board of Directors compensated by the Company has different compensation
due to his unique experience in the sector in which the Company operates, his greatest attributions and his longer time of dedication.
The fixed and variable individual compensation of
the members of the Board of Officers is defined based on an annual remuneration survey, using the group of companies classified as “non-durable
consumer goods” in the comparison. For the definition of fees, the monthly amount paid by the median of the companies involved in
the survey is used as reference. If there is a positive variation of this indicator in relation to the previous year, the reference of
the previous year is updated. After updating the market benchmark for each position level, the fees are set by varying according to meritocracy
criteria and the seniority level of the executive. Without prejudice to the evaluation by the Operations, Finance and Compensation Committee
and by the Board of Directors, as indicated in item (i) above, the fees of the Board of Officers are analyzed annually by the Company’s
People & Management area, which may make adjustment recommendations, if deemed necessary. Any recommendations need to be approved
by the CEO to be implemented.
iii. the frequency and method in which the Board
of Directors assesses the adequacy of the compensation policy of the issuer
Annually,
the Operations, Finance and Compensation Committee evaluates the retention of the Company’s talents, which includes the analysis
of the need to adapt the compensation practices adopted by the Company. If this Committee deems it necessary, it is proposed to the Board
of Directors to adjust these practices. In addition, the goals of executives, whose achievement is decisive in the determination of the
amount to be paid by the Company as variable compensation and the amount of stock options to be granted are reviewed and validated by
the Board of Directors annually.
13.2. Regarding the compensation of the Board of
Directors, Board of Officers and Fiscal Council recognized in the income statement for the three previous fiscal years and forecasts for
current year
Forecast for 2021
|
Board of Directors
|
Board of Officers
|
Fiscal Council
|
Total
|
No. of Members
|
13.00
|
13.00
|
6.00
|
32.00
|
No. of members receiving compensation
|
8.33
|
13.00
|
6.00
|
27.33
|
Annual Fixed Compensation
|
|
|
|
|
Salary/fees
|
6,775,028.00
|
18,260,927.00
|
1,845,504.00
|
26,881,459.00
|
Direct and indirect benefits
|
-
|
-
|
-
|
-
|
Compensation for sitting on Committees
|
-
|
-
|
-
|
-
|
Others(i)
|
-
|
-
|
-
|
-
|
Description of other fixed compensation
|
-
|
-
|
-
|
-
|
Variable Compensation
|
|
|
|
|
Bonus
|
-
|
-
|
-
|
-
|
Profit sharing
|
4,687,313.00
|
35,380,305.00
|
-
|
40,067,618.00
|
Compensation for attending meetings
|
-
|
-
|
-
|
-
|
Commissions
|
-
|
-
|
-
|
-
|
Others
|
-
|
-
|
-
|
-
|
Description of other variable compensation
|
|
|
|
|
Post-Employment Benefits
|
-
|
809,886.61
|
-
|
809,886.61
|
Termination Benefits
|
5,347,790.19
|
-
|
-
|
5,347,790.19
|
Share-based compensation, including stock options (i)
|
8,745,928.67
|
43,521,959.16
|
-
|
52,267,887.83
|
Observation
|
The number of members of each body corresponds to the average annual number of members of each body determined on a monthly basis to two decimal places.
|
The number of members of each body corresponds to the average annual number of members of each body determined on a monthly basis to two decimal places.
|
The number of members of each body corresponds to the average annual number of members of each body determined on a monthly basis to two decimal places.
|
|
Total compensation
|
25,556,059.85
|
97,973,077.77
|
1,845,504.00
|
125,374,641.63
|
(i) In accordance with the new CVM guidance disclosed
in the Circular-Notice/CVM/SEP/No. 01/2021, the table above does not taken into account amounts referring to employer’s payroll
charges, following the decision of the CVM Collegiate body in the Proceeding No. 19957.007457/2018-10. For comparative purposes, the Company
has disclosed such employer’s payroll charges in item 13.16 of this Exhibit A.IV.
2020
|
Board of Directors
|
Board of Officers
|
Fiscal Council
|
Total
|
No. of Members
|
13.00
|
11.77
|
6.00
|
30.77
|
No. of members receiving compensation
|
8.67
|
11.77
|
6.00
|
26.44
|
Annual Fixed Compensation
|
|
|
|
|
Salary/fees
|
5,836,630.00
|
15,369,213.00
|
1,716,643.00
|
22,922,486.00
|
Direct and indirect benefits
|
-
|
-
|
-
|
-
|
Compensation for sitting on Committees
|
-
|
-
|
-
|
-
|
Others
|
1,167,326.00
|
2,906,535.00
|
343,329,00
|
4,417,190.00
|
Description of other fixed compensation
|
Others: refers to INSS employer’s contribution
|
Others: refers to INSS employer’s contribution
|
Others: refers to INSS employer’s contribution
|
-
|
Variable Compensation
|
|
|
|
|
Bonus
|
-
|
-
|
-
|
-
|
Profit sharing
|
-
|
-
|
-
|
-
|
Compensation for attending meetings
|
-
|
-
|
-
|
-
|
Commissions
|
-
|
-
|
-
|
-
|
Other
|
-
|
-
|
-
|
-
|
Description of other variable compensation
|
|
|
|
|
Post-Employment Benefits
|
-
|
681,636.80
|
-
|
681,636.80
|
Termination Benefits
|
-
|
-
|
-
|
-
|
Share-based compensation, including stock options (i)
|
5,838,795.76
|
36,816,162.01
|
-
|
42,654,957.78
|
Observation
|
The number of members of each body corresponds to the average annual number of members of each body determined on a monthly basis to two decimal places.
|
The number of members of each body corresponds to the average annual number of members of each body determined on a monthly basis to two decimal places.
|
The number of members of each body corresponds to the average annual number of members of each body determined on a monthly basis to two decimal places.
|
-
|
Total compensation
|
12,842,751.76
|
55,773,546.81
|
2,059,972.00
|
70,676,270.58
|
2019
|
Board of Directors
|
Board of Officers
|
Fiscal Council
|
Total
|
No. of Members
|
13.00
|
10.92
|
5.67
|
29.58
|
No. of members receiving compensation
|
8.00
|
10.92
|
5.67
|
24.58
|
Annual Fixed Compensation
|
|
|
|
|
Salary/fees
|
5,413,489.00
|
15,434,648.00
|
1,598,250.00
|
22,446,387.00
|
Direct and indirect benefits
|
-
|
-
|
-
|
-
|
Compensation for sitting on Committees
|
-
|
-
|
-
|
-
|
Others
|
1,082,698.00
|
3,025,520.00
|
319,650.00
|
4,427,868.00
|
Description of other fixed compensation
|
Others: refers to INSS employer’s contribution
|
Others: refers to INSS employer’s contribution
|
Others: refers to INSS employer’s contribution
|
-
|
Variable Compensation
|
-
|
-
|
-
|
-
|
Bonus
|
-
|
-
|
-
|
-
|
Profit sharing
|
1,122,565.00
|
6,955,545.00
|
-
|
8,078,110.00
|
Compensation for attending meetings
|
-
|
-
|
-
|
-
|
Commissions
|
-
|
-
|
-
|
-
|
Other
|
-
|
-
|
-
|
-
|
Description of other variable compensation
|
|
|
|
|
Post-Employment Benefits
|
-
|
835,527.00
|
-
|
835,527.00
|
Termination Benefits
|
-
|
-
|
-
|
-
|
Share-based compensation, including stock options
|
6,706,482.00
|
34,586,878.00
|
-
|
41,293,360.00
|
Observation
|
The number of members of each body corresponds to the average annual number of members of each body determined on a monthly basis to two decimal places.
|
The number of members of each body corresponds to the average annual number of members of each body determined on a monthly basis to two decimal places.
|
The number of members of each body corresponds to the average annual number of members of each body determined on a monthly basis to two decimal places.
|
-
|
Total compensation
|
14,325,234.00
|
60,838,118.00
|
1,917,900.00
|
77,081,252.00
|
2018
|
Board of Directors
|
Board of Officers
|
Fiscal Council
|
Total
|
No. of Members
|
13.00
|
10.67
|
5.58
|
29.25
|
No. of members receiving compensation
|
8.33
|
10.67
|
5.58
|
24.58
|
Annual Fixed Compensation
|
|
|
|
|
Salary/fees
|
5,300,357.00
|
11,602,815.00
|
1,490,306.00
|
18,393,478.00
|
Direct and indirect benefits
|
-
|
-
|
-
|
-
|
Compensation for sitting on Committees
|
-
|
-
|
-
|
-
|
Others
|
1,060,071.00
|
2,450,542.00
|
299,254.00
|
3,809,867.00
|
Description of other fixed compensation
|
Others: refers to INSS employer’s contribution
|
Others: refers to INSS employer’s contribution
|
Others: refers to INSS employer’s contribution
|
-
|
Variable Compensation
|
|
|
|
|
Bonus
|
-
|
-
|
-
|
-
|
Profit sharing
|
469,575.00
|
2,344,266.00
|
-
|
2,813,841.00
|
Compensation for attending meetings
|
-
|
-
|
-
|
-
|
Commissions
|
-
|
-
|
-
|
-
|
Other
|
-
|
-
|
-
|
-
|
Description of other variable compensation
|
|
|
|
|
Post-Employment Benefits
|
-
|
849,976.37
|
-
|
849,976.37
|
Termination Benefits
|
-
|
-
|
-
|
-
|
Share-based compensation, including stock options(i)
|
7,595,577.00
|
23,201,114.00
|
-
|
30,796,691.00
|
Observation
|
The number of members of each body corresponds to the average annual number of members of each body determined on a monthly basis to two decimal places.
|
The number of members of each body corresponds to the average annual number of members of each body determined on a monthly basis to two decimal places.
|
The number of members of each body corresponds to the average annual number of members of each body determined on a monthly basis to two decimal places.
|
-
|
Total compensation
|
14,425,580.00
|
40,448,713.00
|
1,789,560.00
|
56,663,853.37
|
(i) Amounts arising from the accounting effects provided for in CPC 10 -
Share-based Payment.
Note: The alternate members of the Board of Directors
and of the Fiscal Council are accounted for in the “number of members” included in the tables above.
13.3. Regarding the variable compensation of the
Board of Directors, the Board of Officers and the Fiscal Council for the three previous fiscal years and the forecasts for current fiscal
year:
Variable compensation – forecast for 2021
|
Body
|
Board of Directors
|
Board of Officers
|
Fiscal Council
|
Total
|
No. of members
|
13.00
|
13.00
|
6.00
|
32.00
|
No. of members receiving compensation
|
1.00
|
13.00
|
0.00
|
14.00
|
Bonus
|
-
|
-
|
-
|
-
|
Minimum amount according to compensation plan
|
-
|
-
|
-
|
-
|
Maximum amount according to compensation plan
|
-
|
-
|
-
|
-
|
Amount provided for in compensation plan in case the targets are met
|
-
|
-
|
-
|
-
|
Profit sharing
|
|
|
|
|
Minimum amount according to compensation plan
|
205,070
|
1,536,645
|
-
|
1,741,715
|
Maximum amount according to compensation plan
|
4,687,313
|
35,380,305
|
-
|
40,067,618
|
Amount provided for in compensation plan in case the targets are met
|
2,458,328
|
18,420,926
|
-
|
20,879,254
|
Variable compensation – fiscal year ended on December 31, 2020
|
Body
|
Board of Directors
|
Board of Officers
|
Fiscal Council
|
Total
|
No. of members
|
13.00
|
11.77
|
6.00
|
30.77
|
No. of members receiving compensation
|
0.00
|
0.00
|
0.00
|
0.00
|
Bonus
|
-
|
-
|
-
|
-
|
Minimum amount according to compensation plan
|
-
|
-
|
-
|
-
|
Maximum amount according to compensation plan
|
-
|
-
|
-
|
-
|
Amount provided for in compensation plan in case the targets are met
|
-
|
-
|
-
|
-
|
Profit sharing
|
|
|
|
|
Minimum amount according to compensation plan
|
210,051
|
1,525,891
|
-
|
1,735,942
|
Maximum amount according to compensation plan
|
5,761,394
|
42,587,950
|
-
|
48,349,344
|
Amount provided for in compensation plan in case the targets are met
|
2,400,581
|
17,387,694
|
-
|
19,788,275
|
Amount effectively recognized in the income statement for the fiscal year
|
-
|
-
|
-
|
-
|
Note: The difference between the minimum
forecasted amount and the amount effectively recognized in the income statement for the fiscal year of 2020 is mainly due to the variable
component of the compensation, which is linked to specific performance goals of the Company’s managers.
Variable compensation – fiscal year ended on December 31, 2019
|
Body
|
Board of Directors
|
Board of Officers
|
Fiscal Council
|
Total
|
No. of members
|
13.00
|
10.92
|
5.67
|
29.58
|
No. of members receiving compensation
|
1.00
|
10.92
|
0.00
|
11.92
|
Bonus
|
-
|
-
|
-
|
-
|
Minimum amount according to compensation plan
|
-
|
-
|
-
|
-
|
Maximum amount according to compensation plan
|
-
|
-
|
-
|
-
|
Amount provided for in compensation plan in case the targets are met
|
-
|
-
|
-
|
-
|
Amount effectively recognized in the income statement for the fiscal year
|
-
|
-
|
-
|
-
|
Profit sharing
|
|
|
|
|
Minimum amount according to compensation plan
|
204,526
|
1,473,022
|
-
|
1,677,548
|
Maximum amount according to compensation plan
|
5,609,855
|
41,089,772
|
-
|
46,699,627
|
Amount provided for in compensation plan in case the targets are met
|
2,337,440
|
16,834,535
|
-
|
19,171,975
|
Amount effectively recognized in the income statement for the fiscal year
|
1,122,565
|
6,955,545
|
-
|
8,078,110
|
|
Variable compensation – fiscal year ended on 12/31/2018
|
Body
|
Board of Directors
|
Board of Officers
|
Fiscal Council
|
Total
|
No. of members
|
13.00
|
10.67
|
5.58
|
29.25
|
No. of members receiving compensation
|
1.00
|
10.67
|
0.00
|
11.67
|
Bonus
|
-
|
-
|
-
|
|
Minimum amount according to compensation plan
|
-
|
-
|
-
|
-
|
Maximum amount according to compensation plan
|
-
|
-
|
-
|
-
|
Amount provided for in compensation plan in case the targets are met
|
-
|
-
|
-
|
-
|
Amount effectively recognized in the income statement for the fiscal year
|
-
|
-
|
-
|
-
|
Profit sharing
|
|
|
|
|
Minimum amount according to compensation plan
|
504,674
|
2,782,303
|
-
|
3,286,977
|
Maximum amount according to compensation plan
|
4,249,890
|
23,429,920
|
-
|
27,679,810
|
Amount provided for in compensation plan in case the targets are met
|
3,162,886
|
15,499,729
|
-
|
18,662,615
|
Amount effectively recognized in the income statement for the fiscal year
|
469,575
|
2,344,266
|
-
|
2,813,841
|
|
|
|
|
|
|
|
|
|
As shown in the tables of item 13.2 above, the Company
only pays profit sharing. Therefore, bonus payment does not apply for purposes of this item 13.3.
Note: The alternate members of the Board
of Directors and of the Fiscal Council are accounted for in the “number of members” included in the tables above.
13.4. Regarding the share-based compensation plan
applicable to the Board of Directors and Board of Officers in force for the last fiscal year and forecasted for current fiscal year
a. general terms and conditions:
Option Plan
The Option Plan was approved by the Extraordinary
Shareholders’ Meeting of the Company held on July 30, 2013 and provides for the general conditions applicable to the granting of
options, the criteria to determine its exercise price, its general terms and conditions, and the restrictions on the transfer of shares
acquired by its exercise.
The Option Plan is managed by the Board of Directors
which grants options establishing the specific terms and conditions applicable to each grant through stock option programs, such as the
identification of the beneficiaries, the options’ exercise price, any restrictions to the acquired shares, the vesting periods and
the option exercise periods and rules applicable to the termination of the beneficiary’s employment contract, and it may also establish
targets related to the performance of the Company. The Board of Directors may further define specific rules applicable to beneficiaries
of the Company who have been transferred to other countries, including to the Company’s controlling companies its subsidiaries.
Under the Option Plan, senior employees and management
of the Company or its direct or indirect subsidiaries (beneficiaries) are eligible to receive stock options of the Company or ADR based
in shares issued by the Company, in the event the beneficiaries do not live in Brazil. Currently, approximately 560 people (including
managers and employees) hold stock options for shares of the Company, taking all the programs of the Option Plan the together.
Share Appreciation Right
The Company also received the long-term incentive,
approved by the Board of Directors of Companhia de Bebidas das Américas – Ambev on August 26, 2011, granted to some executives
identified as high potential by the Company (and such incentive is denominated “Share Appreciation Rights”). Such incentive
is beyond the scope of the Option Plan, since it does not involve settlement by the granting or acquisition of shares. Within the scope
of the Share Appreciation Rights program, each beneficiary will receive two separate lots of Share Appreciation Rights – (lot A
and lot B), as the case may be, in which each Share Appreciation Right will correspond to a share or ADR, as the case may be, subject
to lock-up periods of five and ten years, respectively as of the date of their granting. Once such five or ten-year term has elapsed,
as applicable, the beneficiary who remains at the Company or in any entity of its group will receive in funds immediately available the
amount in Brazilian Reais corresponding to the closing price of shares or ADRs of the Company at B3 or NYSE, respectively, at the
trading session immediately before the end of such lock-up terms. The Share Appreciation Rights granted do not concern the delivery, subscription
or acquisition of shares or ADRs, and, therefore, will not ascribe to the beneficiary the condition of shareholder of the Company or to
any right or prerogative as a result of such condition. The benefits ascribed to the granting of Share Appreciation Rights shall be considered
as variable compensation.
Stock Plan
The Company implemented a Stock Plan, approved by
the Extraordinary Shareholders’ Meeting held on April 29, 2016, amended by the Extraordinary Shareholders’ Meeting held on
April 24, 2020, under which certain employees and members of the management of the Company or its subsidiaries, direct or indirect, are
eligible to receive shares of the Company including in the form of ADRs, in the event of persons living outside Brazil. The shares that
are subject to the Stock Plan are designated “Restricted Shares”.
The Board of Directors has broad powers of organization
and management of the Stock Plan, in accordance with its general terms and conditions, and must establish the terms and conditions applicable
to each Restricted Shares program (Share-Based Payment Program - “Stock Programs”), which, for its turn, sets the terms
and conditions specific to the participants of that program, including the conditions and procedures for transferring the Restricted Shares
and rules applicable in case of termination of the employment contract.
Under the Stock Plan, the participants may receive
up to 3.0% of shares corresponding to the Company’s capital stock, and the delivery of the Restricted Shares is exempt from financial
consideration.
b. main purposes of the Plan:
The main purposes of the Plan are: (a) to encourage
the expansion, the success and the achievement of Company’s corporate purposes and the interests of its shareholders, allowing executives
and senior employees to be owners of shares of the Company, in the terms of the Plans, encouraging this way their integration with the
Company; and (b) enabling the Company to obtain and maintain, effectively, the services of its executives and senior employees by offering
them the possibility of becoming shareholders of the Company, in the terms of the Plans.
The purposes of the Share Appreciation Right incentive
are the same described above, aiming at encouraging the alignment of interests for the generation of value in the long term, except for
the fact that there is no delivery of shares.
c. how does these plans contribute to these objectives:
The possibility of acquiring or receiving shares issued
by the Company under advantageous conditions provided for in the Plans allows the introduction of considerable incentives for the employees
and management of the Company to commit to create value over the long term, seeking the future appreciation of shares. In addition, it
allows the employees and the managers of the Company to join the interests of the shareholders, the corporate purposes and the growth
plans of the Company, maximizing their results. Also, the adopted model expects to be efficient as a mechanism of retention of the key
employees and managers due to, mainly, the sharing of the appreciation of the Company’s shares.
d. how does the Plan fit into the Company compensation
policy:
The Plans and the incentive of the Share Appreciation
Rights encourage the direct commitment of the respective beneficiaries or participants, as the case may be, with the performance of the
Company in the medium and long term, once the most substantial portion of asset increase is connected to said performance.
In addition, the Option Plan contains elements that
encourage the commitment of beneficiaries by giving them the option to allocate their own funds to purchase shares. Additionally, the
Plans and the Share Appreciation Rights incentive stimulate the continued employment of executives that the Company deems highly strategic
to its business and activities, upon the granting of an attractive variable compensation additional in the long or very long term.
e. how does the Plan aligns the interests of the
management with those of the Company in the short, medium and long term:
The options granted under the Option Plan provide
for mechanisms that enable lining up the interests of the management in different time horizons. In the short term, the managers participating
in the Option Plan are encouraged to contribute to high earnings of the Company, since, at the end of the respective grace periods, when
the beneficiaries become owners of the shares of the Company, they will also have the right to receive dividends. Regarding the medium
and long term, the models used by the Company to grant stock options allow the allocation of a percentage of the beneficiary’s share
on the results to the immediate exercise of the options which will give right to shares that will be subject to restrictions on transfer
and delivery contingent upon continued employment of the beneficiary with the Company. For this reason, beneficiaries are expected to
have their interests aligned with expectations of appreciation of the shares of the Company in the medium and long term, once the relevant
shares will be subject to a lock-up, that is, a period during which they cannot be transferred (please refer to item “l” below).
In addition, there are granting models in which the options granted to the beneficiaries are subject to a vesting period during which
such shares may not be exercised and, therefore, convertible into shares. Therefore, the granting of options with said characteristics
serves as a powerful incentive to align the interests of employees with those of the management of the Company in the long term, due to
the possibility of expressive gains in the event of appreciation of the stocks of the Company.
In the case of the Share Appreciation Rights incentive,
grants are essentially designed to align interests in the long and very long term. Any amounts may only be paid by the Company to the
beneficiary after the applicable lock-up period of five or ten years, then encouraging a sustainable value generation over the time, and
primarily encouraging continued employment of executives deemed strategic or of high potential in relation to the Company’s long-term
targets for a term of two to ten years (depending on the program).
The same logic is applicable to the Stock Plan, programs
of which the participants only receive the shares after long vesting periods and, further, conditioned to the continuance of the participant
in the Company.
f. maximum number of shares covered:
The Option Plan does not provide for a maximum number
of options potentially covered by the plan. Nevertheless, the Stock Plan provides for that the global amount of shares to be granted to
employees and managers of the Company is up to 3.0% of shares representing the Company’s capital stock.
On December 31, 2020, the maximum number of shares
covered by options not yet exercised, in relation to the members of the Board of Officers and the Board of Directors, totaled 14,612,572
common shares issued by the Company, already including the effects of the dilution resulting from the exercise of all options under all
programs within the scope of the outstanding Option Plan.
g. maximum number of options to be granted:
The Option Plan does not provide the maximum number
of options potentially covered by the plan, it being incumbent upon the Board of Directors to establish the options upon the approval
of each program.
Considering that each option ensures to the beneficiary
the right to acquire a common share of the Company, the quantity of granted options is connected to the dilution limit described in the
second paragraph of item “f” above”. On December 31, 2020, this amount corresponds, in relation to the members of the
Board of Directors and Board of Officers, to 14,612,572 options within the scope of all programs in the Option Plan.
This item does not apply to the Stock Plan and the
Share Appreciation Rights incentive.
h. conditions to acquire shares:
In the Company’s programs named Programs 2014.1,
2014.2, 2014.3, 2015.1, 2015.2, 2015.3, 2016.1, 2016.2, 2016.3, 2017.1, 2017.2, 2017.4, 2018.1, 2018.2, 2018.4, 2019.1, 2019.2, 2019.4,
2019.5, 2020.1 and 2021.1, all within the Scope of the Option Plan, two types of grant were awarded, as follows: (i) in one type of grant,,
the exercise price of the options must be paid on demand (or within five business days), although the delivery of a substantial part of
the shares acquired is contingent upon continued employment of the beneficiary with the Company for a term of two to ten years (depending
on the program) as of the exercise date; and (ii) in the other type of grant, a beneficiary may only exercise his/her options after a
vesting period of five years, upon payment of exercise price on demand, in consideration for the delivery of shares. Under this new model
the exercise of options is not conditioned to meeting the Company’s performance targets.
The Share Appreciation Rights incentive does not involve
exactly the acquisition of shares. The cash payment by the Company to the beneficiary of the amounts determined based on market prices
of shares or ADRs issued by the Company is subject to continued employment with the Company for a term of five years for lot A and ten
years for lot B, and it is not contingent upon the Company meeting performance targets.
In the Programs 2018.1, 2018.3, 2018.4, 2019.1, 2019.3,
2019.6, 2020.1, 2020.3A, 2020.3B, 2020.5, 2020.8 and 2021.2, within the scope of the Stock Plan, the granting was made free of charges
and the shares will only be transferred to the participants after the vesting period of three or five years, as the case may be, and provided
that the participant maintains the employment/statutory bond with the Company until the end of said term. There is no binding of the participants
to the reaching of the Company’s performance goals.
i. criteria to set the acquisition or exercise
price:
The price of the exercise of the shares arising from
the Programs 2014.1, 2014.2, 2014.3, 2015.1, 2015.2, 2015.3, 2016.1, 2016.2, 2016.3, 2017.1, 2017.2, 2017.4, 2018.1, 2018.2, 2018.4, 2019.1,
2019.2, 2019.4, 2019.5, 2020.1 and 2021.1, all in the scope of the Option Plan, corresponds to the closing price of the Company’s
stocks traded at B3 on the trading session immediately before the grant date, traded at B3, and a discount may be applied depending on
the program.
The Share Appreciation Rights incentive does not involve
the acquisition of shares, but rather the payment of a cash amount by the Company to the beneficiary. Such amount is determined at the
end of the lock-up period applicable to each lot, based on the closing price of Company’s shares or ADRs on the trading session
of B3 or NYSE, as applicable, immediately before the date of payment. Each Share Appreciation Right shall correspond to the right related
to one share or ADR, as applicable.
In the Programs 2018.1, 2018.3, 2018.4, 2019.1, 2019.3,
2019.6, 2020.1, 2020.3A, 2020.3B, 2020.5, 2020.8 and 2021.2, within the scope of the Stock Plan, the granting of shares shall be made
free of charge to the participants, under the terms of the Stock Plan and of the relevant program.
j. criteria to set the final term for exercise:
Within the scope of the Option Plan, according to
the Programs 2014.1, 2014.2, 2014.3, 2015.1, 2015.2, 2015.3, 2016.1, 2016.2, 2016.3, 2017.1, 2017.2, 2017.4, 2018.1, 2018.4, 2019.1 and
2019.5, the lots may only be exercised (i) in full upon the execution of the option grant agreement by the beneficiary; or (ii) in a period
of five years after the verification of the vesting period of the relevant options. The programs 2018.2, 2019.2, 2019.4, 2020.1 and 2021.1
have single lots that may be exercised, in total or in part, within 45 days from the granting date. The criteria used in the establishment
of said terms takes into account the short, medium and long-term goals of this incentive form.
With regard to the Share Appreciation Rights, lot
A provides for a term of five years to receive the relevant amounts, while in the case of lot B, there is a term of ten years. The main
purpose of grace periods is to retain executives deemed of high potential and strategic for the business and activities of the Company,
encouraging their continued employment with the Company in view of the possibility of receiving, in the long term, potentially attractive
amounts linked to the value of shares issued by the Company.
Within the scope of the Stock Plan, according to the
Programs 2018.1, 2018.3, 2018.4, 2019.1, 2019.3, 2019.6, 2020.1, 2020.3A, 2020.3B, 2020.5, 2020.8 and 2021.2 the delivery of Restricted
Shares will be made after the vesting period of three to five years, as the case may be.
k. form of settlement:
In the case of the Option Plan, the Company may use
treasury stocks to satisfy the exercise of options, and may, when applicable, use ADRs backed by shares issued by the Company. The Company
may also issue new shares, upon an increase in capital stock, upon a resolution of the Board of Directors within the limits of authorized
capital. The rule is that the exercise price must be paid on demand upon the exercise of the options within a period of up to five days
as of their exercise date, depending on the program.
The Share Appreciation Rights do neither involve the
effective delivery of shares, nor the payment of any amount by the beneficiary. They are settled upon the payment of the cash benefit
by the Company directly to the beneficiary, immediately after the end of the relevant grace period.
Within the scope of the Stock Plan, according to the
Programs 2018.1, 2018.3, 2018.4, 2019.1, 2019.3, 2019.6, 2020.1, 2020.3A, 2020.3B, 2020.5, 2020.8 and 2021.2, the Restricted Shares shall
be delivered by the Company to the respective participant after the vesting period of three to five years, as the case may be. For purposes
of the Stock Plan, the Company shall use existing shares held in treasury.
l. restrictions to the transfer of shares:
In the Programs 2014.1,
2014.2, 2014.3, 2015.1, 2015.2, 2015.3, 2016.1, 2016.2, 2016.3, 2017.1, 2017.2, 2017.4, 2018.1, 2018.2, 2018.4, 2019.1,
2019.2, 2019.4, 2019.5, 2020.1 and 2021.1, under terms of the Option Plan, the shares resulting from the option exercise may (i) be free
and clear and may be transferred at any time, respected the preemptive right of the Company; or (ii) be subject to a lock-up of, at least,
five years as of the date of the option exercise, depending on the program.
Share Appreciation Rights incentive by the Company
does not involve the l delivery of shares. Therefore, there is nothing to say about any restriction to the transfer of shares. Please
note, however, that the receipt of the amounts under the share appreciation rights program is subject to the grace periods described in
sub-item “h” above.
Within the scope of the Stock Plan, according to the
Programs 2018.1, 2018.3, 2018.4, 2019.1, 2019.3, 2019.6, 2020.1, 2020.3A, 2020.3B, 2020.5, 2020.8 and 2021.2, the delivered shares will
be free and clear, and may be transferred at any time, respected the preemptive right of the Company.
m. criteria and event that, once verified, will
result in the suspension, amendment or termination of the Plan:
The Plans may be amended or terminated by the Board
of Directors, pursuant to the terms under said Plans. Regardless of the authority of the Board of Directors, no decision may change the
rights and obligations of the Company or beneficiaries or participants in force. In addition, in case of dissolution, transformation,
merger, consolidation, spin-off or reorganization of the Company, the existing options will be subject to the rules established by the
Board of Directors on this matter.
n. effects of withdrawal of a manager from the
bodies of the Company on the rights provided under share-based compensation plan:
Pursuant to the Plans, the Board of Directors or a
committee, as the case may be, shall establish, in each Program, the rules applicable to the cases of severance of Company’s beneficiaries
and participants due to the termination of the employment agreement, end of term of office, dismissal or resignation from executive office,
as well as to the cases of retirement, permanent disability or death of participants.
Programs (Option Plan)
- Programs 2014.2, 2014.3, 2015.1, 2015.2, 2015.3,
2016.2, 2016.3, 2017.1, 2017.4, 2018.1, 2018.4, 2019.1 and 2019.5: For these programs, in the event of termination of the beneficiary’s
employment contract, the following rules shall apply, as per each described event, namely: (i) in the event of termination for cause or
similar reason, renouncement or resignation or leave without pay for a period exceeding 24 months, any options not qualified to be exercised
will lapse and any options already qualified to be exercised may be so within 90 days as of the severance date, after which they will
be canceled; (ii) in the event of dismissal without cause or severance resulting from outsourced services, sale of affiliate company or
business unit of the Company, any options not qualified to be exercised will lapse and any options already qualified to be exercised may
be so within 180 days as of the severance date, after which they will be canceled; (iii) in the event of severance after a beneficiary
has cumulatively achieved 70 years (i.e. sum of his/her age and the duration of his/her service with the Company at severance date), any
options qualified to be exercised may be so, while in relation to any options not qualified to be exercised, in case severance has occurred
within 24 months after the option grant, the beneficiary may only exercise his/her options on a pro rata basis if he/she has participated,
upon destination of his/her variable net compensation, of other Option Programs that he/she has participated as beneficiary, conditioned
to the execution of a non-compete agreement and, in case severance has occurred after 24 months, the beneficiary may exercise his/her
options on a pro rata basis also conditioned to the execution of the above-mentioned non-compete agreement; (iv) in the event of severance
after a beneficiary has cumulatively achieved 80 years (i.e. sum of his/her age and the duration of his/her service with the Company at
severance date), any options qualified to be exercised may be so within their respective terms, provided that he/she executes the above-mentioned
non-compete agreement if this is so resolved by the Board of Directors of the Company; and (v) in case of death or permanent disability,
any options already qualified to be exercised may be so within their respective terms, and any options not yet qualified to be exercised
may nevertheless be so immediately, provided, however, that the Board of Directors of the Company may, in case of permanent disability,
condition such exercise to the execution of a non-compete agreement.
- Programs 2014.1, 2015.1, 2016.1, and 2017.2:
For these programs, in the event the employment agreement or term of office of the beneficiary terminates during the vesting period, for
any reason, except for the cases set forth below, the beneficiary will lose the right to receive said shares. In the event of termination
of the employment contract or term of office after 24 months as of grant date, for any reason other than (a) for cause, renouncement or
resignation, or (b) the events provided below: (i) the beneficiary shall be entitled to receive, always on a pro rata basis to the number
of calendar months completed during which he/she has remained performing his/her functions to the Company, its subsidiaries, controlling
companies and affiliates as of the date the options were granted, the shares assigned to him/her until the termination of his/her functions
to the Company, its subsidiaries, controlling companies and affiliates, provided that the Board of Directors may resolve that such receipt
is contingent upon the execution and performance by the beneficiary of a non-compete agreement with the Company according to the terms
and conditions established by the Board of Directors; and (ii) the restrictions to the transfer of shares provided for in the program
shall remain in force. In the event of severance after a beneficiary has cumulatively achieved seventy (70) years (i.e. sum of his/her
age and the duration of his/her service with the Company at severance date), any options qualified to be exercised may be so, while in
relation to any options not qualified to be exercised: (i) in case severance has occurred within 24 months after the option grant, the
beneficiary will lose his/her right to receive the shares, except if the beneficiary shall have allocated 100% of his bonus to full exercise
of options in the last five years (or in such shorter period in which he/she has become eligible to participate in the Company’s
Programs), in which case the beneficiary shall be entitled to receive, always on a pro rata basis to the number of calendar months completed
during which he/she has remained in his/her office at the Company, its subsidiaries, controlling companies and affiliates, as of the grant
date, the shares assigned to him/her until the date of termination of his/her employment with the Company, its subsidiaries, controlling
companies and affiliates, provided that the Board of Directors may determine that receipt thereof shall be contingent upon the execution
and performance, by the beneficiary, of a non-compete agreement with the Company; and (ii) if the severance occurred after 24 months after
the granting of options, the beneficiary shall be entitled to receive, at all times proportional to the number of complete civil months
which he/she remained in the performance of his/her duties to the Company, or to its controlled or controlling companies and affiliates,
since the stock granting date, the shares that were attributed to him/her until the termination of their duties to the Company or to its
controlling or controlled companies and affiliates, it being certain that the Board of Directors may establish that the receipt is conditioned
to the execution of and compliance with the non-compete agreement with the Company by the beneficiary.
In the event of severance after a beneficiary has
cumulatively achieved 80 years (i.e., sum of his/her age and the duration of his/her service with the Company at severance date), he/she
shall be entitled to receive the shares after complying with the vesting period provided for in the program. In this case, restrictions
on the transfer of shares under the program shall remain force.
In case of death or permanent disability of the beneficiary
– in the latter case, contingent upon the execution and performance, by the beneficiary, of a non-compete agreement with the Company
according to the terms and conditions established by the Board of Directors – he/she or his/her heirs or successors, as applicable,
shall be entitled to immediately receive the shares resulting from the options granted, as well as the shares already assigned in the
period, all of them free and clear.
- Programs 2018.2, 2019.2, 2019.4, 2020.1 and
2021.1: For such programs, in the event the employment agreement or term of office of the beneficiary terminates (a) after the
exercise date, for any reason, the beneficiary will remain entitled to the shares acquired under the program, as well as those acquired
due to bonus, split, subscription or other acquisition form related to said shares or (b) prior to the exercise date, the beneficiary
will lose right to the exercise of the options.
Share Appreciation Rights
In relation to lot A:
In the events of (i) dismissal for cause or similar
reason; (ii) leave without pay for a period exceeding 24 months; (iii) renouncement or resignation; (iv) dismissal without cause; (v)
severance resulting from outsourced services, sale of subsidiary, affiliate company or business unit of the Company; and (vi) severance
after a beneficiary has cumulatively achieved 70 years (i.e. sum of his/her age and the duration of his/her service with the Company at
severance date), the Share Appreciation Rights will be canceled and terminated by operation of law.
In the events of (i) severance after a beneficiary
has cumulatively achieved 80 years (i.e. sum of his/her age and the duration of his/her service with the Company at severance date); and
(ii) permanent disability, the Share Appreciation Rights granted during the period starting on their grant date and ending on the severance
date shall remain valid and their settlement shall comply with the vesting periods provided for in the relevant agreement, provided that
receipt of the corresponding bonus shall be contingent upon the beneficiary executing and performing a non-compete agreement with the
Company.
In the event of death of the beneficiary, the Share
Appreciation Rights shall be settled on a pro rata basis according to a formula calculated based on the number of calendar months completed
during the effectiveness of his/her employment contract with the Company and the beneficiary or, as applicable, his/her term of office
as manager of the Company since the grant date.
In relation to lot B:
In the events of (i) dismissal for cause or similar
reason; (ii) leave without pay for a period exceeding twenty-four (24) months; and (iii) renouncement or resignation, the Share Appreciation
Rights shall be canceled and terminated by operation of law.
In the events of (i) dismissal without cause; (ii)
severance resulting from outsourced services, sale of subsidiary, affiliate company or business unit of the Company; and (iii) severance
after a beneficiary has cumulatively achieved 70 years (i.e. sum of his/her age and the duration of his/her service with the Company at
severance date), the following rules shall apply: (a) severance before the 5-year vesting period: - the Share Appreciation Rights
shall be canceled and terminated by operation of law; and (b) severance between 5 and 10 years of grant date anniversary: - the
Share Appreciation Rights shall be settled on a pro rata bass according to a formula calculated based on the number of calendar months
completed during the effectiveness of his/her employment contract with the Company and the beneficiary or, as applicable, his/her term
of office as manager of the Company since the grant date.
In the events of (i) severance after a beneficiary
has cumulatively achieved 80 years (i.e. sum of his/her age and the duration of his/her service with the Company at severance date); and
(ii) permanent disability, the Share Appreciation Rights granted during the period starting on the grant date and ending on severance
date shall remain valid and their settlement shall comply with the vesting periods provided for in the relevant agreement, provided that
receipt of the corresponding bonus shall be contingent upon the beneficiary executing and performing a non-compete agreement with the
Company.
In the event of death of the beneficiary, the Share
Appreciation Rights shall be settled on a pro rata basis according to a formula calculated based on the number of calendar months completed
during the effectiveness of his/her employment contract with the Company and the beneficiary or, as applicable, his/her term of office
as manager of the Company since the grant date.
Program (Stock Plan)
- Program 2018.1, 2019.1,
2019.3, 2020.1 and 2021.1: For such programs, in the event the employment agreement or term of office of the participant terminates
during the vesting period, for any reason, except for the events described below, the participant will lose the right to receive said
shares. In the event of termination of the employment contract or term of office of the participant after 24 months as of grant date of
the Restricted Shares, for any reason other than (a) termination for cause or similar reason, renouncement or resignation or leave without
pay for a period exceeding 24 months, or (b) the events provided below: (i) the participant shall be entitled to receive the corresponding
shares, on a pro rata basis corresponding to the result of Restricted Shares owned by the participant on the severance date, multiplied
by the complete civil months of employment or office by the period between the grant date and the relevant termination of the relation
with the Company (which will always be inferior to 60 months), divided by 60, it being certain that the Board of Directors may establish
that the receipt be conditioned to the execution and compliance with a non-compete agreement, by the participant, with the Company, under
the terms established by the Board of Directors; and (ii) the restriction on the sale of shares, set forth in the program, will remain
in effect.
In the event of severance after a participant has
cumulatively achieved 70 years (i.e. sum of his/her age and the duration of his/her service with the Company at severance date), except
for the events of dismissal for cause, in relation to the Restricted Shares that are not yet free to be delivered to the participant:
(i) if the severance occurred 24 months after the stock grant date and the participant has participated, upon the destination of its
net variable compensation (that is, total amount of the annual gratification, bonus or participation on the results, net of income tax
and other levied charges), of all stock option programs of the Company approved by the Board of Directors of the Company in which his/her
name appeared in the list of beneficiaries in the 5 years immediately prior to the severance date (or, in the event the participant has
become eligible to participate in such programs less than five years from the severance date, as many years as the years the participant
has become eligible), the participant shall be entitled to receive the Restricted Shares, under the terms of the program, on a pro rata
basis corresponding to the result of Restricted Shares owned by the participant on the severance date, multiplied by the complete civil
months of employment or office by the period between the grant date and the relevant termination of the relation with the Company (which
will always be inferior to 60 months), divided by 60, it being certain that the Board of Directors may establish that the receipt be
conditioned to the execution and compliance with a non-compete agreement, by the participant, with the Company, under the terms established
by the Board of Directors; and (ii) if the severance occurs after 24 months subsequent to the grant date of shares, the participant shall
be entitled to receive the Restricted Shares, under the terms of the program, on a pro rata basis corresponding to the result of Restricted
Shares owned by the participant on the severance date, multiplied by the complete civil months of employment or office by the period
between the grant date and the relevant termination of the relation with the Company (which will always be inferior to 60 months), divided
by 60, it being certain that the receipt shall be conditioned to the execution and compliance with a non-compete agreement, by the participant,
with the Company, under the terms established by the Board of Directors. In both cases, the restriction on the sale of shares, set forth
in the program, will remain in effect.
In the event of severance after a participant has
cumulatively achieved 80 years (i.e. sum of his/her age and the duration of his/her service with the Company at severance date), except
for the events of dismissal for cause, the participant will receive the Restricted Shares that are not yet free to delivery, it being
certain that the receipt shall be conditioned to the execution and compliance with a non-compete agreement, by the participant, with the
Company. In this case, the restriction on the sale of shares, set forth in the program, will remain in effect.
In case of death or permanent disability, the participant
(or his heirs or successors) will immediately receive the Restricted Shares that are not yet free to be delivered under the program, it
being certain that in the event of permanent disability, the receipt shall be conditioned to the execution and compliance with a non-compete
agreement, by the participant, with the Company. In case of death, all shares will be free and clear for sale at any moment. In case of
permanent disability, the restriction on the sale of shares, set forth in the program, will remain in effect.
- Program
2018.3: For this program, in the event the employment agreement or term of office of the participant terminates during the
vesting period, for any reason, the participant will lose the right to receive said Restricted Shares, except for the events
provided for as follows: In the event of severance by direct termination without case, in relation to the Restricted Shares that are
not yet free to be delivered to the participant: (1) if (a) the severance has occurred before 24 months after granting, and (b) the
participant has participated, through the allocation of part or all of its net variable remuneration (i.e., annual gratification,
bonus or participation on the results, net of income tax and other levied charges) of all the Company’s stock option programs
approved by the Company’s Board of Directors in which its name has been included in the list of beneficiaries in the 5 years
immediately prior to its severance (or if the participant has become eligible to participate in such programs for less than 5 years,
as many years as the years the participant has become eligible), the participant will receive Restricted Shares pro rata
equivalent to the result of the Restricted Shares held by the participant on the date of severance multiplied by the complete civil
months of employment or office by the period between the grant date and the relevant termination of the relation with the Company
(which will always be inferior to 60 months), divided by 60, it being certain that the Board of Directors may establish that the
receipt be conditioned to the execution and compliance with a non-compete agreement, by the participant, with the Company, under the
terms established by the Board of Directors, and (2) if the severance occurred 24 months after the stock grant date, the participant
will receive the Restricted Shares on a pro rata basis corresponding to the result of Restricted Shares owned by the
participant on the severance date, multiplied by the complete civil months of employment or term of office by the period between the
grant date and the relevant termination of the relation with the Company (which will always be inferior to 60 months), divided by
60, it being certain that the receipt will be conditioned to the execution and compliance with a non-compete agreement, by the participant with the Company, under
the terms established by the Board of Directors. In both cases, the restriction on the sale of shares, set forth in the program, will
remain in effect.
In case of death or permanent disability, the participant
(or his heirs or successors) will immediately receive the Restricted Shares that are not yet free to be delivered under the program, it
being certain that in the event of permanent disability, the receipt shall be conditioned to the execution and compliance with a non-compete
agreement, by the participant with the Company. In case of death, all shares will be free and clear for sale at any moment. In case of
permanent disability, the restriction on the sale of shares, set forth in the program, will remain in effect.
- Program 2018.4:
For this program, in the event the employment agreement or term of office of the participant terminates during the vesting period, for
any reason, the participant will lose the right to receive said Restricted Shares, except for the events provided for as follows: (i)
severance (1) by direct termination without case, or (2) after a participant has cumulatively achieved 70 years (i.e. sum of his/her age
and the duration of his/her service with the Company at severance date): except for the events of dismissal for cause, in relation to
the Restricted Shares that are not yet free to be delivered to the participant: (i) if (a) the severance occurred within 24 months after
the granting and (b) the participant has participated, upon the destination of part or all its net variable compensation (i.e., annual
gratification, bonus or participation on the results, net of income tax and other levied charges), of all stock option programs of the
Company approved by the Board of Directors of the Company in which his/her name appeared in the list of beneficiaries in the 5 years immediately
prior to the severance date (or, in the event the participant has become eligible to participate in such programs in less than five years
from the severance date, as many years as the years the participant has become eligible), the participant shall receive the Restricted
Shares on a pro rata basis corresponding to the result of Restricted Shares owned by the participant on the severance date, multiplied
by the number of complete civil months of employment or term of office by the period between the grant date and the relevant termination
of the relation with the Company (which will always be less than 60 months), divided by 60, it being certain that the receipt will be
conditioned to the execution and compliance of a non-compete agreement by the participant with the Company, under the terms established
by the Board of Directors; and (ii) if the severance has occurred after 24 months from the shares grant date, the participant shall receive
the Restricted Shares on a pro rata basis corresponding to the result of Restricted Shares owned by the participant on the severance date,
multiplied by the number of complete civil months of employment or term of office by the period between the grant date and the relevant
termination of the relationship with the Company (which will always be less than 60 months), divided by 60, it being certain that the
receipt shall be conditioned to the execution and compliance with a non-compete agreement by the participant with the Company, under the
terms established by the Board of Directors. In both cases, the restriction on the sale of shares, set forth in the program, will remain
in effect.
In the event of severance after a participant has
cumulatively achieved 80 years (i.e. sum of his/her age and the duration of his/her service with the Company at severance date), except
for the events of dismissal for cause, the participant will receive the Restricted Shares that are not yet free to delivery, it being
certain that that the receipt shall be conditioned to the execution and compliance with a non-compete agreement, by the participant with
the Company. In this case, the restriction on the sale of shares, set forth in the program, will remain in effect.
In case of death or permanent disability, the participant
(or his heirs or successors) will immediately receive the Restricted Shares that are not yet free to be delivered under the program, it
being certain that in the event of permanent disability, the receipt shall be conditioned to the execution and compliance with a non-compete
agreement, by the participant with the Company. In case of death, all shares will be free and clear for sale at any moment. In case of
permanent disability, the restriction on the sale of shares, set forth in the program, will remain in effect.
- Program 2019.6: For this program,
in the event the employment agreement or term of office of the participant terminates during the vesting period, for any reason, the
participant will lose the right to receive said Restricted Shares, except for the events provided for as follows: In the case of (i)
severance by direct termination without cause, in relation to the Restricted Shares that are not yet free to be delivered to the participant:
(1) if (a) the severance occurred within 24 months after the granting and (b) the participant has participated, upon the destination
of part or all its net variable compensation (i.e., annual gratification, bonus or profit sharing, net of income tax and other levied
charges), of all stock option programs of the Company approved by the Board of Directors of the Company in which his/her name appeared
in the list of beneficiaries in the 5 years immediately prior to the severance date (or, in the event the participant has become eligible
to participate in such programs less than five years from the severance date, as many years as the years the participant has become eligible),
the participant shall receive the Restricted Shares on a pro rata basis corresponding to the result of Restricted Shares owned by the
participant on the severance date, multiplied by the complete civil months of employment or term of office by the period between the
grant date and the relevant termination of the relation with the Company (which will always be inferior to 60 months), divided by 60,
it being certain that the Board of Directors may establish that the receipt be conditioned to the execution and compliance with a non-compete
agreement, by the participant, with the Company, under the terms established by the Board of Directors; and (2) if the severance occurs
after 24 months subsequent to the grant date of shares, the participant shall be entitled to receive the Restricted Shares and the additional
shares, under the terms of the program, on a pro rata basis corresponding to the result of Restricted Shares and additional shares owned
by the participant on the severance date, multiplied by the complete civil months of employment or office by the period between the grant
date and the relevant termination of the relation with the Company (which will always be inferior to 60 months), divided by 60, it being
certain that the receipt shall be conditioned to the execution and compliance with a non-compete agreement, by the participant with the
Company, under the terms established by the Board of Directors. In both cases, the restriction on the sale of shares, set forth in the
program, will remain in effect.
In case of death, the participant (or his heirs or
successors) will immediately receive the Restricted Shares that are not yet free to be delivered under the program, it being certain that
in the event of permanent disability, the receipt shall be conditioned to the lapse of the grace period and to the execution and compliance
with a non-compete agreement, by the participant with the Company. In case of death, all shares will be free and clear for sale at any
moment. In case of permanent disability, the restriction on the sale of shares, set forth in the program, will remain in effect.
- Programs 2020.3A and
2020.8: For this program, in the event the employment agreement or term of office of the participant terminates during the vesting
period, for any reason, the participant will lose the right to receive said Restricted Shares, except in the following events: severance
after a participant has cumulatively achieved 70 years (i.e., sum of his/her age and the duration of his/her service to the Company at
severance date): except for the events of dismissal for cause, in relation to the Restricted Shares that are not yet free to be delivered
to the participant: (i) if (a) the severance has occurred within 24 months after the grant, and (b) the participant has participated,
upon the destination of part or all of its net variable compensation (i.e., annual gratification, bonus or participation on the results,
net of income tax and other levied charges), of all stock option programs of the Company approved by the Board of Directors of the Company
in which his/her name appeared in the list of beneficiaries in the 5 years immediately prior to the severance date (or, in the event the
participant has become eligible to participate in such programs with less than five years from the severance date, as many years as the
years the participant has become eligible), the participant shall receive the Restricted Shares on a pro rata basis corresponding to the
result of Restricted Shares “A” owned by the participant on the severance date, multiplied by the number of complete civil
months of employment or term of office by the period between the grant date and the relevant termination of the relationship with the
Company (which will always be less than 60 months), divided by 36, it being certain that the receipt be conditioned to the execution and
compliance with a non-compete agreement by the participant with the Company, under the terms established by the Board of Directors; and
(ii) if the severance occurs after 24 months subsequent to the shares’ grant date, the participant shall be entitled to receive
the Restricted Shares, on a pro rata basis corresponding to the result of Restricted Shares “B” owned by the participant on
the severance date, multiplied by the number of complete civil months of employment or term of office by the period between the grant
date and the relevant termination of the relationship with the Company (which will always be less than 60 months), divided by 60, it being
certain that the receipt shall be conditioned to the execution and compliance with a non-compete agreement by the participant, with the
Company, under the terms established by the Board of Directors. In both cases, the restriction on the sale of shares, set forth in the
program, will remain in effect.
In the event of severance after a participant has
cumulatively achieved 80 years (i.e., sum of his/her age and the duration of his/her service to the Company at severance date), except
for the events of dismissal for cause, the participant will receive the Restricted Shares that are not yet free to delivery, it being
certain that the receipt shall be conditioned to the execution and compliance with a non-compete agreement by the participant, with the
Company. In this case, the restriction on the sale of shares, set forth in the program, will remain in effect.
In case of death: the participant (or his heirs or
successors) will immediately receive the Restricted Shares that are not yet free to be delivered under the program and all shares will
be free and clear for sale at any moment. In case of permanent disability: the receipt shall be conditioned to the execution and compliance
with a non-compete agreement by the participant with the Company and the restriction on the sale of shares, set forth in the program,
will remain in effect.
- Program 2020.3B:
For this program, in the event the employment agreement or term of office of the participant terminates during the vesting period, for
any reason, the participant will lose the right to receive said Restricted Shares, except in the following events: (i) severance after
a participant has cumulatively achieved 70 years (i.e. sum of his/her age and the duration of his/her service with the Company at severance
date): except for the events of dismissal for cause, in relation to the Restricted Shares that are not yet free to be delivered to the
participant: (i) if (a) the severance occurred within 24 months after the grant and (b) the participant has participated, upon the destination
of part or all its net variable compensation (i.e., annual gratification, bonus or participation on the results, net of income tax and
other levied charges), of all stock option programs of the Company approved by the Board of Directors of the Company in which his/her
name appeared in the list of beneficiaries in the 5 years immediately prior to the severance date (or, in the event the participant has
become eligible to participate in such programs with less than five years from the severance date, as many years as the years the participant
has become eligible), the participant shall receive the Restricted Shares on a pro rata basis corresponding to the result of Restricted
Shares owned by the participant on the severance date, multiplied by the number of complete civil months of employment or term of office
by the period between the grant date and the relevant termination of the relationship with the Company (which will always be less than
60 months), divided by 60, it being certain that the receipt will be conditioned to the execution and compliance with a non-compete agreement
by the participant with the Company, under the terms established by the Board of Directors; and (ii) if the severance occurs after 24
months subsequent to the grant date of shares, the participant shall be entitled to receive the Restricted Shares on a pro rata basis
corresponding to the result of Restricted Shares owned by the participant on the severance date, multiplied by the number of complete
civil months of employment or term of office by the period between the grant date and the relevant termination of the relationship with
the Company (which will always be less than 60 months), divided by 60, it being certain that the receipt shall be conditioned to the execution
and compliance with a non-compete agreement by the participant with the Company, under the terms established by the Board of Directors.
In both cases, the restriction on the sale of shares, set forth in the program, will remain in effect.
In the event of severance after a participant has
cumulatively achieved 80 years (i.e., sum of his/her age and the duration of his/her service with the Company at severance date), except
for the events of dismissal for cause, the participant will receive the Restricted Shares that are not yet free to delivery, it being
certain that that the receipt shall be conditioned to the execution and compliance with a non-compete agreement by the participant with
the Company. In this case, the restriction on the sale of shares, set forth in the program, will remain in effect.
In case of death, the participant (or his heirs or
successors) will immediately receive the Restricted Shares that are not yet free to be delivered under the program and all shares will
be free and clear for sale at any moment. In case of permanent disability, the receipt shall be conditioned to the execution and compliance
with a non-compete agreement by the participant with the Company and the restriction on the sale of shares, set forth in the program,
will remain in effect.
- Program 2020.5:
For this program, in the event the employment agreement or term of office of the participant terminates during the vesting period, for
any reason, the participant will lose the right to receive said Restricted Shares, except in the case of death, in which the participant
(or his heirs or successors) will immediately receive the Restricted Shares that are not yet free to be delivered under the program and
all shares will be free and clear for sale at any moment. In case of permanent disability, the receipt shall be conditioned to the execution
and compliance with a non-compete agreement by the participant with the Company and the restriction on the sale of shares, set forth in
the program, will remain in effect.
13.5 In relation to share-based payments made to
the Board of Directors and Board of Officers recognized in the income statement of the last three fiscal years and the forecast for current
year:
Share-based compensation estimated for the current
fiscal year 12/31/2021 (*)
|
Board of Directors
|
Board of Officers
|
No. of Members
|
13.00
|
13.00
|
No. of members receiving compensation
|
7.00
|
11.00
|
Weighted average exercise price:
|
|
|
(a) Options outstanding in the beginning of fiscal year
|
17.26
|
17.75
|
(b) Options lost during the fiscal year
|
N/A
|
N/A
|
(c) Options exercised during the fiscal year
|
N/A
|
N/A
|
(d) Options expired during the fiscal year
|
N/A
|
N/A
|
Potential dilution upon exercise of all options
granted
|
0.0394%
|
0.0535%
|
(*) Based on the best estimate of the Company's
management based on data for the fiscal year ended in 2020.
Share-based compensation – fiscal year ended
on 12/31/2020
|
Board of Directors
|
Board of Officers
|
No. of Members
|
13.00
|
11.77
|
No. of members receiving compensation
|
10.00
|
11.00
|
Weighted average exercise price:
|
|
|
(a) Options outstanding in the beginning of fiscal year
|
15.53
|
16.97
|
(b) Options lost during the fiscal year
|
N/A
|
N/A
|
(c) Options exercised during the fiscal year
|
2.13
|
6.61
|
(d) Options expired during the fiscal year
|
N/A
|
5.80
|
Potential dilution upon exercise of all options
granted
|
0.0394%
|
0.0535%
|
Share-based compensation – fiscal year ended
on 12/31/2019
|
Board of Directors
|
Board of Officers
|
No. of Members
|
13.00
|
10.92
|
No. of members receiving compensation
|
10.00
|
11.00
|
Weighted average exercise price:
|
|
|
(a) Options outstanding in the beginning of fiscal year
|
14.51
|
13.69
|
(b) Options lost during the fiscal year
|
N/A
|
N/A
|
(c) Options exercised during the fiscal year
|
N/A
|
10.66
|
(d) Options expired during the fiscal year
|
N/A
|
0.00
|
Potential dilution upon exercise of all options
granted
|
0.0517%
|
0.0760%
|
Share-based compensation – fiscal
year ended on 12/31/2018
Body
|
Board of Directors
|
Board of Officers
|
No. of Members
|
13.00
|
10.67
|
No. of members receiving compensation
|
10.00
|
10.00
|
Weighted average exercise price:
|
|
|
(a) Options outstanding in the beginning of fiscal year
|
13.62
|
11.64
|
(b) Options lost during the fiscal year
|
N/A
|
N/A
|
(c) Options exercised during the fiscal year
|
6.26
|
11.35
|
(d) Options expired during the fiscal year
|
N/A
|
N/A
|
Potential dilution upon exercise of all options granted
|
0.0414%
|
0.0923%
|
Note: The alternate members
of the Board of Directors are accounted for in the “number of members” included in the tables above.
For each grant recognized in income for the past three fiscal
years and the current fiscal year
Current Fiscal Year (*)
|
Board of Directors
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
Stock Options
|
|
|
|
|
|
|
Grant Date
|
12/01/2016
|
12/01/2016
|
12/01/2017
|
12/01/2017
|
12/03/2018
|
12/03/2018
|
Number of Options Granted
|
554,550
|
839,269
|
498,976
|
1,168,524
|
1,057,680
|
1,104,232
|
Vesting Period
|
12/01/2021
|
12/01/2021
|
12/01/2022
|
01/12/2022
|
12/03/2023
|
12/03/2023
|
Term for exercise of the Options
|
12/01/2026
|
12/01/2026
|
12/01/2027
|
01/12/2027
|
12/03/2028
|
12/03/2028
|
Lock-up Period
|
N/A
|
N/A
|
N/A
|
NA
|
N/A
|
NA
|
Fair value of options on grant date
|
3,347,631.89
|
5,066,384.76
|
3,380,012.82
|
7.915.463,08
|
5,567,572.31
|
5,812,619.61
|
|
|
|
|
|
|
|
Current Fiscal Year (*)
Cont. I
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
|
|
Stock Options
|
|
|
|
|
Grant Date
|
02/21/2019
|
12/02/2019
|
12/02/2019
|
|
Number of Options Granted
|
347,315
|
1,177,659
|
2,308,768
|
|
Vesting Period
|
02/21/2024
|
12/02/2024
|
12/02/2024
|
|
Term for exercise of the Options
|
02/21/2029
|
12/02/2029
|
12/02/2029
|
|
Lock-up Period
|
N/A
|
N/A
|
N/A
|
|
Fair value of options on grant date
|
1,865,198.00
|
4,759,598.48
|
9,331,061.59
|
|
(*) Based on the best estimate of the Company's management based on
data for current fiscal year.
12/31/2020
|
Board of Directors
|
Board of Officers
|
Board of Officers
|
Board of Directors
|
Board of Directors
|
Board of Directors
|
Stock Options
|
|
|
|
|
|
|
Grant Date
|
12/01/2015
|
12/01/2015
|
12/22/2015
|
12/01/2016
|
12/01/2016
|
12/01/2017
|
Number of Options Granted
|
583,155
|
432,352
|
263,920
|
640,888
|
839,269
|
619,168
|
Vesting Period
|
12/01/2020
|
12/01/2020
|
12/22/2020
|
12/01/2021
|
12/01/2021
|
12/01/2022
|
Term for exercise of the Options
|
12/01/2025
|
12/01/2025
|
12/22/2025
|
12/01/2026
|
12/01/2026
|
12/01/2027
|
Lock-up Period
|
NA
|
NA
|
NA
|
NA
|
NA
|
NA
|
Fair value of options on grant date
|
4,664,391
|
3,458,186.85
|
1,991,543.26
|
3,868,825.36
|
5,066,384.76
|
4,194,181.24
|
12/31/2020
Cont. I
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
Stock Options
|
|
|
|
|
|
|
Grant Date
|
12/01/2017
|
12/03/2018
|
12/03/2018
|
02/21/2019
|
12/02/2019
|
12/02/2019
|
Number of Options Granted
|
1,168,524
|
858,080
|
1,104,232
|
347,315
|
1,141,452
|
2,308,768
|
Vesting Period
|
12/01/2022
|
12/03/2023
|
12/03/2023
|
02/21/2024
|
12/02/2024
|
12/02/2024
|
Term for exercise of the Options
|
12/01/2027
|
12/03/2028
|
12/03/2028
|
02/21/2029
|
12/02/2029
|
12/02/2029
|
Lock-up Period
|
NA
|
NA
|
NA
|
NA
|
NA
|
NA
|
Fair value of options on grant date
|
7,915,463.08
|
4,516,888
|
5,812,619.61
|
1,865,198.00
|
4,613,265.13
|
9,331,061.59
|
12/31/02019
|
Board of Directors
|
Board of Officers
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
Board of Directors
|
Stock Options
|
|
|
|
|
|
|
Grant Date
|
12/01/2014
|
12/01/2014
|
12/22/2014
|
12/01/2015
|
12/01/2015
|
12/22/2015
|
Number of Options Granted
|
903,038
|
418,952
|
155,045
|
583,155
|
385,083
|
505,918
|
Vesting Period
|
12/01/2019
|
12/01/2019
|
12/22/2019
|
12/01/2020
|
12/01/2020
|
12/22/2020
|
Term for exercise of the Options
|
12/01/2024
|
12/01/2024
|
12/22/2024
|
12/01/2025
|
12/01/2025
|
12/22/2025
|
Lock-up Period
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Fair value of options on grant date
|
5,501,997
|
2,552,575.51
|
944,652.54
|
4,664,391.41
|
3,080,103.64
|
3,817,662.86
|
|
|
|
|
|
|
|
12/31/02019
Cont. I
|
Board of Directors
|
Board of Officers
|
Board of Officers
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
Stock Options
|
|
|
|
|
|
|
Grant Date
|
12/01/2016
|
12/01/2016
|
12/22/2016
|
02/10/2017
|
12/01/2017
|
12/01/2017
|
Number of Options Granted
|
640,888
|
846,178
|
292,226
|
454,902
|
619,168
|
1,153,375
|
Vesting Period
|
12/01/2021
|
12/01/2021
|
12/22/2021
|
02/10/2022
|
12/01/2022
|
12/01/2022
|
Term for exercise of the Options
|
12/01/2026
|
12/01/2026
|
12/22/2026
|
02/10/2027
|
12/01/2027
|
12/01/2027
|
Lock-up Period
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Fair value of options on grant date
|
3,868,825.36
|
5,108,092.07
|
1,665,447.22
|
2,501,834.63
|
4,194,181.24
|
7,812,845.29
|
12/31/02019
Cont. II
|
Board of Directors
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
Board of Officers
|
Board of Directors
|
Stock Options
|
|
|
|
|
|
|
Grant Date
|
02/22/2018
|
02/22/2018
|
12/03/2018
|
12/03/2018
|
02/21/2019
|
12/02/2019
|
Number of Options Granted
|
229,367
|
550,481
|
858,080
|
1,298,165
|
903,019
|
1,141,452
|
Vesting Period
|
02/22/2023
|
02/22/2023
|
12/03/2023
|
12/03/2023
|
02/21/2024
|
12/02/2024
|
Term for exercise of the Options
|
02/22/2028
|
02/22/2028
|
12/03/2028
|
12/03/2028
|
02/21/2029
|
12/02/2029
|
Lock-up Period
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Fair value of options on grant date
|
1,627,748.03
|
3,906,596.69
|
4,516,888.33
|
6,833,472.79
|
4,849,514.79
|
4,613,265.13
|
|
|
|
|
|
|
|
12/31/02019
Cont. III
|
Board of Officers
|
|
Stock Options
|
|
Grant Date
|
12/02/2019
|
Number of Options Granted
|
2,466,103
|
Vesting Period
|
12/02/2024
|
Term for exercise of the Options
|
12/02/2029
|
Lock-up Period
|
N/A
|
Fair value of options on grant date
|
9,966,942.96
|
12/31/2018
|
Board of Directors
|
Board of Officers
|
Board of Officers
|
Board of Officers
|
Board of Directors
|
Stock Options
|
|
|
|
|
|
Grant Date
|
12/02/2013
|
12/02/2013
|
12/19/2013
|
12/01/2014
|
12/01/2015
|
Number of Options Granted
|
715,299
|
199,325
|
82,164
|
323,084
|
583,155
|
Vesting Period
|
12/02/2018
|
12/02/2018
|
12/19/2018
|
12/01/2019
|
12/01/2020
|
Term for exercise of the Options
|
12/02/2023
|
12/02/2023
|
12/19/2023
|
12/01/2024
|
12/01/2025
|
Lock-up Period
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Fair value of options on grant date
|
4,830,901.44
|
1,346,177.51
|
522,790.35
|
1,968,474.44
|
4,664,391.41
|
|
|
|
|
|
|
12/31/2018
Cont. I
|
Board of Officers
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
Board of Officers
|
Stock Options
|
|
|
|
|
|
Grant Date
|
12/01/2015
|
12/22/2015
|
12/01/2016
|
12/22/2016
|
02/10/2017
|
Number of Options Granted
|
569,590
|
769,838
|
640,888
|
292,226
|
454,902
|
Vesting Period
|
12/01/2020
|
12/22/2020
|
12/01/2021
|
12/22/2021
|
02/10/2022
|
Term for exercise of the Options
|
12/01/2025
|
12/22/2025
|
12/01/2026
|
12/22/2026
|
02/10/2027
|
Lock-up Period
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Fair value of options on grant date
|
4,555,891.15
|
5,809,206.12
|
3,868,825.36
|
1,665,447.22
|
2,501,834.63
|
|
|
|
|
|
|
12/31/2018
Cont. II
|
Board of Directors
|
Board of Officers
|
Board of Directors
|
Board of Directors
|
Board of Officers
|
Stock Options
|
|
|
|
|
|
Grant Date
|
12/01/2017
|
12/01/2017
|
02/22/2018
|
12/03/2018
|
12/03/2018
|
Number of Options Granted
|
619,168
|
1,661,228
|
229,367
|
370,643
|
1,391,689
|
Vesting Period
|
12/01/2022
|
12/01/2022
|
02/22/2023
|
12/03/2023
|
12/03/2023
|
Term for exercise of the Options
|
12/01/2027
|
12/01/2027
|
02/22/2028
|
12/03/2028
|
12/03/2028
|
Lock-up Period
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Fair value of options on grant date
|
4,194,181.24
|
11,252,990.01
|
1,627,748.03
|
1,951,045.40
|
7,325,778.25
|
* Whenever necessary, the number of options granted
and fair value were adjusted to reflect all stock splits that took place within the relevant period.
Calculation log of the potential dilution resulting from the exercise
of options
The potential dilution mentioned in the tables above
and represented in the table below considers that 100% of the options granted to the members of the Board of Directors and the Board of
Officers are exercised on the base date of the Company’s Reference Form, this is to say, December 31, 2020, and that the Company
issues new shares as a result thereof, that is, it does not consider the use of any shares held in treasury. The dilution is calculated
by the ratio between the number of new shares issued and the total number of shares of the capital stock after such issuance.
Body
|
Grant Date
|
Number of Options
|
Shares of the Capital Stock at the End of the Year (12/31/2020)
|
Potential dilution if all options are exercised
|
Board of Directors
|
11/30/2011
|
618,805
|
15,735,117,965
|
0.00393%
|
11/30/2012
|
479,420
|
15,735,117,965
|
0.00305%
|
12/02/2013
|
558,391
|
15,735,117,965
|
0.00355%
|
12/01/2014
|
692,520
|
15,735,117,965
|
0.00440%
|
12/01/2015
|
583,155
|
15,735,117,965
|
0.00371%
|
12/01/2016
|
640,888
|
15,735,117,965
|
0.00407%
|
12/01/2017
|
619,168
|
15,735,117,965
|
0.00393%
|
12/03/2018
|
858,080
|
15,735,117,965
|
0.00545%
|
12/02/2019
|
1,141,452
|
15,735,117,965
|
0.00725%
|
Board of Officers
|
11/30/2011
|
360,940
|
15,735,117,965
|
0.00229%
|
11/30/2011
|
247,560
|
15,735,117,965
|
0.00157%
|
12/20/2012
|
159,180
|
15,735,117,965
|
0.00101%
|
12/02/2013
|
270,655
|
15,735,117,965
|
0.00172%
|
12/19/2013
|
212,257
|
15,735,117,965
|
0.00135%
|
12/01/2014
|
439,930
|
15,735,117,965
|
0.00280%
|
12/22/2014
|
265,791
|
15,735,117,965
|
0.00169%
|
12/01/2015
|
432,352
|
15,735,117,965
|
0.00275%
|
12/22/2015
|
263,920
|
15,735,117,965
|
0.00168%
|
12/01/2016
|
839,269
|
15,735,117,965
|
0.00533%
|
12/01/2017
|
1,168,524
|
15,735,117,965
|
0.00743%
|
12/03/2018
|
1,104,232
|
15,735,117,965
|
0.00702%
|
02/21/2019
|
347,315
|
15,735,117,965
|
0.00221%
|
12/02/2019
|
2,308,768
|
15,735,117,965
|
0.01467%
|
|
(1)
|
When required, the number of options and fair value were adjusted to reflect
the stock splits consummated in the period.
|
|
(2)
|
According to the accounting method of predecessor cost adopted by Ambev S.A.,
data related to periods before 2014 related to Companhia de Bebidas das Américas – Ambev historical information.
|
13.6. Information regarding outstanding
options held by the Board of Directors and Executive Management at the end of the last fiscal year:
12/31/2020
|
Board of Directors
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
|
|
|
Number of members
|
13.00
|
11.77
|
13.00
|
11.77
|
11.77
|
13.00
|
11.77
|
11.77
|
13.00
|
11.77
|
|
|
No. of members receiving compensation
|
3
|
7
|
3
|
6
|
2
|
4
|
6
|
2
|
6
|
7
|
|
|
Grant Date
|
11/30/11
|
11/30/11
|
11/30/12
|
11/30/12
|
12/20/12
|
12/02/13
|
12/02/13
|
12/19/13
|
12/01/14
|
12/01/14
|
|
|
Options not qualified for exercise
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Options
|
618,805.00
|
360,940.00
|
479,420.00
|
247,560.00
|
159,180.00
|
558,391.00
|
270,655.00
|
212,257.00
|
692,520.00
|
439,930.00
|
|
|
Date on which they may be exercised
|
42,704.00
|
42,704.00
|
43,069.00
|
43,069.00
|
43,089.00
|
43,436.00
|
43,436.00
|
43,453.00
|
43,800.00
|
43,800.00
|
|
|
Maximum term for exercise
|
44,530.00
|
44,530.00
|
44,895.00
|
44,895.00
|
44,915.00
|
45,262.00
|
45,262.00
|
45,279.00
|
45,627.00
|
45,627.00
|
|
|
Lock-up Period
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Weighted average exercise price
|
11.97
|
11.97
|
17.20
|
17.20
|
17.84
|
17.56
|
17.56
|
16.70
|
16.85
|
16.85
|
|
|
Fair value of options on the last day of the fiscal year
|
2.55
|
2.55
|
2.97
|
2.97
|
2.55
|
2.72
|
2.72
|
3.20
|
2.68
|
2.68
|
|
|
Options qualified for exercise
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Options
|
618,805
|
360,940
|
479,420
|
247,560
|
159,180
|
558,391
|
270,655
|
212,257
|
692,520
|
439,930
|
|
|
Maximum term for exercise
|
11/30/21
|
11/30/21
|
11/30/22
|
11/30/22
|
12/20/22
|
12/02/23
|
12/02/23
|
12/19/23
|
12/01/24
|
12/01/24
|
|
|
Lock-up Period
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Weighted average exercise price
|
11.97
|
11.97
|
17.20
|
17.20
|
17.84
|
17.56
|
17.56
|
16.70
|
16.85
|
16.85
|
|
|
Fair value of options on the last day of the fiscal year
|
3.88
|
3.88
|
1.93
|
1.93
|
1.76
|
2.18
|
2.18
|
2.44
|
2.68
|
2.68
|
|
|
Fair value of the total of options on the last day of the fiscal year
|
2,397,988.50
|
1,398,711.99
|
923,189.34
|
476,710.93
|
280,812.19
|
1,219,376.23
|
591,037.96
|
517,329.00
|
1,856,817.59
|
1.179.561,26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2020
Cont. I
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
|
|
|
Number of members
|
11.77
|
13.00
|
11.77
|
11.77
|
13.00
|
11.77
|
13.00
|
11.77
|
13.00
|
11.77
|
|
|
No. of members receiving compensation
|
2
|
7
|
8
|
1
|
6
|
9
|
7
|
9
|
8
|
9
|
|
|
Grant Date
|
12/22/14
|
12/01/15
|
12/01/15
|
12/22/15
|
12/01/16
|
12/01/16
|
12/01/17
|
12/01/17
|
12/03/18
|
12/03/18
|
|
|
Options not qualified for exercise
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Options
|
265,791.00
|
583,155.00
|
432,352.00
|
263,920.00
|
640,888.00
|
839,269.00
|
619,168.00
|
1,168,524.00
|
858,080.00
|
1.104.232,00
|
|
|
Date on which they may be exercised
|
43,821.00
|
44,166.00
|
44,166.00
|
44,187.00
|
44,531.00
|
44,531.00
|
44,896.00
|
44,896.00
|
45,263.00
|
45,263.00
|
|
|
Maximum term for exercise
|
45,648.00
|
45,992.00
|
45,992.00
|
46,013.00
|
46,357.00
|
46,357.00
|
46,722.00
|
46,722.00
|
47,090.00
|
47,090.00
|
|
|
Lock-up Period
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Weighted average exercise price
|
16.85
|
18.64
|
18.64
|
18.00
|
17.15
|
17.15
|
20.56
|
20.56
|
16.92
|
16.92
|
|
|
Fair value of options on the last day of the fiscal year
|
2.97
|
2.55
|
2.55
|
2.72
|
3.20
|
3.20
|
2.55
|
2.55
|
3.20
|
3.20
|
|
|
Options qualified for exercise
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Options
|
265,791
|
583,155
|
432,352
|
263,920
|
640,888
|
839,269
|
619,168
|
1,168,524
|
858,080
|
1,104,232
|
|
|
Maximum term for exercise
|
12/22/24
|
12/01/25
|
12/01/25
|
12/22/25
|
12/01/26
|
12/01/26
|
12/01/27
|
12/01/27
|
12/03/28
|
12/03/28
|
|
|
Lock-up Period
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Weighted average exercise price
|
16.85
|
18.64
|
18.64
|
18.00
|
17.15
|
17.15
|
20.56
|
20.56
|
16.92
|
16.92
|
|
|
Fair value of options on the last day of the fiscal year
|
2.97
|
2.55
|
2.55
|
2.72
|
3.20
|
3.20
|
2.70
|
2.70
|
3.73
|
3.73
|
|
|
Fair value of the total of options on the last day of the fiscal year
|
789,440.35
|
1,485,165.67
|
1,101,104.07
|
718,355.18
|
2.051.311,87
|
2,686,276.64
|
1,576,882.74
|
2,975,969.90
|
2,746,485.64
|
3.5434.352,66
|
|
|
12/31/2020
Cont. II
|
|
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
Number of members
|
|
|
11.77
|
13.00
|
11.77
|
Nº of members receiving compensation
|
|
|
1
|
8
|
10
|
Grant Date
|
|
|
02/21/19
|
12/02/19
|
12/02/19
|
Options not qualified for exercise
|
|
|
|
|
|
Number of Options
|
|
|
347,315.00
|
1,141,452.00
|
2,308,768.00
|
Date on which they may be exercised
|
|
|
45,343.00
|
45,628.00
|
45,628.00
|
Maximum term for exercise
|
|
|
47,170.00
|
47,454.00
|
47,454.00
|
Lock-up Period
|
|
|
N/A
|
N/A
|
N/A
|
Weighted average exercise price
|
|
|
18.15
|
18.05
|
18.05
|
Fair value of options on the last day of the fiscal year
|
|
|
2.68
|
2.97
|
2.97
|
Options qualified for exercise
|
|
|
|
|
|
Number of Options
|
|
|
347,315.00
|
1,141,452.00
|
2,308,768.00
|
Maximum term for exercise
|
|
|
47,170.00
|
47,454.00
|
47,454.00
|
Lock-up Period
|
|
|
N/A
|
N/A
|
N/A
|
Weighted average exercise price
|
|
|
18.15
|
18.05
|
18.05
|
Fair value of options on the last day of the fiscal year
|
|
|
3.51
|
3.61
|
3.61
|
Fair value of the total of options on the last day of the fiscal year
|
|
|
931,237.51
|
3,390,288.88
|
6,857,397.84
|
(1) Whenever necessary, the number of options granted and fair value were
adjusted to reflect all stock splits that took place within the relevant period.
(2) According to the accounting method of predecessor cost adopted by the
Company, data related to periods before 2014 relates to Companhia de Bebidas das Américas – Ambev historical information.
Note: The alternate members of the Board of Directors are
accounted for in the “number of members” included in the tables above.
13.7. In relation to the options exercised and
shares transferred as share-based compensation to the Board of Directors and Board of Officers in the last three fiscal years:
December 31, 2020
|
Board of Directors
|
Board of Officers
|
No. of members
|
13.00
|
11.77
|
No. of members receiving compensation
|
3.00
|
9.00
|
Options exercised
|
|
|
Number of shares
|
910,900
|
241,725
|
Weighted average exercise price
|
R$ 2.13
|
R$ 6.61
|
Difference between the exercise price and the market value of the shares resulting from the options exercised
|
R$ 15,168,174.87
|
R$ 1,577,049.69
|
Shares transferred
|
|
|
Number of shares transferred
|
111,140
|
78,512
|
Weighted average acquisition price
|
18.43
|
18.43
|
Difference between the acquisition price and the market value of the shares acquired
|
-647,946
|
-457,725
|
December 31, 2019
|
Board of Directors
|
Board of Officers
|
No. of members
|
13.00
|
10.92
|
No. of members receiving compensation
|
2.00
|
9.00
|
Options exercised
|
|
|
Number of shares
|
-
|
2,681,735
|
Weighted average exercise price
|
R$ 0.00
|
R$ 10.66
|
Difference between the exercise price and the market value of the shares resulting from the options exercised
|
R$ 0.00
|
R$ 20,537,474.10
|
Shares transferred
|
|
|
Number of shares transferred
|
327,562
|
161,578
|
Weighted average acquisition price
|
16.87
|
16.87
|
Difference between the acquisition price and the market value of the shares acquired
|
-1,076,232
|
-927,683
|
December 31, 2018
(i)
|
Board of Directors
|
Board of Officers
|
No. of members
|
13.00
|
10.67
|
No. of members receiving compensation
|
4.00
|
8.00
|
Options exercised
|
-
|
-
|
Number of shares
|
1,392,135
|
1,551,470
|
Weighted average exercise price
|
R$ 6.26
|
R$ 11.35
|
Difference between the exercise price and the market value of the shares resulting from the options exercised
|
17,188,301
|
14,756,426
|
Shares transferred
|
-
|
-
|
Number of shares transferred
|
301,074
|
91,835
|
Weighted average acquisition price
|
17.69
|
17.69
|
Difference between the acquisition price and the market value of the shares acquired
|
1,423,478
|
434,196
|
(i) Amounts arising from the accounting effects
provided for in CPC 10 - Share-based Payment.
Note: The alternate members of the Board
of Directors are accounted for in the “number of members” included in the tables above.
13.8. Information required to understand the data
disclosed in items 13.5 to 13.7, including the pricing method applied to determine the value of shares and options):
a. pricing model:
The fair value of the options granted under the Option
Plan is determined based on Hull Binomial Pricing Model. The model is based on the assumption that price of a share in future periods
may follow two possible ways: one upward and another downward. Then, a binomial tree is built in relation to the share price. The upward
and downward factors are determined based on volatility of the share and the time frame between the steps in the tree. The trajectories
for share price are determined until maturity. In parallel, a tree is also constructed to represent the option value per period. The option
value is determined backwards, it starts from the expiration of vesting period. In the final period, the holder of the option shall decide
whether to exercise the option or not.
In the case of Share Appreciation Rights, at the end
of vesting period of each lot, the number of Share Appreciation Rights shall be converted into an amount equal to the closing price of
shares or ADRs issued by the Company and traded at B3 or NYSE, respectively, on the trading session immediately before such term, it being
certain that each Share Appreciation Rights shall correspond to one share or ADR, as applicable. There is no exercise price for the Share
Appreciation Rights, which represent only an obligation of the Company to pay to the beneficiary, on the date of the expiration of the
vesting periods, the amount equivalent to the market price of Company’s shares traded on B3 or ADRs traded on the NYSE, with no
disbursement by the beneficiary.
For grants of deferred shares and grants under the
Stock Plan, the fair value corresponds to the closing price of shares or ADR traded at B3 or NYSE, as the case may be, on the day immediately
before its grant date, and a discount may be applied under certain conditions as provided in each program. For the programs under the
Stock Plan, the shares will be granted free of charge after the five-year grace period and provided that the participant maintains the
employment and / or statutory relationship with the Company until the end of such term, observing the other terms of the Stock Plan and
of each program. For specific information about such programs, refer to item 13.4.
b. data and assumptions used in the pricing model,
including the weighted average price of shares, the exercise price, the expected volatility, the duration of the option, expected dividends
and risk-free interest rate:
Calculation date
According to Technical Pronouncement CPC 10 –
Share-Based Payment, options must be assessed on the date of their respective grant.
Weighted average price of shares
The price of the shares of the Company taken as basis
to calculate the value of the respective options is their Market Value, as defined below.
Exercise price
- Programs from 2008 to 2010
Lot A and lot C options (as specified in such programs)
must be exercised for an exercise price corresponding to the average closing prices of shares traded at B3 over a 30-day window before
grant date, or, in specific cases (e.g., to employees of subsidiaries of the Company headquartered abroad), the average closing
price of ADRs traded at NYSE in the period (“Market Value”) under any specific provisions set forth in the Program.
For the options belonging to lot B, the exercise price is the Market Value, applying a 10% discount. In the case of the supplementary
options set forth in said programs as belonging to lot C, the amounts corresponding to dividends and interest on own capital effectively
paid out by the Company on the underlying shares during the period between grant date and exercise date is deducted from the exercise
price.
- Programs from 2010 to 2020
The exercise price of each option granted under the
Option Plan corresponds to the closing price, in Brazilian Reais, of the Company’s shares traded on B3 in the trading session
immediately prior to the grant date.
Expected volatility
The options’ expected volatility is based on
historical volatility calculated since March 29, 2004. Based on the Hull Binomial Model, it is assumed that all employees would exercise
their options immediately if the price of the shares of the Company would reach 2.5 times the exercise price. The Company will not use
the sliding window method, in which volatility estimate is fixed length “m” (i.e., for each daily update information from
the previous day is aggregated and the information of m+1 days ago is disregarded). To calculate the expected volatility, the Company
used the daily stock returns of the Company. For every daily update of the calculation, information concerning that day is added to the
base and no information is disregarded. Therefore, the base has mobile extension beginning on March 29, 2004 until the date of calculation.
Duration of options
- Programs from 2008 to 2010
According to the option granting model used by the
Company, the options belonging to the lots A and B must be immediately exercised, since they have a duration equal to zero. The supplementary
options belonging to the lot c, in turn, have a total duration of ten years, considering a five-year vesting period and a five-year exercise
period.
- Programs from 2010 to 2019
Under the Option Plan, the
options have a grace period of five years from the date of grant, and the beneficiary may exercise them within five years after the grace
period ends, upon payment of the exercise price until five business days from the exercise date, as a compensation to the delivery of
the shares, therefore, having a term of up to ten years.
Expected dividends (dividends distribution rate)
The dividends distribution rate represents the ratio
between the dividend per share paid out over a certain period and the price of share in the market. The Company’s dividend distribution
rate of 5% was calculated based on its history of dividends distribution and payment of interest on own capital.
However, in cases in which the options granted are
protected in terms of dividends (programs prior to 2010), meaning that the amounts paid out as dividends and interest on own capital are
deducted from their exercise price, the Company’s dividends distribution rate is zero for purposes of calculating the fair value
of the options.
Risk-free interest rate
The risk-free interest rates were obtained based on
the closing price of the futures contract DI1 (Future of Average Rate of One-Day Interbank Deposits) disclosed by B3 on the respective
grant dates for similar maturity.
For illustrative purposes, the data explained in this
item “b” was the following for the options granted in the fiscal years of 2018, 2019 and 2020:
OPTION PRICING MODEL
Assumptions
|
2020
|
Pricing Model
|
Hull Binomial
|
Fair value of options granted
|
4.04
|
Share price
|
18.05
|
Exercise price
|
18.05
|
Expected volatility
|
22.3%
|
Vesting (years)
|
5
|
Expected dividends
|
5.0%
|
Risk-free interest rate
|
6.8%
|
Assumptions
|
2019
|
Pricing Model
|
Hull Binomial
|
Fair value of options granted
|
4.50
|
Share price
|
17.66
|
Exercise price
|
17.66
|
Expected volatility
|
23.8%
|
Vesting (years)
|
5
|
Expected dividends
|
5%
|
Risk-free interest rate
|
7.8%
|
Assumptions
|
2018(i)
|
Pricing Model
|
Hull Binomial
|
Fair value of options granted
|
5.62
|
Share price
|
18.04
|
Exercise price
|
18.04
|
Expected volatility
|
26.2%
|
Vesting (years)
|
5
|
Expected dividends
|
5%
|
Risk-free interest rate(ii)
|
9.6%
|
(i) Information based on the weighted average of the
programs granted, exception made to the estimate on dividends and risk-free interest rate
(ii) The percentages include the stock options and
ADRs granted during the fiscal year, whereas ADRs are denominated in US Dollars.
c. method used and assumptions made to incorporate
the expected effects of early exercise of options:
Based on the Hull Binomial Model used by the Company,
the immediate exercise of all options granted is assumed if the price of the shares issued by the Company reaches 2.5 times the exercise
price. The premise for the period in which the option will be exercised after the expiration of the grace period is related to the behavior
of the beneficiaries of the options, which differs from individual to individual. Despite the measurement of past behavior of the beneficiaries
to estimate future behavior, in general, prove to be more appropriate, Option Plan, underwent significant changes, especially in relation
to the protection of dividends, capable to influence the decision on the exercise of the option. Accordingly, the Company chose to use
as a premise the average result of two studies cited by Hull himself, and carried out by Huddart Lang and Carpenter, the conclusion of
which established that the exercise of options in a compensation program would occur when the price of the stock issued by the Company
reached 2.8 and 2.2 times the exercise price, respectively.
d. how the expected volatility is determined:
For the 2009 option programs, the expected volatility
(approved by Companhia de Bebidas das Américas – Ambev and received by the Company) is based on historical data of the last
252 days. As of the 2010 option programs, the expected volatility is measured since March 2004. As explained in “c”, above,
the Hull Binomial Model, adopted by the Company, assumes that all employees would exercise their options immediately if the price of the
shares issued by the Company reached 2.5 times the exercise price.
e. has any other characteristic of the option been
incorporated to the determination of its fair value:
Other characteristics were not incorporated in the
measurement of the fair value of the options.
13.9 Shares or quotas
directly or indirectly held, in Brazil or abroad, and other securities convertible into shares or quotas issued by the Issuer, its direct
or indirect shareholders, subsidiaries or affiliates by members of the Board of Directors, Board of Officers and Fiscal Council, grouped
by body:
Instruments issued by Ambev – 12/31/2020
Body
|
No. Shares and ADRs
|
No. of Deferred Shares
|
No. Options
|
Total
|
Board of Directors
|
33,369,085
|
1,158,739
|
6,191,879
|
40,719,703
|
Board of Officers
|
5,742,699
|
5,542,394
|
8,420,693
|
19,705,786
|
Fiscal Council
|
-
|
-
|
-
|
-
|
Total
|
39,111,784
|
6,701,133
|
14,612,572
|
60,425,489
|
Instruments issued by ABI – 12/31/2020
Body
|
No. Shares and ADRs
|
No. of Deferred Shares
|
No. Options
|
Total
|
Board of Directors
|
4,332,700
|
545,862
|
12,945,065
|
17,823,627
|
Board of Officers
|
2,896,481
|
67,820
|
4,909,677
|
7,873,978
|
Fiscal Council
|
-
|
-
|
-
|
-
|
Total
|
7,229,181
|
613,682
|
17,854,742
|
25,697,605
|
13.10. In relation to pension plans in effect granted
to the members of the Board of Directors and Board of Officers:
RETIREMENT BENEFITS
|
Board of Directors
|
Board of Officers
|
No. of members
|
13.00
|
11.77
|
No. of members receiving compensation
|
6.00
|
9.00
|
Name of the plan
|
Defined Contribution
|
Defined Contribution
|
Number of managers that are eligible to retire
|
3
|
0
|
Conditions to early retirement
|
53 years of age and 11 years of plan
|
53 years of age and 11 years of plan
|
Updated number of contributions accrued until the end of the last fiscal year, after deducting the amounts corresponding to contributions made directly by the managers
|
R$ 33,125,245.87
|
R$ 3,944,320.90
|
Total amount of contributions made during the last fiscal year, after deducting the amounts corresponding to contributions made directly by the managers
|
R$ 1,536,597.05
|
R$ 681,636.80
|
Possibility of and conditions to early redemption
|
Yes, in the event of termination of employment contract with the Company and provided that participant is neither eligible to a retirement benefit under the Plan, nor elects the pro rata deferred benefit, the portability or self-sponsorship. The amount redeemed shall correspond to the contributions made by the participant him/herself.
|
Yes, in the event of termination of employment contract with the Company and provided that participant is neither eligible to a retirement benefit under the Plan, nor elects the pro rata deferred benefit, the portability or self-sponsorship. The amount redeemed shall correspond to the contributions made by the participant him/herself.
|
13.11. Compensation of the Board of Directors,
Board of Officers and Fiscal Council in the last three fiscal years:
12/31/2020
Body
|
No. of Members
|
No. of members receiving compensation
|
Highest Individual Compensation
|
Lowest Individual Compensation
|
Average Individual Compensation
|
Board of Directors
|
13.00
|
8.67
|
7,895,479.83
|
298,612.80
|
1,347,164.51
|
Fiscal Council
|
6.00
|
6.00
|
457,771.49
|
228,885.74
|
286,107.17
|
Board of Officers
|
11.58
|
11.58
|
16,545,146.98
|
1,663,351.57
|
4,564,058.57
|
12/31/2019
Body
|
No. of Members
|
No. of members receiving compensation
|
Highest Individual Compensation
|
Lowest Individual Compensation
|
Average Individual Compensation
|
Board of Directors
|
13.00
|
8.00
|
9,036,710.50
|
299,839.45
|
1,790,654.25
|
Fiscal Council
|
5.67
|
5.67
|
443,492.45
|
221,746.22
|
338,452.94
|
Board of Officers
|
10.92
|
10.92
|
14,170,295.57
|
3,058,226.62
|
5,572,957.37
|
12/31/2018
Body
|
No. of Members
|
No. of members receiving compensation
|
Highest Individual Compensation
|
Lowest Individual Compensation
|
Average Individual Compensation
|
Board of Directors
|
13.00
|
8.33
|
8,659,261.70
|
484,455.99
|
1,731,069.60
|
Fiscal Council
|
5.58
|
5.58
|
425,508.48
|
212,754.24
|
320,518.21
|
Board of Officers
|
10.67
|
10.67
|
12,177,219.57
|
2,120,323.95
|
3,792,066.84
|
Notes:
Board of Officers
|
12/31/2020
|
- The average compensation of the Board of Officers presented in this item
is calculated taking into account the number of members of the Board of Officers (11.77 members) that receive compensation from the Company
for their services.
- Includes stock-based compensation of the Company and of the Controlling
Company.
- The member that received the highest individual compensation worked for
12 months.
|
12/31/2019
|
- The average compensation of the Board of Officers presented in this item
is calculated taking into account the number of members of the Board of Officers (10.92 members) that receive compensation from the Company
for their services.
- Includes stock-based compensation of the Company and of the Controlling
Company.
- The member that received the highest individual compensation worked for
12 months.
|
12/31/2018
|
- The average compensation of the Board of Officers presented in this item
is calculated taking into account the number of members of the Board of Officers (10.67 members) that receive compensation from the Company
for their services.
- Includes stock-based compensation of the Company and of the Controlling
Company.
- The member that received the highest individual compensation worked for
12 months.
|
Board of Directors
|
12/31/2020
|
- The average compensation of the Board of Directors presented in this item
is calculated taking into account the number of members of the Board of Directors (8.67 members) that receive compensation from the Company
for their services.
- Includes stock-based compensation of the Company and of the Controlling
Company.
- The member that received the highest individual compensation worked for
12 months.
|
12/31/2019
|
- The average compensation of the Board of Directors presented in this item
is calculated taking into account the number of members of the Board of Directors (8 members) that receive compensation from the Company
for their services.
- Includes stock-based compensation of the Company and of the Controlling
Company.
- The member that received the highest individual compensation worked for
12 months.
|
12/31/2018
|
- The average compensation of the Board of Directors presented in this item
is calculated taking into account the number of members of the Board of Directors (8,33 members) that receive compensation from the Company
for their services.
- Includes stock-based compensation of the Company and of the Controlling
Company.
- The member that received the highest individual compensation worked for
12 months.
|
Fiscal Council
|
12/31/2020
|
- It was considered the 3 full members and the 3 alternate members of the
Fiscal Council.
- The member that received the highest individual compensation worked for
12 months.
|
12/31/2019
|
- It was considered the 2.67 full members and the 3 alternate members of
the Fiscal Council.
- The member that received the highest individual compensation worked for
12 months.
|
12/31/2018
|
- It was considered the 2.58 full members and the 3 alternate members of
the Fiscal Council.
- The member that received the highest individual compensation worked for
12 months.
|
Note: The alternate members of the Board of Directors
are accounted for in the “number of members” included in the tables above.
13.12. Contractual arrangements, insurance policies
and other instruments structuring compensation or indemnification mechanisms for the management in the event of dismissal from their job
or retirement (including the financial consequences to the Company):
There are no contractual arrangements, directors’
and officers’ liability insurance policies (“D&O”), or other instruments that structure compensation mechanisms
or indemnification for the specific administrators for the hypothesis of removal from office or retirement.
As stated on item 12.11 of the Reference Form, the
Company has D&O, contracted with the Insurer Zurich Minas Brasil Seguros S/A, for the period from November 30, 2020 to November 30,
2021, with premium value of approximately US$ 59 mil, for the coverage of losses and damages to third parties, for acts related to the
exercise of functions and attributions of the administrators, during and after their respective mandates, up to the amount of US$ 15 million.
For more information on the insurance policies for
payment or reimbursement of expenses borne by the Company's managers, see item 12.11 of the Reference Form.
13.13. In relation to the three last fiscal years, give the percentage
of the overall compensation of each body recognized in the earnings of the Company regarding the members of the Board of Directors, Board
of Officers and Fiscal Council that are parties related to the direct or indirect controlling shareholders, as defined by applicable accounting
rules on the matter:
December 31, 2020
Body
|
No. of Members
|
Related Party’s Compensation
|
Total Compensation
|
%
|
Board of Directors
|
6.00
|
1,072,656.99
|
11,675,425.76
|
8
|
Fiscal Council
|
-
|
-
|
1,716,643.00
|
-
|
Board of Officers
|
-
|
-
|
52,867,011.81
|
-
|
Total
|
6.00
|
1,072,656.99
|
66,259,080.58
|
2
|
December 31, 2019
Body
|
No. of Members
|
Related Party’s Compensation
|
Total Compensation
|
%
|
Board of Directors
|
6.00
|
549,665.45
|
14,325,234.00
|
4
|
Fiscal Council
|
-
|
-
|
1,917,900.00
|
-
|
Board of Officers
|
-
|
-
|
60,838,118.00
|
-
|
Total
|
6.00
|
549,665.45
|
77,081,252.00
|
1
|
December 31, 2018
Body
|
No. of Members
|
Related Party’s Compensation
|
Total Compensation
|
%
|
Board of Directors
|
5.00
|
484,455.99
|
14,425,580.00
|
3
|
Fiscal Council
|
-
|
-
|
1,789,560.00
|
-
|
Board of Officers
|
-
|
-
|
40,448,713.00
|
-
|
Total
|
5.00
|
484,455.99
|
56,663,853.00
|
1
|
Note: The alternate members of the Board of Directors are
accounted for in the “number of members” included in the tables above.
13.14. Regarding the three last fiscal years, the
amounts recognized in the income statement of the Company as compensation to the members of the Board of Directors, Board of Officers
or Fiscal Council, grouped by body, for any reason other than their position in the Company, such as, for instance, commissions or fees
for consultancy or advisory services rendered:
There are no amounts recognized in the Company’s
results for the last three fiscal years as compensation for members of the Board of Directors, Executive Board or the Supervisory Board,
since they do not receive compensation from the Company for any other reason (e.g., consulting, advisory etc.), except as a result of
the exercise of their positions.
13.15. In relation to the three last fiscal years,
the amounts recognized in the income statement of direct and indirect controlling shareholders, affiliates and subsidiaries of the Company,
as compensation paid to the members of the Board of Directors, the Board of Officers and Board of Officers of the Company, grouped by
body, specifying the reason why such amounts were assigned to those individuals:
Fiscal Year ended December 31, 2020 – Compensation
received due to the position in the issuer
|
Board of Directors(i)
|
Board of Officers
|
Fiscal Council
|
Total(ii)
|
Direct and indirect shareholders
|
95,037,249.60
|
8,765,417.90
|
-
|
103,802,667.50
|
Companies controlled by the issuer
|
-
|
-
|
-
|
-
|
Affiliates
|
-
|
-
|
-
|
-
|
Fiscal Year ended December 31, 2019 – Compensation
received due to the position in the issuer
|
Board of Directors(i)
|
Board of Officers
|
Fiscal Council
|
Total(ii)
|
Direct and indirect shareholders
|
225,805,583.01
|
8,546,989.01
|
-
|
234,352,572.02
|
Companies controlled by the issuer
|
-
|
-
|
-
|
-
|
Affiliates
|
-
|
-
|
-
|
-
|
Fiscal Year ended December 31, 2018 – Compensation
received due to the position in the issuer
|
Board of Directors(i)
|
Board of Officers
|
Fiscal Council
|
Total(ii)
|
Direct and indirect shareholders
|
143,434,692.69
|
4,960,234.61
|
-
|
148,394,927.30
|
Companies controlled by the issuer
|
-
|
-
|
-
|
-
|
Affiliates
|
-
|
-
|
-
|
-
|
(i) Original amounts in dollar, by converted into
Brazilian Reais by the annual average rate of each fiscal year.
(ii) The amounts consider the accounting effects
provided for in CPC 10 - Share-based Payment.
Note: The alternate members of the Board of Directors and
of the Fiscal Council are accounted for in the “number of members” included in the tables above.
13.16. Other relevant information:
According to the understanding of the CVM Collegiate
body in the Proceeding No. 19957.007457/2018-10, which was included in Circular Notice No. 01/2021 of the Superintendence of Relations
with Companies (Superintendência de Relação com Empresas - SEP), as of this current fiscal year of 2021,
the Company has started to report in item 13.2 of this Exhibit A.IV management’s compensation net of employer’s payroll
charges. Therefore, for comparison purposes of the global compensation proposal of the current year with previous years, the Company informs
below the employer’s contribution (INSS) to which members of its management and the Fiscal Council are eligible:
Forecast for 2021
|
Board of Directors
|
Board of Officers
|
Fiscal Council
|
Total
|
Total No. of members
|
13.00
|
13.00
|
6.00
|
32.00
|
No. of members receiving compensation
|
8.33
|
13.00
|
6.00
|
27.33
|
INSS
|
1,355,006.00
|
3,504,244.00
|
369,101.00
|
5,228,352.00
|
|
|
|
|
|
As described in item 13.4 of this Exhibit A.IV,
the members of Company’s management are eligible to receive options with immediate exercise and five years lock up. We present in
the table below information regarding the restricted shares as open of the Board of Directors and Board of Officers at the end of the
last fiscal year.
DEFERRED SHARES
12/31/2020
|
Board of Directors
|
Board of Officers
|
Board of Officers
|
No. of members
|
13.00
|
12.00
|
12.00
|
No. of members receiving compensation
|
2.00
|
2.00
|
0.00
|
Stock Options
|
|
|
|
Grant date
|
03/30/2016
|
03/30/2016
|
03/30/2017
|
Number of options granted
|
74,248
|
72,576
|
2,245
|
Number of shares transferred upon the exercise of options during the lock up period
|
203,537
|
293,224
|
11,227
|
Lock up period of deferred shares
|
03/30/2021
|
03/30/2021
|
03/30/2022
|
Weighted average exercise price:
|
18,250
|
18,250
|
17,210
|
Fair value of deferred shares on exercise date
|
3,714,550.25
|
5,351,338.00
|
193,216.67
|
Fair value of deferred shares on the last day of the fiscal year
|
3,185,354.05
|
4,588,955.60
|
175,702.55
|
Dilution after exercise of deferred shares
|
0.001294%
|
0.001864%
|
0.000071%
|
As described in item 13.4 of this Exhibit A.IV,
the members of the Company's management are eligible to receive restricted shares subject to the Share Plan (options with immediate exercise).
We present on the table below information on the restricted shares granted to the Board of Directors and to the Board of Officers within
the scope of the Share Programs approved by the Board of Directors and with vesting periods still in progress at the end of the last fiscal
year:
RESTRICTED SHARES
31/12/2020
|
Board of Directors
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
Board of Directors
|
Board of Officers
|
Board of Officers
|
Total No. of members
|
13.00
|
12.00
|
13.00
|
12.00
|
13.00
|
12.00
|
12.00
|
No. of members receiving compensation
|
2.00
|
9.00
|
1.00
|
10.00
|
1.00
|
10.00
|
0.00
|
Stock Options
|
|
|
|
|
|
|
|
Grant date
|
03/29/2018
|
03/29/2018
|
03/29/2019
|
03/29/2019
|
08/30/2019
|
08/30/2019
|
03/30/2020
|
Number of options granted
|
67,408
|
86,238
|
26,266
|
98,634
|
40,078
|
114,017
|
8,302
|
Number of shares transferred upon the exercise of options during the lock up period
|
278,279
|
294,111
|
53,566
|
529,632
|
81,803
|
495,046
|
370
|
Lock up period of restricted shares
|
03/29/2023
|
03/29/2023
|
03/29/2024
|
03/29/2024
|
08/30/2024
|
08/30/2024
|
08/30/2025
|
Weighted average exercise price:
|
22,340
|
22,340
|
16,830
|
16,830
|
19,800
|
19,800
|
14,540
|
Fair value of restricted shares on exercise date
|
6,216,752.86
|
6,570,439.74
|
901,515.78
|
8,913,706.56
|
1,619,699.40
|
9,801,910.80
|
5,379.80
|
Fair value of restricted shares on the last day of the fiscal year
|
4,355,066.35
|
4,602,837.15
|
838,307.90
|
8,288,740.80
|
1,280,216.95
|
7,747,469.90
|
5,790.50
|
Dilution after exercise of restricted shares
|
0.001769%
|
0.001869%
|
0.000340%
|
0.003366%
|
0.000520%
|
0.003146%
|
0.000002%
|
As described in item 13.4 of this Exhibit A.IV,
as from 2011, the Board of Directors approved, for certain officers deemed by Management to have greater potential, the granting of Share
Appreciation Rights. Since this compensation modality does not include equity instruments, it does not imply the issue of shares and,
consequently, a dilution for other shareholders.
The table below discloses the same information required
for plans that use options whose exercise is not immediate.
12/31/2020
|
Board of
Officers
|
Board of Officers
|
Board of
Officers
|
Board of Officers
|
No. of members receiving compensation
|
1.00
|
1.00
|
2.00
|
2.00
|
Grant date
|
12/20/2012
|
12/22/2014
|
12/22/2015
|
12/22/2015
|
Number of shares for calculation of appreciation
|
73,313
|
97,420
|
377,612
|
377,611
|
Share quotation on grant date
|
17.84
|
15.95
|
18.00
|
18.00
|
Lock up period regarding share appreciation rights
|
12/20/2022
|
12/22/2024
|
12/22/2020
|
12/22/2025
|
Note: The alternate members of the Board of Directors and
of the Fiscal Council are accounted for in the “number of members” included in the tables above.
* * *
Exhibit
B.I – Report on the Changes to the company’s bylaws
(as exhibit 11 of CVM Instruction 481/09)
CURRENT
ARTICLES OF THE BYLAWS
|
PROPOSED CHANGES
(IN MARKS)
|
JUSTIFICATION
|
CHAPTER I
NAME, HEADQUARTERS, PURPOSE AND DURATION
|
CHAPTER I
NAME, HEADQUARTERS, PURPOSE AND DURATION
|
|
Article 2 – The Company has its headquarters and jurisdiction in the City of São Paulo, State of São Paulo. Branches, offices, deposits or representation agencies may be opened, maintained and closed elsewhere in Brazil or abroad, by resolution of its Board of Directors, for achievement of the Company’s purposes.
|
Article 2 – The Company has its headquarters and jurisdiction in the City of São Paulo, State of São Paulo. Branches, offices, deposits or representation agencies may be opened, maintained and closed elsewhere in Brazil or abroad, by a joint resolution of its Board of Directors the Chief Financial and Investor Relations Officer and the Legal Vice President Officer, for achievement of the Company’s purposes.
|
Amendment to reflect change in the management body responsible for deciding on the opening, maintenance and closure of branches, offices, deposits or representation agencies, anywhere in Brazil or abroad, with the goal of providing agility and efficiency to the Company's management, replacing the Board of Directors’ duty by the joint performance of the Chief Financial and Investor Relations Officer and the Legal Vice President Officer.
|
Article 3 – The purpose of the Company,
either directly or by participation in other companies, is: (…)
b) the production and trading of raw materials required
for the industrialization of beverages and byproducts, such as malt, barley, ice, carbonic gas, as well as apparatus, machinery, equipment,
and anything else that may be necessary or useful for the activities listed in item (a) above, including the manufacturing and sale of
packages for beverages, as well as the manufacturing, sale and industrial use of raw material necessary for the manufacturing of such
packages;
(…)
h) the advertising of products belonging to it and
to third parties, and the trading of promotional and advertising materials;
i) the rendering of technical, market and administrative
assistance services and other services directly or indirectly related to the core activities of the Company;
(…)
m) the contracting, sale and/or distribution of its
products and the products of its controlled companies, either directly or through third parties, using the means of transport required
for distribution of such products, byproducts or accessories, and adoption of any system or instruction that, at the discretion of the
Board of Directors, may lead to the envisaged purposes;
|
Article 3 – The purpose of the Company,
either directly or by participation in other companies, is: (…)
b) the production and trading of raw materials required
for the industrialization of beverages and byproducts, such as malt, barley, ice, carbonic gas, as
well as apparatus, machinery, equipment, and of
anything else that may be necessary or useful for the activities listed in item (a) above, including the manufacturing and sale of packages
for beverages, as well as the manufacturing, sale and industrial use of raw material necessary for the manufacturing of such packages,
as well as the production, trading,
rental, maintenance and repair of appliances, machinery, utensils and equipment;
(…)
h) the advertising of products belonging to it and
to third parties, including agency
of advertising space and the production,
trading or rental of
promotional and advertising materials,
as well as the rendering of information and internet content services and business intermediation;
i) the
promotion and intermediation of financial services’ and payments’ offers, and the rendering of technical, market
and administrative assistance services and other services at
all times directly or indirectly related to the core activities of the Company;
(…)
m) the contracting, sale and/or distribution of its
products (owned by the Company,
any and the products of its controlled companies or
third parties), either directly or through third parties, using the means of transport required for distribution of such products,
byproducts or accessories, and adoption of any system or instruction that, at the discretion of the Board of Directors, may lead to the
envisaged purposes, as well as
the rendering of logistics services, including warehousing, stock management in storages owned by the Company or by third parties and
cargo transportation in general;
(…)
o)
generation and trading of energy and equipment required for generating energy, as well as any other ancillary activity to enable the implementation
of projects for generation, use or trade of energy, related, directly or indirectly, to the core activities of the Company;
p)
collection, transportation, treatment, recycling, reuse, disposition and/or trading of scrap and solid waste of the Company or of third
parties; the reuse of such waste, in its transformation cycle or any other productive cycles of third parties, or any other environmentally
appropriate final destination (for reverse logistics), among other related activities.
|
Details of the corporate purpose, with the inclusion
of activities related to the main activities developed by the Company, notably with regard to the production and distribution of beverages
and food.
The Company clarifies that the detailing of the proposed
corporate purpose does not modify its operating segment and its predominant activities, representing nothing more than an addition of
ancillary or integrated activities to those already performed by the Company, being compatible with its purposes and, therefore, if approved,
will not authorize shareholders to withdraw under the terms of articles 136, item VI, and 137, item I, of Law 6,404 / 76.
|
CHAPTER II
CAPITAL STOCK AND SHARES
|
CHAPTER II
CAPITAL STOCK AND SHARES
|
|
Article 5 – The capital stock is of R$ 57,899,072,773.68,
divided into 15,735,117,965 nominative common shares, without par value.
|
Article 5 – The capital stock is of R$ 57,899,072,773.6857.973.874.024,26, divided into 15,735,117,96515.739.243.302 nominative common shares, without par value.
|
Amendment to reflect the capital increases approved by the Company's Board of Directors, within the authorized capital limit until the date of the General Meeting.
|
CHAPTER IV
MANAGEMENT OF THE COMPANY
|
CHAPTER IV
MANAGEMENT OF THE COMPANY
|
|
SECTION I
BOARD OF DIRECTORS
|
SECTION I
BOARD OF DIRECTORS
|
|
Article 21 – The Board of Directors shall
resolve on the matters listed below:
(…)
s) resolve on the Company's participation in other
companies, as well as on any participation in other undertakings, including through a consortium or special partnership;
|
Article 21 – The Board of Directors shall
resolve on the matters listed below:
(…)
s) resolve on the Company's participation in other
companies, as well as on any participation in other undertakings, including through a consortium or special partnership,
that involves (i) an amount greater than five hundredths percent (0.05%) of the shareholders’ equity of the Company, as shown in
the latest audited balance sheet, considered per individual transaction; or (ii) any amount, once it is verified that the series of transactions
with an amount equal to or lower than the amount referred in item (i) has reached, within the same fiscal year, the global limit of seventy-five
hundredths percent (0.75%) of the shareholders’ equity of the Company, as shown in the latest audited balance sheet;
|
Amendment to specify the competence of the Board of Directors regarding the decision on the participation of the Company in other companies, as well as on any participation in other ventures, including through a consortium or special partnership. By restricting the performance of the Board of Directors, the Company intends to promote greater operational efficiency and agility to the decision-making process, while preserving the submission of transactions with a material amount to the collegiate body composed of the representatives elected by the General Meeting.
|
* * *
“BYLAWS
CHAPTER I
NAME, HEADQUARTERS, PURPOSE AND DURATION
Article 1 - AMBEV S.A. (“Company”)
is a corporation (sociedade anônima), which shall be governed by these By-laws and by applicable law.
Article 2 – The Company has its
headquarters and jurisdiction in the City of São Paulo, State of São Paulo. Branches, offices, deposits or representation
agencies may be opened, maintained and closed elsewhere in Brazil or abroad, by a joint
resolution of its Board of Directorsthe Chief
Financial and Investor Relations Officer and the Legal Vice President Officer, for achievement of the Company’s purposes.
Article 3 – The purpose of the Company,
either directly or by participation in other companies, is:
Article 3 – The purpose of the Company,
either directly or by participation in other companies, is:
|
a)
|
the production and trading of beer, concentrates, soft drinks and other
beverages, as well as foods and drinks in general, including ready-to-drink liquid compounds, flavored liquid preparations, powdered or
tubbed guaraná;
|
|
b)
|
the production and trading of raw materials required for the industrialization
of beverages and byproducts, such as malt, barley, ice, carbonic gas, as well as apparatus, machinery, equipment, and
of anything else that may be necessary or useful for the activities listed in item (a) above, including the manufacturing and sale
of packages for beverages, as well as the manufacturing, sale and industrial use of raw material necessary for the manufacturing of such
packages, as well as the production, trading, rental, maintenance and repair of appliances, machinery, utensils and equipment;
|
|
c)
|
the production, certification and commerce of seeds and grains, as well
as the commerce of fertilizers and fungicides and other related activities, as necessary or useful to the development of the main activities
of the Company as stated in these By-laws;
|
|
d)
|
the packaging and wrapping of any of the products belonging to it or to
third parties;
|
|
e)
|
the agricultural cultivation and promotion activities in the field of cereals
and fruits which are the raw material used by the Company in its industrial activities, as well as in other sectors that require a more
dynamic approach in the exploration of the virtues of the Brazilian soil, mainly in the food and health segments;
|
|
f)
|
the operation on the following areas: research, prospecting, extraction,
processing, industrialization, commercialization and distribution of mineral water, in all national territory;
|
|
g)
|
the beneficiation, expurgation and other phytosanitary services, and industrialization
of products resulting from the activities listed in item (d) above, either for meeting the purposes of its industry or for trading of
its byproducts, including, but not limited to, byproducts for animal feeding;
|
|
h)
|
the advertising of products belonging to it and to third parties, including
agency of advertising space and the production, trading or rental of promotional and advertising materials,
as well as the rendering of information and internet content services and business intermediation;
|
|
i)
|
the promotion and intermediation of financial services’ and payments’
offers, and the rendering of technical, market and administrative assistance services and other services at all times directly
or indirectly related to the core activities of the Company;
|
|
j)
|
the importation of anything necessary for its industry and trade;
|
|
k)
|
k) the exportation of its products;
|
|
l)
|
the direct or indirect exploration of bars, restaurants, luncheonettes and
similar places;
|
|
m)
|
the contracting, sale and/or distribution of its products
(owned by the Company, any and the products of its controlled companies or third parties), either directly
or through third parties, using the means of transport required for distribution of such products, byproducts or accessories, and adoption
of any system or instruction that, at the discretion of the Board of Directors, may lead to the envisaged purposes, as well as the
rendering of logistics services, including warehousing, stock management in storages owned by the Company or by third parties and cargo
transportation in general;
|
|
n)
|
printing and reproduction of recorded materials, including the activities
of printing, services of preprinting and graphic finishing and reproduction of recorded materials in any base;
|
|
o)
|
generation and trading of energy and equipment required for generating
energy, as well as any other ancillary activity to enable the implementation of projects for generation, use or trade of energy, related,
directly or indirectly, to the core activities of the Company;
|
|
p)
|
collection, transportation, treatment, recycling, reuse, disposition
and/or trading of scrap and solid waste of the Company or of third parties; the reuse of such waste, in its transformation cycle or any
other productive cycles of third parties, or any other environmentally appropriate final destination (for reverse logistics), among other
related activities.
|
Sole Paragraph – Additionally to the
provisions of the caption of this article, the Company may participate in or associate itself with other commercial and civil companies,
as partner, shareholder or quotaholder, in Brazil or abroad.
Article 4 – The Company is established
for an indeterminate term.
CHAPTER II
CAPITAL STOCK AND SHARES
Article 5 – The capital stock is of R$
57,973,874,024.26 57,899,072,773.68, divided into 15,739,243,302 15,735,117,965 nominative
common shares, without par value.
Paragraph 1 – Each common share shall
be entitled to one vote in the resolutions of the Shareholders’ Meeting.
Paragraph 2 – The Company shares are
in the book-entry form and shall be held in a deposit account in the name of the respective holders, with a financial institution indicated
by the Board of Directors.
Paragraph 3 – The Company may suspend
the services of transfer and splitting of shares and certificates in accordance with the Shareholders’ Meeting's determination,
provided that this suspension does not exceed ninety (90) intercalary days during the fiscal year or fifteen (15) consecutive days.
Article 6 – The Company is authorized
to increase its share capital up to the limit of 19,000,000 (nineteen billion) shares, irrespective of an amendment to the By-laws, by
resolution of the Board of Directors, which shall resolve on the paying-up conditions, the characteristics of the shares to be issued
and the issue price, and shall establish whether the increase shall be carried out by public or private subscription.
Sole Paragraph – The issuance of shares
pursuant to any special laws regarding fiscal incentives (art. 172, sole paragraph, of Law 6,404/76) shall not give rise to preemptive
rights to shareholders; provided, however, that shares subscribed with funds originated from fiscal incentives shall not carry preemptive
rights for subscription in connection with any issuance of shares after such subscription.
Article 7 – The issuance of shares, debentures
convertible into shares and subscription bonds, the placement of which shall be made (i) by sale on the stock exchange; (ii) by public
subscription; or (iii) for share swap, in a public offering for acquisition of control which, under the terms of articles 257 and 263,
of Law 6,404/76, may be carried out with exclusion of the preemptive right or with reduction in the period which is addressed in article
171, paragraph 4 of Law 6,404/76.
Article 8 – The Board of Directors may
also, within the limit of the authorized capital, (i) based on a plan approved by the Shareholders’ Meeting, grant call options
to management, employees or individuals that render services to the Company or companies under its control; (ii) approve the capital increase
by capitalizing profits or reserves, with or without the issuance of new shares; and (iii) resolve on
the issuance of subscription bonus or debentures convertible into shares.
Article 9 – Failure by the subscriber
to pay the subscribed value, on the conditions set forth in the bulletin or call shall cause it to be considered in default by operation
of law, for purposes of articles 106 and 107 of Law 6,404/76, subjecting it to the payment of the amount in arrears, adjusted for inflation
according to the variation in the General Market Price Index (IGP-M) in the shortest period permitted by law, in addition to interest
at twelve percent (12%) per year, pro rata temporis, and a fine corresponding to ten percent (10%) of the amount in arrears, duly
updated.
CHAPTER III
SHAREHOLDERS’ MEETINGS
Article 10 – The Shareholders’
Meeting has the power to decide on all businesses related to the object of the Company and to take any resolutions it may deem advisable
for its protection and development.
Article 11 – Shareholders’ Meetings
shall be convened and presided over by the Chairman or one of the Co-Chairmen of the Board of Directors, as applicable, or person appointed
by them, who may designate up to two secretaries.
Article 12 – Any resolutions of the Shareholders’
Meetings, except for the cases contemplated by law, shall be taken by an absolute majority of votes, excluding any blank votes.
Article 13 – Annual Shareholders’
Meetings shall be held within the first four months after the end of the fiscal year, and shall decide on matters under their authority,
as set forth in law.
Article 14 – Extraordinary Shareholders’
Meetings shall be held whenever the interests of the Company so require, as well as in the events established in law and in these By-laws.
CHAPTER IV
MANAGEMENT OF THE COMPANY
Article 15 – The Company shall be managed
by a Board of Directors and a Board of Executive Officers, pursuant to law and these By-laws.
Paragraph 1 – The Shareholders’
Meeting shall establish the aggregate compensation of the Management, which shall be apportioned by the Board of Directors, as provided
for in article 21 hereof.
Paragraph 2 – The management must adhere
to the Manual on Disclosure and Use of Information and Policy for the Trading with Securities Issued by the Company, by executing the
Joinder Agreement.
Paragraph 3 – The Board of Directors
will be composed, in its majority, by external members, that is, directors without current, employment or management relationship, with
the Company, who may or may not be considered independent members, observed the provisions of paragraph 5 of this article 15.
Paragraph 4 – The offices of Chairman
or Co-Chairmen of the Board of Directors, as applicable, and Chief Executive Officer of the Company may not be cumulated by the same person.
Paragraph 5 - At least two members of
the Board of Directors of the Company will be Independent Directors, it being understood, for the purposes hereof, as Independent Directors
those in compliance with the following requirements:
|
a)
|
he/she must not be a Controlling Shareholder, or spouse or relative up to
second-degree thereof;
|
|
b)
|
he/she must not have been, for the last three years, an employee or officer
(i) of the Company or of a company controlled by the Company, or (ii) of the Controlling Shareholder or of a company controlled thereby
(“Jointly-Controlled Company”);
|
|
c)
|
he/she must not be a supplier or buyer, whether direct or indirect, of services
and/or products of the Company, of a company controlled by the Company, of the Controlling Shareholder or of a Jointly Controlled Company,
in all cases in magnitude which implies in the loss of independence;
|
|
d)
|
he/she must not be an employee or manager of a company or entity which is
offering or requesting services and/or products of the Company, of a company controlled by the Company, of the Controlling Shareholder
or of a Jointly Controlled Company, as per item (c) above;
|
|
e)
|
he/she must not be a spouse or relative up to second degree of any manager
of the Company, of a company controlled by the Company, of the Controlling Shareholder or of a Jointly Controlled Company;
|
|
f)
|
he/she must not receive compensation by the Company, by a company controlled
by the Company, by the Controlling Shareholder or by a Jointly Controlled Company, except as a member of the Board of Directors (cash
provisions from capital interests are excluded from this restriction).
|
Paragraph 6 - Directors elected pursuant
to art. 141, paragraphs 4 and 5, of Law 6,404/76 will also be considered Independent Directors, notwithstanding of complying with the
independence criteria provided in this article.
SECTION I
BOARD OF DIRECTORS
Article 16 – The Board of Directors
shall be composed of five (5) to eleven (11) sitting members, with two (2) to eleven (11) alternates, bound or not to a specific
sitting Director, and shall be elected by the Shareholders’ Meeting
and be dismissed thereby at any time, with a term of office of three (3) years, reelection being permitted.
Paragraph 1- Subject to the caption of this
article, the number of members that will make up the Board of Directors in each management period shall be previously established at each
Shareholders’ Meeting whose agenda includes election of the members of the Board of Directors, and this matter shall be forwarded
by the Chairman of the Shareholders’ Meeting.
Paragraph 2 - The Board of Directors may determine
the creation of advisory committees formed in its majority by members of the Board of Directors, defining their respective composition
and specific duties. The rules of article 160 of Law No. 6,404/76 shall apply to members of the advisory committees.
It will be incumbent upon said committees to analyze and discuss the issues defined as being within the scope of their duties, as well
as to formulate proposals and recommendations for deliberation by the Board of Directors.
Paragraph 3- The members of the Board of Directors
shall be invested in office upon the execution of the respective instrument, drawn up in the proper book, and shall remain in office until
they are replaced by their successors.
Paragraph 4 - The Director shall have an indisputable
reputation, and cannot be elected, unless waived by the Shareholders’ Meeting, if it (i) occupies a position in companies that can
be considered as a competitor of the Company, or (ii) has or represents a conflicting interest with the Company; the voting rights of
the Director cannot be exercised by him/her in case the same impediment factors are configured.
Article 17 - The Board of Directors shall have
one Chairman or two (2) Co-Chairmen, as defined by the vote of the majority of its members, and, in the case of Co-Chairmen, this must
be done in a shared manner, with both Co-Chairmen having identical prerogatives and duties. The Chairman or Co-Chairmen of the Board of
Directors, as applicable, will be elected by a majority of the members of the Board of Directors, immediately after said members are invested
in office.
Article 18 - The Board of Directors shall meet,
ordinarily, at least once each quarter and, extraordinarily, whenever necessary, upon call by the Chairman or any of its Co-Chairmen,
as applicable, or by the majority of its members, through letter, email, telegram or personally, with at least 24 (twenty-four) hours
in advance.
Article 19 - The Board of Directors shall be
convened, operate and pass valid resolutions by the favorable vote of the majority of its members present in the meeting.
Paragraph 1 – The Directors may attend
meetings by telephone, videoconferencing, telepresence or by previously sending their votes in writing. In this case, the Director
will be considered to be present at a meeting in order to ascertain the quorum for declaring it open and voting, with this vote being
deemed valid for all legal effects, being included in minutes of such meeting.
Paragraph 2 – In the event of a tie in
the resolutions of the Board of Directors, neither the Chairman nor any of the Co-Chairmen, as applicable, shall have the casting vote,
but only their own personal votes.
Paragraph 3 – The Director shall not
have access to information or take part in meetings of the Board of Directors related to matters in which it has conflicting interests
with the Company.
Article 20 - In the case of permanent absence
or impediment of any Director, and if there is an alternate Director, the Board of Directors shall decide whether the alternate shall
fill the vacant office, or if the vacant office shall be filled by a substitute on a permanent basis; the substitute Director shall, in
any case, complete the term of office of the absent or impeded Director.
Sole Paragraph – In the event of temporary
absence or impediment, the members of the Board of Directors shall be replaced by the respective alternates, or in the absence thereof,
by another Director appointed for such purpose by the absent Director. In this latter case, the Director that is replacing the absent
or impeded Director shall cast the vote of the absent Director in addition to his own vote.
Article 21 – The Board of Directors shall
resolve on the matters listed below:
|
a)
|
establish the general direction of the Company's business, approving the
guidelines, corporate policies and basic objectives for all the main areas of performance of the Company;
|
|
b)
|
approve the annual investment budget of the Company;
|
|
c)
|
approve the three-year strategic plan of the Company;
|
|
d)
|
elect and dismiss the Company's Officers, and set their attributions;
|
|
e)
|
supervise the management of the Board of Executive Officers, review at any
time the books and documents of the Company, and request information regarding any acts executed or to be executed by the Company;
|
|
f)
|
attribute, from the aggregate value of the compensation established by the
Shareholders’ Meeting, the monthly fees of each of the members of the Company's Management;
|
|
g)
|
define the general criteria on compensation and benefit policy (fringe benefits,
participation in profits and/or sales) for the management and senior employees (namely, managers or employees in equivalent direction
positions) of the Company;
|
|
h)
|
appoint the Company's independent auditors;
|
|
i)
|
resolve on the issue of shares and warrants, within the limit of the authorized
capital of the Company;
|
|
j)
|
provide a previous manifestation on the management's report, the Board of
Executive Officers' accounts, the financial statements for the fiscal year, and review the monthly balance sheets;
|
|
k)
|
submit to the Shareholders’ Meeting of the proposal of allocation
of the net profits for the year;
|
|
l)
|
call the Annual Shareholders’ Meeting and, whenever it may deem advisable,
the Extraordinary Shareholders’ Meetings;
|
|
m)
|
approve any business or agreements between the Company and/or any of its
controlled companies (except those fully controlled), management and/or shareholders (including any direct or indirect partners of the
Company's shareholders), without impairment of item “q” below;
|
|
n)
|
approve the creation, acquisition, assignment, transfer, encumbering and/or
disposal by the Company, in any way whatsoever, of shares, quotas and/or any securities issued by any company controlled by the Company
or associated to the Company; except in case of operations involving only the Company and companies fully controlled thereby or in case
of indebtedness operation, in which case the provisions of item “o” bellow shall apply;
|
|
o)
|
approve the contracting by the Company of any debt in excess of ten percent
(10%) of the Company's shareholders’ equity reflected on the latest audited balance sheet; this amount shall be considered per individual
transaction or a series of related transactions;
|
|
p)
|
approve the execution, amendment, termination, renewal or cancellation of
any contracts, agreements or similar instruments involving trademarks registered or deposited in the name of the Company or any of its
controlled companies; except (i) for the agreements entered into between the Company and its fully controlled companies, or (ii) in the
event of licensing of brands to be used in gifts, accessory materials connected to such brands, or disclosure in events, or yet (iii)
for agreements in which the licensing of brands is an accessory element to the execution of its main purpose (provided they do not depend
on the approval of the Board of Directors for any other reason provided in this article 21);
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q)
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approve the granting of loans and the rendering of guarantees of any kind
by the Company for amounts exceeding one percent (1%) of the shareholders’ equity of the Company reflected on the latest audited
balance sheet, to any third party, except in favor of any companies controlled by the Company;
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r)
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approve the execution by the Company of any long-term agreements (i.e.,
agreements executed for a term exceeding one year), involving an amount in excess of five percent (5%) of the shareholders’ equity
of the Company, as shown on the latest audited balance sheet; this amount shall be considered per individual transaction or a series of
related transactions, except in the case of agreements entered into between the Company and its fully controlled companies;
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s)
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resolve on the Company's participation in other companies, as well as on
any participation in other undertakings, including through a consortium or special partnership, that involves (i) an amount greater
than five hundredths percent (0.05%) of the shareholders’
equity of the Company, as shown in the latest audited balance sheet, considered individual transaction; or (ii) any amount, once it is
verified that the series of transactions with an amount equal to or lower than the amount referred in item (i) has reached, within the
same fiscal year, the global limit of seventy-five hundredths percent (0.75%) of the shareholders’ equity of the Company, as shown
in the latest audited balance sheet;
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t)
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resolve on the suspension of the Company's activities, except in the cases
of stoppage for servicing of its equipment;
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u)
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authorize the acquisition of shares of the Company to be kept in treasury,
be canceled or subsequently disposed of, as well as the cancellation and further sale of such shares, with due regard for applicable law;
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v)
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resolve on the issuance of Trade Promissory Notes for public distribution,
pursuant to CVM Ruling No. 134;
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w)
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resolve, within the limits of the authorized capital, on the issuance of
convertible debentures, specifying the limit of the increase of capital arising from debentures conversion, by number of shares, and the
species and classes of shares that may be issued, under the terms of article 59 paragraph 2 of Law 6,404/76
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x)
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authorize the disposal of fixed assets, excepted for the ones mentioned
in item “n” of this article, and the constitution of collateral in an amount greater than 1% (one percent) of the shareholders’
equity reflected in the latest audited balance sheet. This amount will be considered per individual transaction or a series of related
transactions;
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y)
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perform the other legal duties assigned thereto at the Shareholders’
Meeting or in these By-laws; and
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z)
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resolve on any cases omitted by these By-laws and perform other attributions
not conferred on another body of the Company by the law or these By-laws.
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Paragraph 1 – The decisions of the Board
of Directors shall be recorded in minutes, which shall be signed by those present in the meeting.
Paragraph 2 – Any favorable vote cast
by a Company representative in connection with any resolution on the matters listed above, in Shareholders’ Meetings and in other
corporate bodies of the companies controlled by the Company, either directly or indirectly, shall be conditional on the approval of the
Board of Directors of the Company.
SECTION II
BOARD OF EXECUTIVE OFFICERS
Article 22 – The Board of Executive
Officers shall be composed of two (2) to fifteen (15) members, shareholders or not, of whom (i) one shall be the Chief Executive
Officer (ii) one shall be the Commercial Vice President Officer, (iii) one shall be the Sales Vice President Officer, (iv) one shall
be the People and Management Vice President Officer, (v) one shall be the Logistics Vice President Officer, (vi) one shall be the
Marketing Vice President Officer, (vii) one shall be the Industrial Vice President
Officer, (viii) one shall be the Chief Financial and Investor Relations Officer, (ix) one shall be the Legal Vice President Officer, (x)
one shall be the Non-Alcoholic Beverages Vice President Officer, (xi) one shall be the Compliance Vice President Officer, and (xii) one
shall be the Information Technology Vice President Officer and (xiii) the remaining Officers shall have no specific designation; all of
whom shall be elected by the Board of Directors, and may be removed from office by it at any time, and shall have a term of office of
three (3) years, reelection being permitted.
Paragraph 1 – Should a position of Executive
Officer become vacant or its holder be impeded, it shall be incumbent upon the Board of Directors to elect a new Executive Officer or
to appoint an alternate, in both cases determining the term of office and the respective remuneration.
Paragraph 2 – It is incumbent upon the
Executive Board to exercise the prerogatives that the law, the By-laws and the Board of Directors confer upon it for the performance of
the actions required for the Company to function normally.
Paragraph 3 – The Executive Officers
shall be invested in office upon the execution of the respective instrument, drawn up in the proper book, and shall remain in office until
their successors are vested in office.
Article 23 – The Executive Board, whose
presidency will be held by the Chief Executive Officer, shall meet as necessary, it being incumbent upon the Chief Executive Officer to
call and to be the chairman of the meeting.
Article 24 – It is the Chief Executive
Officer’s responsibility to:
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a)
|
submit the annual work plans and budgets, investment plans and new Company
expansion programs to the Board of Directors for approval, causing them to be carried out, pursuant to their approval;
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b)
|
formulate the Company’s operating strategies and guidelines, as well
as establishing the criteria for executing the resolutions of the Shareholders’ Meetings and of the Board of Directors, with the
participation of the other Executive Officers;
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c)
|
supervise all the Company’s activities, providing the guidelines best
suited to its corporate purpose;
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d)
|
coordinate and oversee the activities of the Board of Executive Officers;
and
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e)
|
exercise the other prerogatives conferred upon it by the Board of Directors.
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Article 25 – It is the Commercial Vice
President Officer’s responsibility to:
a) be responsible for the direction,
strategic planning and control of the Company's sales and marketing areas; and
b) exercise
the other prerogatives conferred upon it by the Board of Directors.
Article 26 – It is the Sales Vice President
Officer’s responsibility to:
|
a)
|
develop the strategic sales planning of the Company;
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|
b)
|
be responsible for the management of the commercial team and develop and
implement an action model for the sector; and
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|
c)
|
exercise the other prerogatives conferred upon it by the Board of Directors.
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Article 27 – It is the People and Management
Vice President Officer’s responsibility to:
|
a)
|
organize and manage the Company’s human resources; and
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|
b)
|
exercise the other prerogatives conferred upon it by the Board of Directors.
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Article 28 - It is the Logistics Vice President
Officer’s responsibility to:
|
a)
|
establish, manage and be responsible for the pre-production and post-production
distribution and logistics strategy of the Company; and
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|
b)
|
exercise the other prerogatives conferred upon it by the Board of Directors.
|
Article 29 - It is the Marketing Vice President
Officer’s responsibility to:
|
a)
|
be responsible for the direction, planning and control of the marketing
area of the Company; and
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|
b)
|
exercise the other prerogatives conferred upon it by the Board of Directors.
|
Article 30 – It is the Industrial Vice
President Officer’s responsibility to:
|
a)
|
manage the branches, warehouses, industrial plants and other units of the
Company related to its industrial production; and
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|
b)
|
exercise the other prerogatives conferred upon it by the Board of Directors.
|
Article 31 – It is the Chief Financial
and Investor Relations Officer’s responsibility to:
|
a)
|
manage and respond for the budget control of the Company;
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|
b)
|
provide managerial and financial information;
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c)
|
be responsible for the control over the cash flow and financial investments
of the Company;
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d)
|
provide any and all information to investors, to the Brazilian Securities
and Exchange Commission (Comissão de Valores Mobiliários) and to B3 S.A. - Brasil, Bolsa, Balcão;
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e)
|
maintain the registration of the Company as an openly held company updated;
and
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f)
|
exercise the other prerogatives conferred upon it by the Board of Directors.
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Article 32 - It is the Legal Vice President
Officer responsibility to:
|
a)
|
establish, manage and coordinate the legal strategy adopted by the Company,
and to supervise its judicial and administrative proceedings;
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|
b)
|
be responsible for the Company’s corporate documents; and
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|
c)
|
exercise the other prerogatives conferred upon it by the Board of Directors.
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Article 33 – It is the Non-Alcoholic
Beverages Vice President Officer’s responsibility to:
|
a)
|
coordinate and supervise the non-alcoholic and non-carbonated drinks sector,
and establish its planning strategy; and
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|
b)
|
exercise the other prerogatives conferred upon it by the Board of Directors.
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Article 34 – It is the Compliance Vice
President Officer’s responsibility to:
|
a)
|
implement, manage and operationalize the Company's compliance program, ensuring
compliance, effectiveness and continuous improvement;
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|
b)
|
investigate any allegations of violations to the Company's compliance program;
and
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|
c)
|
exercise the other prerogatives conferred upon it by the Board of Directors.
|
Paragraph 1 – It is granted to the Compliance
Vice-President Officer, in the exercise of his/her duties, direct access to the Board of Directors.
Article 35 – It is the Information Technology
Vice President Officer’s responsibility to:
|
a)
|
respond for the direction, planning and control of the information technology
sector of the Company; and
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|
b)
|
exercise the other prerogatives conferred upon it by the Board of Directors.
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Article 36 – It is incumbent upon the
other Executive Officers to exercise the prerogatives conferred upon them by means of a Meeting of the Board of Directors, which may establish
specific titles for their positions.
Article 37 - The Documents involving the Company
in any commercial, banking, financial or equity liability, such as agreements in general, check endorsements, promissory notes, bills
of exchange, trade bills and any credit instruments, debt acknowledgments, granting of aval guarantees and sureties, credit
facility agreements, acts performed by branches, ad negocia and ad judicia powers of attorney, and any other acts creating
any liability for the Company or waiving third-party obligations or obligations to the Company, shall be valid upon the signature of two
members of the Executive Board.
Paragraph 1 – The representation of the
Company in the aforementioned documents may be delegated to an attorney-in-fact, and such documents may be executed by an Attorney-in-Fact
in conjunction with an Officer, or by two Attorneys-in-Fact, jointly, provided that the instruments of power of attorney appointing these
attorneys-in-fact are executed by two Officers.
Paragraph 2 - The Company shall be represented,
individually, by any of the Officers or by a duly appointed Attorney-in-Fact, as regards receipt of service of process or judicial notices
and rendering of personal deposition.
CHAPTER V
FISCAL COUNCIL
Article 38 – The Company shall have a
Fiscal Council, on a permanent basis, composed of three (3) to five (5) members and an equal number of alternates. All of its members
shall be elected at a Shareholders’ Meeting and by it removed at any time. Their term of office shall expire at the Annual Shareholders’
Meeting to be held following their election, reelection being permitted.
Paragraph 1 – In order for the Fiscal
Council to function, the majority of its members must attend its meeting.
Paragraph 2 - It shall be incumbent upon
the Fiscal Council to elect its Chairman in the first meeting to be held after its instatement.
Paragraph 3 - In addition to the duties
conferred to it by these By-laws and by law, the Fiscal Council shall establish in its Internal Regiment the procedures for receiving,
recording and treating complaints received in connection with accounting, internal accounting controls and matters related with the auditing
of the Company, as well as any other communication received on such matters.
Paragraph 4 - The provisions of Paragraph 2
of article 15 of these By-laws apply to the members of the Fiscal Council.
Article 39 – The compensation of the
Fiscal Council's members shall be established by the Shareholders’ Meeting that elects them.
CHAPTER VI
FISCAL YEAR, BALANCE SHEET AND RESULTS
Article 40 – The fiscal year shall have
the duration of one year and shall end on the last day of December of each year.
Article 41 - At the end of each fiscal year,
the financial statements determined by law shall be drawn up in accordance with the Company's bookkeeping.
Paragraph 1 – The Board of Directors
may resolve to draw up half-yearly balance sheets or for shorter periods, and approve the distribution of dividends and/or interest on
net equity based on the profits ascertained in such balance sheets, subject to the provisions set forth in Article 204 of Law No. 6,404/76.
Paragraph 2 – At any time, the Board
of Directors may also resolve on the distribution of interim dividends and/or interest on net equity based on the accrued profits or existing
profits reserves presented in the latest yearly or half-yearly balance sheet.
Paragraph 3 – The interim dividends and
interest on net equity shall always be considered as an advance on the minimum mandatory dividends.
Article 42 - From the profits ascertained in
each year, accumulated losses and a provision for income tax shall be deducted prior to any other distribution.
Paragraph 1 – Over the amount ascertained
as provided for in the caption of this article, it will be calculated:
|
a)
|
the statutory participation of the Company’s employees up to the maximum
limit of 10% (ten percent), to be distributed according to the parameters to be established by the Board of Directors; and
|
|
b)
|
the statutory participation of the management, up to the maximum legal limit.
|
Paragraph 2 – Over the amount ascertained
as provided for in the caption of this article, it may be calculated, in addition, up to the limit of 10% (ten percent), a contribution
for the purpose of meeting the charges of the assistance foundation for employees and management of the Company and its controlled companies,
with due regard for the rules established by the Board of Directors to this effect.
Paragraph 3 – The following allocations
shall be made from the net income of the fiscal year, obtained after the deductions dealt with in the previous paragraphs:
|
a)
|
five percent (5%) shall be allocated to the legal reserve, up to twenty
percent (20%) of the paid-in capital stock or the limit established in article 193, paragraph 1 of Law No. 6,404/76;
|
|
b)
|
from the balance of the net profit of the fiscal year, obtained after the
deduction mentioned in item (a) of this article and adjusted pursuant to article 202 of Law No. 6,404/76, forty percent (40%) shall be
allocated to pay the mandatory dividend to all its shareholders; and
|
|
c)
|
an amount not greater than sixty percent (60%) of the adjusted net profits
shall be allocated to the formation of an Investment Reserve, for the purpose of financing the expansion of the activities of the Company
and its controlled companies, including through subscription of capital increases or the creation of new business developments.
|
Paragraph 4 – The reserve set out in
item (c) of paragraph 3 of this article may not exceed eighty percent (80%) of the capital stock. Upon reaching this limit, the Shareholders’
Meeting shall resolve either to distribute the balance to the shareholders or increase the Company’s corporate capital.
CHAPTER VII
LIQUIDATION, WINDING-UP AND EXTINGUISHMENT
Article 43 – The Company shall be liquidated,
wound up and extinguished in the cases contemplated by law or by resolution of the Shareholders’ Meeting.
Paragraph 1 – The manner of liquidation
shall be determined at a Shareholders’ Meeting, which shall also elect the Fiscal Council that will function during the liquidation
period.
Paragraph 2 - The Board of Directors shall
appoint the liquidator, establish its fees and determine the guidelines for its operation.
CHAPTER VIII
GENERAL PROVISIONS
Article 44 – The dividends attributed
to the shareholders shall be paid within the legal time frames, and monetary adjustment and/or interest shall only be assessed if so determined
by the Shareholders’ Meeting.
Sole Paragraph – The dividends not received
or claimed shall become time-barred within three years from the date on which they were made available to the shareholder and shall revert
to the benefit of the Company.
Article 45 – The Company shall comply
with the shareholders' agreements registered as provided for in article 118 of Law No. 6,404/76.
Article 46 – The Company will provide
the members of the Board of Directors, of the Board of Executive Officers and of the Fiscal Council, or the members of any corporate bodies
with technical functions set up to advise the managers, a legal defense in lawsuits and administrative proceedings filed by third parties
during or after their respective terms of office, for acts performed during the exercise of their functions, including through a permanent
insurance policy, shielding them against liability for acts arising from the exercise of their positions or functions, including the payment
of court costs, legal fees, indemnifications and any other amounts arising from such proceedings.
Paragraph 1 – The guarantee set forth
in the caption of this article extends to employees working regularly to comply with powers-of-attorneys granted by the Company or the
subsidiaries controlled by the Company.
Paragraph 2 – If any of the persons mentioned
in the caption or in Paragraph 1 of this article be sentenced by a final court decision due to negligent or criminal conduct, the Company
must be reimbursed by such person for all costs and expenses disbursed on legal assistance, as set forth by law.”
***
* These Bylaws were approved at the Company's Ordinary
and Extraordinary Shareholders' Meeting held on April 294, 20210.
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
|
|
Lucas Machado Lira
Chief Financial and Investor Relations Officer
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