ABEV 6-K
Ambev S.A. (ABEV)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of March, 2024
Commission File Number 1565025
AMBEV S.A.
(Exact name of registrant as specified in its charter)
AMBEV S.A.
(Translation of Registrant's name into English)
Rua Dr. Renato Paes de Barros, 1017 - 3rdFloor04530-000 São Paulo, SPFederative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
To the Shareholders,
We hereby present the following Management Proposal regarding the matters set forth in the agenda for the Ordinary and Extraordinary Shareholders’ Meetings of Ambev S.A. (“Company” and “AGOE”, respectively) to be held, cumulatively, on April 29, 2025, at 2:00 p.m. (“Proposal”):
A. AnnualShareholders’ Meeting:
**1.**Analysis of the management accounts, examination, discussion and voting on the financial statementsfor the fiscal year ended December 31, 2024
We propose that the Management accounts are approved and the financial statements relating to the fiscal year ended December 31, 2024, as disclosed on February 26, 2025 on the websites of the Brazilian Securities Commission (“CVM”) and the B3 S.A. – Brasil, Bolsa, Balcão, through the Periodic Information System (Sistema de Informações Periódicas), on the Company’s website (www.ri.ambev.com.br) and on the newspaper Valor Econômico.
We stress that under the terms of article 10, item III, of CVM Resolution No. 81, of March 29, 2022 (“CVM Resolution 81/22”), the information disclosed in Exhibit A.I to this Proposal reflect our comments on the financial situation of the Company.
**2.**Allocation of the net profits for year ended December 31, 2024 and ratification of the paymentof interest on own capital and dividends for year ended December 31, 2024, approved by the Board of Directors at the meeting held on December11, 2024
We propose that the net profit for the fiscal year ended December 31, 2024 be allocated as indicated below, which is defined in detail in Exhibit A.II of this Proposal, prepared in accordance with article 10, sole paragraph, item II, of CVM Resolution 81/22. It is further proposed to ratify the payment of dividends and interest on own capital relating to the fiscal year ended December 31, 2024, approved by the Board of Directors at the meeting held on December 11, 2024.
| Net Profits | R$ 14.437.237.749,00 |
|---|---|
| Amount allocated to the Tax Incentives Reserve | R$ 108.125.431,35 |
| Amount allocated to payment of interest on own capital (gross) and dividends, declared based on the net profit relating to the fiscal year ended December 31, 2024 | R$ 10.505.388.233,75 |
| Amount allocated to the Investments Reserve (1) | R$ 10.339.054.767,31 |
| (1) Including values relating to (i) reversion of effects of the revaluation of fixed assets in the amount of R$ 11.823.167,53; (ii) effect of application of IAS 29/CPC 42 (hyperinflation) in the amount of R$6.481.320.000,00; and (iii) expired dividends of R$22.187.515,88, as detailed in Exhibit A.II to the Proposal. |
**3.**Election of the effective and alternate members of the Fiscal Council for a term in office endingat the Ordinary Shareholders’ Meeting to be held in 2026, pursuant to the terms of the Company's Bylaws
The controlling shareholders appoint as members of the Fiscal Council the individuals qualified below, which compose the “Controller Appointment – Fiscal Council” block:
(i) by reelection, José Ronaldo Vilela Rezende, Brazilian, married, accountant, bearer of Identity Card RG No. M-2.399.128 (SSP/MG), enrolled with the CPF under No. 501.889.846-15, resident and domiciled in the City of São Paulo, State of São Paulo, to take office as an effective member of the Fiscal Council of the Company;
(ii) by reelection, Elidie Palma Bifano, Brazilian, married, lawyer, bearer of Identity Card RG No. 3.076.167 (SSP/SP), enrolled with the CPF under No. 395.907.558-87, resident and domiciled in the City of São Paulo, State of São Paulo, to take office as an effective member of the Fiscal Council of the Company;
(iii) by reelection, Emanuel Sotelino Schifferle, Brazilian, married, engineer, bearer of Identity Card RG No. 01.433.665-5 (IFP/RJ), enrolled with the CPF under No. 009.251.367-00, resident and domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, to take office as an alternate member of the Fiscal Council of the Company; and
(iv) by reelection, Eduardo Rogatto Luque, Brazilian, married, accountant, bearer of Identity Card RG No. 17.841.962-X (SSP/SP), enrolled with the CPF under No. 142.773.658-84, resident and domiciled in the City of São Paulo, State of São Paulo, to take office as an alternate member of the Fiscal Council of the Company.
Additionally, the following candidates are nominated for the positions of members of the Fiscal Council, according to the proposal of a minority shareholder sent to the Company's Management, based on article 37, item I, of CVM Resolution 81/22
(i) by reelection, Fabio de Oliveira Moser, Brazilian, married, administrator, bearer of Identity Card RG No. 061.802.773 (IFP/RJ), enrolled with the CPF under No. 777.109.677-87, resident and domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, to take office as an effective member of the Fiscal Council of the Company; and
(ii) by election, Nilson Martiniano Moreira, Brazilian, divorced, economist, bearer of Identity Card RG No. 044.383.967-97 (Detran/DF), enrolled with the CPF under No. 583.491.386-53, resident and domiciled in the City of Brasilia, Federal District, to take office as an alternate member of the Fiscal Council of the Company.
We clarify that under the terms of article 11, item I, of CVM Resolution 81/22, the information referring to the candidates nominated as members of the Fiscal Council of the Company listed above are further detailed in Exhibit A.III of this Proposal.
**4.**Establishment of the global compensation of the managers for year 2025
Proposal – Fiscal Year 2025
We propose that the global compensation of the managers for the year 2025 (that is, between January 1, 2025 and December 31, 2025) be established in the global amount of up to R$ 249.548.559,00.
The abovementioned proposed amount refers to the amount to be recognized in the Company’s books results in the case of overall achievement of the individual and collective targets of the Company, not necessarily having a disbursement by the Company throughout the year.
The increase of the proposed amount for year 2025, in comparison to the amount proposed for year 2024, substantially results due to the following: (i) higher achievement of individual and collective targets of the Company in the years 2021 and following, compared to the prior periods, causing an increase of the expense for share-based compensation proposed for year 2025; (ii) adjustment for inflation; (iii) impact of foreign currency translation in relation to the plans already granted in recent years to the executives repatriated in 2025, which expenses shall be recognized in accounting terms by the Company under CPC 10; and (iv) adjustment according to the average compensation in similar markets.
The Company’s Management understand that the proposed compensation amount is consistent to the compensation of other publicly held companies, considering size, territorial reach and number of Management seats.
According to the CVM guidance (item 3.4.5 of Circular-Notice/Annual-2025-CVM/SEP - “Circular Notice”), the global amount of managers’ compensation to be approved in the Ordinary Shareholders’ Meeting according to article 152 of Law No. 6,404/76 must include, besides the fixed and short-term variable compensation of the managers, the expenses relating to the recognition of the fair value of the stock options and/or the shares that the Company intends to grant in the fiscal year.
In such context, we clarify that in the global amount of Management’ compensation are included, besides the impacts of foreign currency, the expenses associated with the recognition of the fair value of the share-based compensation the Company intends to enforce in this fiscal year based on the Share-Based Compensation Plan, dated as of April 29, 2016, as amended on April 24, 2020 (“Stock Plan”), with accounting and non-financial effects set forth in CPC 10.
Additionally, it should be noted that the global compensation proposed for 2025 considers the current structure of the Statutory Board of Executive Officers (“Board of Officers”), as approved by the Board of Directors at the meetings held on December 11, 2024 and December 17, 2024.
Compensation Model
The Company’s Management compensation is divided into fixed compensation and variable compensation, considering the sustainable growth of the Company and its businesses in the long term, with the purpose of encouraging and rewarding significant results through profit sharing.
The members of the Board of Directors and the Board of Officers are also entitled to receive direct and indirect benefits, pursuant to Exhibit A. IV to this Proposal and the Company’s Reference Form, available on the CVM website and on the Company’s Investor Relations page on the Internet (ri.ambev.com.br).
Annually, the People Committee evaluates the retention of the Company’s talents, which includes analyzing the need to adapt the compensation practices adopted by the Company. If such committee deems it necessary, adjustments to these practices are proposed to the Board of Directors.
The model adopted to determine the compensation of the members of the Company’s Board of Directors is aligned to the best market practices for companies with businesses, risks and complexity similar to those of the Company.
Regarding the compensation of the Board of Officers, it observes the following principles: (i) the compensation is an instrument for attracting and retaining talent; (ii) the compensation must be competitive in relation to companies that operate in similar market in which the Company operates; (iii) the compensation must be aligned with the Company’s performance culture, with greater emphasis on its variable component, based on results and exceptional performance; (iv) the compensation must provide long-term value construction; (v) the compensation must take into account organizational and individual development; (vi) the compensation must involve the cascading of goals, in order to create alignment across the organization; and (vii) the compensation must be linked to the Company’s success in the medium and long term.
Actual Compensation – Year 2024
We inform that the amount paid as global compensation attributed to the managers of the Company for the year 2024 was R$ 156.383.466,00. Such amount is inferior to the limit approved by the Ordinary Shareholders’ Meeting held on April 30, 2024, of R$ 183.982.172,00 for the managers.
The difference verified between the limits approved by the Ordinary Shareholders’ Meeting of the Company on April 30, 2024 and the amounts actually paid as per the global compensation attributed to the managers is justified, mainly, due the projection of the stock-based compensation, as well as due to the variable component of the compensation, which is linked to specific performance goals of the managers and of the Company. Pursuant to the CVM guidance in item 3.4.5 of Circular-Notice/Annual-2024-CVM/SEP, the proposal of compensation of the managers for the year 2024 was an estimate, and therefore calculated considering all calculation components for the maximum achievement of variable compensation, which was not actually materialized.
Finally, according to the understanding of the CVM Collegiate body in a meeting held on 12/08/2020 in Proceeding No. 19957.007457/2018-10, included in the Circular Notice, the overall compensation of the Management must be net of employer’s payroll charges, which are not covered by the definition of “benefit of any kind” set forth in article 152 of Law No. 6,404/76.
Please note that the information required for the necessary analysis of the proposal of compensation of the managers, as provided in article 13 of CVM Resolution 81/22, is set forth in Exhibit A.IV to this Proposal.
**5.**Establishment of the compensation of the Fiscal Council
We propose that the global compensation of the Fiscal Council for year 2025 (that is, between January 1, 2025 and December 31, 2025) be established in the global amount of up to R$ 2.455.546,00, with the compensation of the alternate members corresponding to half the amount received by the effective members, which complies with the provisions of article 152 of Law No. 6,404/76.
We inform that the amount paid to the global compensation account attributed to the members of the Company’s Fiscal Council, for year 2024, was R$ 2.210.859,00. Such amount is inferior to the limit approved by the Ordinary Shareholders’ Meeting held on April 30, 2024, of R$ 2.316.015,00 for the members of the Company’s Fiscal Council.
B. Extraordinary Shareholders’Meeting:
**6.**Amendments to the Company’s Bylaws
We propose that the Company’s Bylaws be amended, as detailed in Exhibit B.I to this Proposal, in order to:
*a.*amend the heading of article 5^th^ to reflect the capital increases approved by theCompany’s Board of Directors, within the authorized capital limit, until the date of call notice of the Shareholders’ Meeting.
If this proposal is approved, the language of the heading of article 5^th^ of the Company’s Bylaws will be that indicated in Exhibit B.I to this Proposal.
**7.**Consolidation of the Company’s Bylaws
To reflect the foregoing amendments, the Management proposes the restatement of the Company’s Bylaws, under the terms of the Exhibit B.I to this Proposal.
São Paulo, March 28, 2025.
The Management
Ambev S.A.
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 24, 2024
| AMBEV S.A. | |
|---|---|
| By: | /s/ Lucas Machado Lira |
| Lucas Machado Lira<br><br> <br>Chief Financial and Investor Relations Officer |
EXHIBIT A.I – COMMENTS FROM THE OFFICERS
(as Item 2 to Exhibit C to CVM Resolution 80/22)
2. Comments from the Officers
Introduction
The financial information included in this section, except if otherwise expressly set forth, refer to our consolidated accounting statements related to fiscal year that ended December 31, 2024 and December 31, 2023. Our consolidated audited accounting statements were prepared in accordance with the International Financial Reporting Standards (“IFRSs”), issued by the International Accounting Standards Board (“IASB”), and in accordance with the accounting practices adopted in Brazil, that comprehend the accounting practices set forth in Law No. 6404/76 and the pronouncements, guidance and interpretations issued by the Accounting Pronouncement Committee (Comitê de PronunciamentosContábeis – CPC) and approved by the Brazilian Securities Exchange Commission - CVM.
The terms “Vertical Analysis” and “Variation” in the columns of certain tables below mean, respectively, (i) the percentage or line item in relation to the net income for the periods applicable to the results of our operations, or in relation to the total assets on the dates applicable to the statement of our balance sheet, and (ii) the comparison of ratios or line items in our combined accounting statements over a period of time.
The information under this item 2 of the Exhibit A.I of the Management Proposal (“Exhibit”) must be read and analyzed together with our consolidated accounting statements, available at our website (ri.ambev.com.br) and at the CVM’s website (www.gov.br/cvm).
2.1 The Management should comment on:
(a) Generalequity and financial conditions
The Officers understand that the Company presents sufficient equity and financial conditions to implement its business plan and perform its obligations of short and medium term.
As of December 31, 2024, the Company had, in its current assets, a total of R$ 54.155,8 million compared to R$ 36.563,1 million as of December 31, 2023, representing an increase of R$ 17.592,7 million or 48,1%. This increase is mainly due to a higher position of cash and cash equivalents which showed an increase of 78,1% or R$ 12.536,7 million compared to December 2023. Of the total amount of R$ 54.155,8 million in its current assets, R$ 29.837,7 million were in cash, cash equivalents and financial investments of the Company.
The current liabilities, as of December 31, 2024, amounted to R$ 49.388,7 million compared to R$ 41.004,9 million as of December 31, 2023, representing an increase of R$ 8.383,8 million or 20,4%. This increase is mainly due to an increase in the dividends and interest on net equity payable account, which increased 456,1% or R$ 6.961,1 million compared to December 2023.
The current liquidity ratio, as of December 31, 2024, used to assess the Company’s capacity of payment of the short-term obligations, was 1.10x compared to 0.89x as of December 31, 2023. Its positions of cash, cash equivalents and current financial investments net of bank overdraft and cash, cash equivalents and current financial investments net of debt^1^, as of December 31, 2024, were R$ 29.837,7 million and R$ 26.384,9 million, respectively. The indebtedness indicator of net debt/EBITDA^2^, as of December 31, 2024, was -0.91 compared to -0.51 as of December 31, 2023. The Officers understand that the Company presents sufficient equity and financial conditions to implement its business plan and perform its obligations of short and medium term.
^1^ The cash net of bank overdrafts position is represented by the balances of cash, cash equivalents and current financial investments being deducted the balance of bank overdraft. The cash net of debt position is represented by the cash net of bank overdrafts position added by balances of current financial investments and being deducted the balances of loans and financings. Both the cash net of bank overdrafts position and the cash net of debt position are performance indicators used by the Company, and they are not measured according to the Accounting Practices Adopted in Brazil or according to IFRS.
| (in million of Reais) | As of December 31, | Variation | ||
|---|---|---|---|---|
| 2024 | 2023 | R$ | % | |
| Total Current Assets | 54.155,8 | 36.563,1 | 17.592,7 | 48,1% |
| Total Current Liabilities | 49.388,7 | 41.004,9 | 8.383,8 | 20,4% |
| Net Working Capital Ratio (CA-CL) | 4.767,1 | (4.441,8) | 9.208,9 | -207,3% |
| Net Cash of Bank Overdrafts | 29.837,7 | 16.336,2 | 13.501,5 | 82,6% |
| Cash Net of Debt | 26.384,9 | 12.835,1 | 13.549,8 | 105,6% |
| As of December 31, | ||||
| --- | --- | --- | ||
| 2024 | 2023 | |||
| Current Liquidity Ratio | 1,10 | 0,89 | ||
| Indebtedness Indicator (Net Debt / EBITDA) | (0,91) | (0,51) |
(b) Capital structure
Company’s Officers believe that its capital structure is adequate to meet the needs of its operations and to continue executing its growth plan.
| Capital Structure | 2024 | 2023 | Variation | |||
|---|---|---|---|---|---|---|
| R$ million | % | R$ million | % | R$ million | % | |
| Third-Party Financing^(1)^ | 62.927,4 | 39 | 52.500,3 | 40 | 10.427,10 | 20% |
| Equity^(2)^ | 99.580,5 | 61 | 80.143,8 | 60 | 19.436,70 | 24% |
^^
^(1)^ The Company’s third-party financing is represented by the totality of the current and non-current liabilities.
^(2)^ The Company’s equity is represented by the consolidated owner’s equity.
(c) Payment capacity in relation to financial commitmentsundertaken
| (in million of Reais) | As of December 31, | Variation | ||
|---|---|---|---|---|
| 2024 | 2023 | R$ | % | |
| Total debt | 3.452,7 | 3.501,1 | -48,40 | -1% |
| Short-term debt | 1.276,4 | 1.298,1 | -21,70 | -2% |
| Total current assets | 54.155,8 | 36.563,1 | 17.592,70 | 48% |
| Cash, cash equivalents and current financial investments | 29.837,7 | 16.336,2 | 13.501,50 | 83% |
| Current liquidity ratio | 1,10 | 0,89x | 0,21 | 24% |
| Cash net of debt | 26.384,9 | 12.835,1 | 13.549,80 | 106% |
^2^ The Company calculates the net debt as the balances of loans and financings being deducted the balances of current financial investments and cash net of bank overdrafts. The net debt/EBITDA is a performance indicator used by the Company, and it is not a measure according to the Accounting Practices Adopted in Brazil or according to IFRS.
Considering the Company’s debt profile, as described in 2.1(f) below, as of December 31, 2024, the Company had a total debt of R$ 3.452,7 million compared to R$ 3.501,1 million in December 31, 2023, a reduction of R$ 48,4 million or 1%, mainly due to a reduction of R$ 111,1 million in the local currency short-term debt, which was partially offset by an increase in the foreign currency debt. Of this total amount of indebtedness, R$ 1.276,4 million were related to the short-term debt.
Pursuant to the cash flow and the liquidity position of the Company, as of December 31, 2024, evidenced by total current assets (i.e., R$ 54.155,8 million), cash, cash equivalents and current financial investments (i.e., R$ 29.837,7 million), current liquidity ratio (i.e., 1.10x) and cash net of debt (i.e., R$ 26.384,9 million), as indicated in 2.1 (a) above, the Officers believe that the Company has sufficient liquidity and capital resources to cover the investments, costs, expenses, debts and other amounts payable over the next few years, although they cannot guarantee that this situation will remain unchanged.
(d) Sources of financing for working capital andinvestments in non-current assets used
The Company’s working capital cycle has substantially evolved every year . In the fiscal year ended December 31, 2024, in the opinion of the Company’s Officers, there was no need to raise new loans to finance working capital.
With regard to investments in non-current assets, the Company’s current cash position and the expected cash flow generation are sufficient to cover these investments. In any case, the Company’s Officers understand that it has wide access to funding sources should there be an occasional need for supplemental cash funding for such investments.
(e) Sources of financing for working capital andfor investments in non-current assets that it intends to use to cover liquidity shortfalls
The Company has access to credit facilities extended by leading Brazilian and foreign banks and has already raised funds in domestic and international capital markets. The Company’s current investment grade rating issued by key international rating agencies facilitates its access to additional financing arrangements that could be used to compensate any potential liquidity shortcomings. On December 31, 2024, the Company had a Baa2 risk credit by Moody`s and BBB+ by S&P, with no review as of the date of this Exhibit.
(f) Levels of indebtedness and characteristicsof debts, even describing:
(i) Relevant financing and loan agreements
Please, find below additional information related to fiscal year that ended December 31, 2024:
The Company's debt was structured in a manner to avoid significant concentration of maturities in each year and is tied to different interest rates. The most significant rates are: (i) Fixed Rate in Local Currency Leasing agreements in Brazil; (ii) Interbank Deposit Certificate (“CDI”) for loans in Brazil; (iii) Reference Interest Rate (“TR”) for the CRI 2030 operation; and (iv) fixed rate for international loans.
As of December 31, 2024 and December 31, 2023, the Company was in compliance with its contractual obligations for its loans and financings and with any applicable borrowing limits.
Debt Profile – December 31, 2024
| Debt Instruments<br><br> <br>(in million Reais) | 2025 | 2026 | 2027 | 2028 | 2029 | After | Total |
|---|---|---|---|---|---|---|---|
| International Debt | |||||||
| Other Latin-American currencies – fixed rate | 190,7 | 211,8 | 36,3 | 21,0 | 50,5 | - | 510,2 |
| Average Pay Rate | 12,9% | 12,9% | 12,9% | 12,9% | 12,9% | - | 12,9% |
| US dollar – fixed rate | 3,8 | - | - | - | - | - | 3,8 |
| Average Pay Rate | 8,0% | - | - | - | - | - | 8,0% |
| Canadian dollar – fixed rate | 149,6 | 128,4 | 77,4 | 62,4 | 21,5 | - | 439,4 |
| Average Pay Rate | 5,7% | 5,7% | 5,7% | 5,7% | 5,7% | - | 5,7% |
| Debt in Reais - ICMS fixed rate | |||||||
| Par Value | 107,2 | 87,5 | 23,9 | 0,9 | - | 10,2 | 229,6 |
| Average Pay Rate | 2,98% | 3,00% | 3,04% | 3,04% | - | 1,21% | 2,92% |
| Debt in Reais - ICMS floating rate | |||||||
| Par Value | 38,0 | 48,6 | 50,0 | 6,1 | - | - | 142,7 |
| Average Pay Rate | 5,18% | 6,51% | 6,78% | 6,78% | - | - | 6,36% |
| Debt in Reais - fixed rate | |||||||
| Par Value | 772,5 | 529,1 | 382,6 | 149,6 | 59,0 | 122,7 | 2,015,5 |
| Average Pay Rate | 11,1% | 11,1% | 11,1% | 11,1% | 11,1% | 11,1% | 11,1% |
| Debt in Reais - floating rate | |||||||
| Par Value | 14,7 | 16,1 | 17,6 | 19,2 | 21,0 | 23,0 | 111,6 |
| Average Pay Rate | 9,5% | 9,5% | 9,5% | 9,5% | 9,5% | 9,5% | 9,5% |
| Total indebtedness | 1.276,4 | 1.021,4 | 587,8 | 259,2 | 152,0 | 156,0 | 3.452,7 |
(ii) Other long-term relations with financialinstitutions
The Company has other long-term relations with financial institutions, such as payroll agreements, derivative operations, and guarantee agreements, which are not individually considered relevant.
(iii) Subordination degree among the debts
In years ended December 31, 2024 and December 31, 2023, the Company's loans had equal rights to payment without subordination clauses. Except for the credit lines due to FINAME contracted by the Company with BNDES, in which collateral is provided on assets acquired with the credit granted which serve as collateral; other loans and financing contracted by the Company provide only personal guarantees as collateral or did not have any guarantees.
(iv) Any restrictionsimposed to the issuer, especially concerning the limit of indebtedness, and contracting of new debts, the distribution of dividends, thesale of assets, the issue of new securities and the sale of the corporate control, as well as if those restrictions are being compliedwith by the issuer
Most of the loan contracts contain financial covenants including:
(i) financial covenants, including restrictions on new borrowing.
(ii) going-concern.
(iii) maintenance, in use or in good condition for the business, of the Company's assets.
(iv) restrictions on acquisitions, mergers, sale or disposal of its assets.
(v) prohibition related to new real guarantees for loans contracted, except if (a) expressly authorized under the agreement or (b) new loans contracted from financial institutions linked to the Brazilian government - including the BNDES or foreign governments, multilateral financial institutions (e.g., World Bank) or located in jurisdictions in which the Company operates.
The Company did not sign any relevant loan or financing agreement with cross default clause (cross-default or cross acceleration).
As of December 31, 2024 and December 31, 2023, the Company was in compliance with its material (financial or not) contractual obligations for its loans and financings.
(g) Borrowing limits contracted and percentagesutilized
As of December 31, 2024, the Company had loans with BNDES, FINEP, leasing agreements and loans with private banks in the amount of R$ 3.452,7 million compared to R$ 3.501,1 million in 2023. Of this total, 100% are being used.
(h) Significant changes to items of the incomeand cash flow statements
INCOME STATEMENT
Comparative analysis of Operational Results asof December 31, 2024 and December 31, 2023
The consolidated results of the Company are presented as follows:
Highlightsof Consolidated Financial Information
(in millionReais, except for amounts related to volume and percentages*)
| Fiscal Year ended December 31, 2024 | Vertical<br><br> <br>Analysis | Fiscal Year ended December 31, 2023 | Vertical<br><br> <br>Analysis | Horizontal Analysis (%) | |
|---|---|---|---|---|---|
| Net revenue | 89.452,7 | 100,0% | 79.736,9 | 100,0% | 12,2% |
| Cost of sales | (43.615,1) | -48,8% | (39.291,6) | -49,3% | 11,0% |
| Gross profit | 45.837,6 | 51,2% | 40.445,3 | 50,7% | 13,3% |
| Distribution expenses | (11.557,2) | -12,9% | (10.750,6) | -13,5% | 7,5% |
| Sales and Marketing expenses | (8.634,2) | -9,7% | (7.412,5) | -9,3% | 16,5% |
| Administrative expenses | (6.201,1) | -6,9% | (5.273,7) | -6,6% | 17,6% |
| Other operational income (expenses) | 2.457,3 | 2,7% | 2.028,9 | 2,5% | 21,1% |
| Restructuring | (99,3) | -0,1% | (109,4) | -0,1% | -9,3% |
| Effect of application of IAS 29 (hyperinflation) | (1,5) | 0,0% | (2,3) | 0,0% | -34,1% |
| Distribution agreement | - | 0,0% | (94,7) | -0,1% | -100,0% |
| Income from operations | 21.801,7 | 24,4% | 18.831,1 | 23,6% | 15,8% |
| Finance expenses | (4.510,8) | -5,0% | (5.126,0) | -6,4% | -12,0% |
| Finance income | 2.605,3 | 2,9% | 2.494,2 | 3,1% | 4,5% |
| Other net finance results | (412,8) | -0,5% | (977,9) | -1,2% | -57,8% |
| Net finance result | (2.318,2) | -2,6% | (3.609,8) | -4,5% | -35,8% |
| Share of result of joint ventures | 3,9 | 0,0% | (185,4) | -0,2% | -102,1% |
| Income before income tax<br><br> <br>**** | 19.487,3 | 21,8% | 15.035,9 | 18,9% | 29,6% |
| Income tax expense | (4.640,4) | -5,2% | (75,5) | -0,1% | 6046,2% |
| Net income | 14.847,0 | 16,6% | 14.960,5 | 18,8% | -0,8% |
| Attributed to: | |||||
| Controlling interests | 14.437,2 | 16,1% | 14.501,9 | 18,2% | -0,4% |
| Non-controlling interests | 409,7 | 0,5% | 458,5 | 0,6% | -10,6% |
* Any Discrepancies in the sums of the amounts aredue to rounding.
Highlights of the Financial Information per Business Segment
The table below contains some of the financial information per business segment regarding years ended December 31, 2024 and 2023:
| 2024 | 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Brazil | CAC^(1)^ | LAS^(2)^ | Canada | Total | Brazil | CAC^(1)^ | LAS^(2)^ | Canada | Total | |
| Net revenue | 48.605,3 | 11.023,7 | 19.829,7 | 9.993,9 | 89.452,7 | 46.361,7 | 10.044,8 | 13.797,2 | 9.533,2 | 79.736,9 |
| Cost of sales | (23.809,3) | (5.076,2) | (10.460,4) | (4.269,2) | (43.615,1) | (23.516,1) | (5.035,1) | (6.657,3) | (4.083,1) | (39.291,6) |
| Gross profits | 24.796,0 | 5.947,5 | 9.369,3 | 5.724,7 | 45.837,6 | 22.845,6 | 5.009,7 | 7.139,9 | 5.450,1 | 40.445,3 |
| Administrative, sales and marketing expenses | (15.160,4) | (2.209,9) | (5.416,0) | (3.606,2) | (26.392,4) | (14.468,8) | (1.931,2) | (3.463,8) | (3.573,0) | (23.436,8) |
| Other operational income (expenses) | 2.415,8 | (13,5) | 45,8 | 9,2 | 2.457,3 | 1.892,5 | 26,3 | 95,0 | 15,1 | 2.028,9 |
| Exceptional items | (16,2) | (9,8) | (51,6) | (23,2) | (100,8) | (137,8) | (17,9) | (47,6) | (3,1) | (206,4) |
| Profit from operations | 12.035,2 | 3.714,3 | 3.947,6 | 2.104,5 | 21.801,7 | 10.131,5 | 3.086,9 | 3.723,5 | 1.889,1 | 18.831,0 |
(1) It includes the Company’s direct operations in Central America and the Caribbean: Dominican Republic, Saint Vincent, Antigua, Dominica, Cuba, Guatemala, Barbados and Panama.
(2) It includes the Company’s operations in South Latin America: Argentina, Bolivia, Chile, Paraguay and Uruguay.
Net revenue
For more information about the sales net revenue, see section 2.2(b).
Cost of sales
The total cost of products sold increased 11,0% in year ended December 31, 2024, reaching R$ 43.615,1 million, compared to R$ 39.291,6 million in the same period in 2023. As a percentage of the Company’s net revenue, the total cost of products sold decreased to 48,8%, in 2024, in relation to 49,3%, in 2023.
Cost of products sold per hectoliter
| Year ended December 31 | |||
|---|---|---|---|
| 2024 | 2023 | % Variation | |
| Brazil | 185,5 | 186,0 | -0,2% |
| Brazil Beer^(1)^ | 205,9 | 208,1 | -1,0% |
| NAB^(2)^ | 130,5 | 124,2 | 5,1% |
| CAC | 409,1 | 413,6 | -1,1% |
| LAS | 322,4 | 184,7 | 74,5% |
| Canada | 488,2 | 452,4 | 7,9% |
| Company Consolidated | 239,7 | 213,9 | 12,1% |
(1) It includes beer and “beyond beer” operations of the Company in Brazil.
(2) It includes non-alcoholic beverages operations of the Company in Brazil.
Operations in Brazil
The total cost of products sold of the Company’s Brazilian operations increased 1,2% in year ended December 31, 2024, reaching R$ 23.809,3 million in relation to R$ 23.516,0 million in the same period in 2023. The cost of the products sold in the Company’s Brazilian operations, per hectoliter, decreased 0,3% in 2024, reaching R$ 185,5/hl in relation to R$ 186,0/hl in 2023.
Beer Operations in Brazil
The cost of products sold in the beer operations in Brazil decreased 0,5%, reaching R$ 19.282,3 million in year ended December 31, 2024. The cost of products sold, per hectoliter, decreased 1,0%, amounting to R$ 205,9/hl, mainly explained by favorable foreign exchange rate considering the hedges made during 2023 for the 2024 year with a lower average US$/R$ rate than the previous year and lower commodity prices (mainly barley and aluminum) as a result of our hedging strategy.
Non-Alcoholic Beverages Operations in Brazil (“NAB”)
The cost of products sold in the NAB operations in Brazil increased 9,4%, reaching R$ 4.526,9 million. The cost of products sold per hectoliter increased 5,0% in 2024, amounting to R$ 130,5/hl, mainly as a result of higher commodity prices with sugar price increase being partially offset by currency hedges.
Operation in Central America and the Caribbean(“CAC”)
The cost of products sold in CAC operations increased 0,8% in year ended December 31, 2024, reaching R$ 5.076,2 million in relation to R$ 5.035,1 million in the same period in 2023. The cost of products sold per hectoliter decreased 1,1% in 2024, reaching R$ 409,1/hl in relation to R$ 413,6/hl in 2023, mainly driven by lower aluminum prices and lower import costs.
Latin America South Operations (“LAS”)
The cost of products sold in LAS operations increased 57,1% in year ended December 31, 2024, to R$ 10.460,4 million in relation to R$ 6.657,3 million in the same period in 2023. The cost of products sold, per hectoliter, increased 74,5% in 2024, to R$ 322,4/hl in relation to R$ 184,7/hl in 2023. The primary reason for these increases was a highly inflationary environment in Argentina and accounting effects of hyperinflation.
Operations in Canada
The cost of products sold in our operations in Canada increased 4,6% in year ended December 31, 2024, to R$ 4.269,2 million in relation to R$ 4.083,1 million in the same period in 2023, while per hectoliter, the cost of products sold increased 7,9% in 2024, reaching R$ 488,2/hl in relation to R$ 452,4/hl in 2023. This increase in cost of sales per hectoliter primarily due to the depreciation of Brazilian real (R$) against the Canadian dollar (CAD), partially offset by lower commodity prices (mainly aluminum).
Gross Profit
The gross profit increased 13,3% in year ended December 31, 2024, reaching R$ 45.837,6 million compared to R$ 40.445,3 million in the same period in 2023. The table below shows the contribution of each business unit to the consolidated gross profit of the Company.
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Amount | % Contrib. | Margin | Amount | % Contrib. | Margin | |
| Brazil | 24.796,0 | 54,1% | 51,0% | 22.845,6 | 56,5% | 49,3% |
| Brazil Beer | 20.937,8 | 45,7% | 52,1% | 19.608,2 | 48,5% | 50,3% |
| NAB | 3.858,2 | 8,4% | 46,0% | 3.237,4 | 8,0% | 43,9% |
| CAC | 5.947,5 | 13,0% | 54,0% | 5.009,7 | 12,4% | 49,9% |
| LAS | 9.369,3 | 20,4% | 47,2% | 7.139,9 | 17,7% | 51,7% |
| Canada | 5.724,7 | 12,5% | 57,3% | 5.450,1 | 13,5% | 57,2% |
| Company Consolidated | 45.837,6 | 100,0% | 51,2% | 40.445,3 | 100,0% | 50,7% |
Sales and Marketing, Distribution and Administrative Expenses
The sales and marketing, distribution and administrative expenses of the Company amounted to R$ 26.392,4 million in year ended December 31, 2024, compared to R$ 23.436,7 million in the same period in 2023, representing an increase of 12,6% year on year. The analysis of the sales and marketing, distribution and administrative expenses for each of the business units is as follows.
Operations in Brazil
The sales and marketing, distribution and administrative expenses of the Company’s operations in Brazil amounted to R$ 15.160,4 million in year ended December 31, 2024, compared to R$ 14.468,8 million in the same period in 2023, representing an increase of 4,8% year on year.
Beer Operations in Brazil
The sales and marketing, distribution and administrative expenses of the beer operations in Brazil amounted to R$ 12.849,6 million in year ended December 31, 2024, compared to R$ 12.247,3 million in the same period in 2023, representing an increase of 4,9% year on year, primarily due to higher marketing and sales investments in our brands, which was partially offset by lower distribution expenses due to efficiencies resulting from a favorable channel mix (higher weight of third party distributors sales, thus lower distribution expenses for us given that the distribution expense is a responsibility of the distributors).
NAB Operations in Brazil
The sales and marketing, distribution and administrative expenses of the NAB operations in Brazil amounted to R$ 2.310,8 million in year ended December 31, 2024, compared to R$ 2.221,5 million in the same period in 2023, representing an increase of 4,0% year on year, primarily due to higher marketing and sales investments in our brands, which was partially offset by lower distribution expenses due to efficiencies resulting from a favorable channel mix (higher weight of third party distributors sales, thus lower distribution expenses for us given that the distribution expense is a responsibility of the distributors).
Operations in CAC
The sales and marketing, distribution and administrative expenses of the Company’s operations in CAC amounted to R$ 2.209,9 million in year ended December 31, 2024, compared to R$ 1.931,2 million in the same period in 2023, representing an increase of 14,4% year on year. This increase was mainly driven by higher investments in commercial and marketing expenses to strengthen our brands, as well as the increase in distribution expenses due to volume growth and inflation. However, distribution costs increased at a slower pace than net revenue, contributing to the expansion of the margins.
Operations in LAS
The sales and marketing, distribution and administrative expenses of the Company’s operations in LAS amounted to R$ 5.416,0 million in year ended December 31, 2024, compared to R$ 3.463,8 million in the same period in 2023, representing an increase of 56,4% year on year, mainly driven by inflation over distributions and administrative expenses and higher marketing and sales investments behind our brands.
Operations in Canada
The sales and marketing, distribution and administrative expenses of the Company’s operations in Canada amounted to R$ 3.606,2 million in year ended December 31, 2024, compared to R$ 3.573,0 million in the same period in 2023, representing an increase of 0,9% year on year, mainly driven by lower variable expenses due to the decline in volumes, inflation and depreciation of Brazilian real (R$) against the Canadian dollar (CAD).
Other Operational Income (Expenses)
Other operating income increased by 21,1% in year ended December 31, 2024, from R$ 2.028,9 million in the same period in 2023 to R$ 2.457,3 million. This result is mainly explained by higher VAT tax credits recorded in 2024 resulting from our footprint and production optimization.
Exceptional items
Recurring exceptional items expenses decreased by 51,2% in year ended December 31, 2024, from R$ 206,4 million in the same period in 2023 to R$ 100,8 million. The expenses recorded in 2024 were mainly due to restructuring expenses primarily linked to centralization and restructuring projects in Brazil, LAS, CAC and Canada.
Operating Income
The operating income increased by 15,8% in year ended December 31, 2024, amounting R$ 21.801,7 million in relation to R$ 18.831,1 million in the same period in 2023.
Net Financial Result
The net financial result of the Company decreased by 35,8% in year ended December 31, 2024, reaching R$ 2.318,2 million from R$ 3.609,8 million in the same period in 2023. This result is mainly explained by higher financial income, lower losses on derivatives mainly related to hedging regarding the foreign exchange exposure in Argentina and gains from exchange rate variation, being partially offset by higher expenses with bank guarantees and surety bonds, and higher losses related to the application of IAS 29/CPC 42 regarding hyperinflation in Argentina.
The total debt of the Company, including current (interest-bearing loans) and non-current debt, decreased to R$ 48,3 million in year ended December 31, 2024, while our amount of cash, cash equivalents and current financial investments, net of bank overdraft, increased to R$ 13.501,5 million in the period.
Income tax and social contribution
The consolidated income tax and social contribution expenses of the Company totaled R$ 4.640,4 million in year ended December 31, 2024, compared to R$ 75,5 million in 2023. The effective income tax and social contribution rate in 2024 was 23,8%, compared to an effective tax rate of 0,5% in 2023. Such increase in our effective tax rate in 2024 was primarily due to a lower income tax benefit related to government sales tax grants, and lower deductibility related to interest on net equity.
Net Profit
The net profit obtained by the Company in year ended December 31, 2024 was R$ 14.847,0 million, representing a decrease of 0,8%, if compared to R$ 14.960,5 million earned in the same period in 2023.
CASH FLOW
Cash Flow for Year Ended December 31, 2024 comparedwith Year Ended December 31, 2023
| 2024 | 2023 | Variation | |
|---|---|---|---|
| Cash flow | % | ||
| Cash flow from operating activities | 26.099,0 | 24.711,4 | 5,6% |
| Cash flow from investing activities | (5.463,5) | (5.766,0) | -5,2% |
| Cash flow from financing activities | (10.352,0) | (16.115,2) | -35,8% |
| Total | 10.283,6 | 2.830,2 | 263,4% |
Operating Activities
The cash flow from the Company’s operating activities increased by 5,6%, reaching R$ 26.099,0 million in year ended December 31, 2024, compared to R$ 24.711,4 million in the same period in 2023, mainly as a result of higher operational cashflow generation reflecting efficient net working capital management. Cash flow generated in our operating activities before changes in working capital and provisions increased by 11,2% in 2024 as compared to 2023, bringing additional R$ 2.928,2 million, and the more efficient net working capital management brought an additional R$ 131,3 million compared with last year, mostly driven by higher payables and lower receivables, despite higher inventories level.
Investing Activities
The cash flow from the Company’s investing activities decreased by 5,2%, reaching R$ 5.463,5 million in year ended December 31, 2024, compared to R$ 5.766,0 million in the same period in 2023, mainly explained by lower acquisition of property, plant, equipment and intangible assets (R$ 1.255,0 million) being partially offset by higher net acquisition of debt securities (more R$ 1.025,1 million when compared to 2024).
Financing Activities
The cash flow from the Company’s financing activities decreased by 35,8%, to R$ 10.352,0 million in year ended December 31, 2024, compared to R$ 16.115,2 million in the same period in 2023, mainly driven by lower capital distribution, partially offset by a higher purchase and sale of non-controlling interests.
| 2.2 | – The Management should comment on: |
|---|
(a) Resultsof the issuer’s operations, in particular:
(i) Description of any material income components
In fiscal year ended December 31, 2024, the revenues of the Company and its subsidiaries primarily consisted of the sale of beers, RTDs (ready-to-drink beverages) and non-alcoholic beverages through the operations described in Item 2.1 above. To a lesser extent, the Company also generates revenues from the sale of malt and by-products deriving from its operations, as well as the sale of non-Ambev products on the BEES Marketplace in some regions.
The demand for its products is primarily related to consumer disposable income, price and weather conditions in the countries where the Company and its subsidiaries operate.
(ii) Factors that materially affect operatingincome
Focused on improving the operational and financial performance of our business, we have evolved every year, delivering continuous and consistent improvements in our results through the execution of our strategy of (i) leading and expanding the category; (ii) digitalizing and monetizing our ecosystem; and (iii) optimizing our business.
The year 2024 illustrates this dynamic well: (i) the beer industry grew in Brazil (our largest market), reaching its highest historical level, and we continue to lead it through the development of our premium, core plus and core brands; (ii) our digital platforms continued to expand across our core business units; and, finally, (iii) our costs and expenses grew below inflation thanks to the execution of our foreign exchange and commodity hedging policy, as well as greater efficiency in relation to distribution and administrative expenses. As a result, we delivered an organic growth in consolidated adjusted EBITDA of 11,4%, with expansion of gross margins and adjusted EBITDA (+170bp and +200bp, respectively).
We sustained the change in sales volume high built in the last three years (with a decrease of 0,9% compared to 2023), maintained our commercial momentum in Brazil and recovered our performance in Central America and the Caribbean.
In Brazil, premium and super premium brands delivered a growth of approximately 13,6% for the year, led by Corona, Spaten and Original, with progress in brand health indicators and market share gains, according to our estimates. Our innovations in beyond beer and within a health and wellness trend, such as Corona Cero, also performed positively for the year.
We continued to expand the use of our B2B (Business-to-Business) platform, BEES, in our core operations and improve convenience for our consumers through Zé Delivery, our DTC (Direct to Consumer) platform in Brazil. By the end of 2024, BEES was active in eight of our top ten markets, with 1,3 million monthly active buyers and more than 88% of our gross revenue transacted through the platform.
Ahead of DTC, Zé Delivery reached 9 million buyers, which translated into more than 66 million orders (an increase of 10% compared to 2023), being present in 700 cities in all 27 Brazilian states and reaching almost 70% of the country's population.
Our digital initiatives have allowed us to deepen our understanding of the needs and preferences of our customers and consumers, generating insights to proactively meet their demands and translating into improvements in terms of service level (NPS). For example, in 2024 we conducted surveys with more than 500 thousand consumers through Zé Delivery, totaling about six million responses, with greater granularity and speed compared to other means of surveys.
In the non-alcoholic beverage business, our volume grew 4,1% for the year, highlighted by the performance of isotonic (Gatorade) and energy drinks, as well as our diet-light-zero brands – in particular, Pepsi Black, Guaraná Antarctica Zero and H2OH!.
In our international operations, we continue to face challenges, although we have improved, compared to 2023 results, in most of our business units. In Latin America South, volume decreased 10,0% mainly due to the impacts of high inflationary pressures on overall consumer demand in Argentina. Despite an unfavorable macro scenario, we maintained our beer market share stable in the country, according to our estimates. In addition, our strategy focused on generating cash flow in U.S. dollars, with the reduction of hedging levels and exposure to costs and expenses linked to the U.S. dollar, yielded positive results once again in 2024. In addition, our operations in Paraguay and Bolivia delivered positive volume performances for the year, led, in Paraguay, by a high-single-digit growth in the premium and core plus segments, and, in Bolivia, by the performance of the brand Paceña. In Chile, our premium and core plus brands gained weight in 2024, driven by Corona and Quilmes, respectively.
In Central America and the Caribbean, we delivered volume growth (1,9%) and adjusted EBITDA (16,5%) for the year (in organic terms), with expansion of gross margins and adjusted EBITDA (420bp and 340bp, respectively). The region’s performance was led by the Dominican Republic, where the improvement in the macroeconomic scenario, coupled with the consistent execution of our commercial plan, resulted in volume growth in the premium and core segments, mainly driven by Corona and the Presidente family brands, respectively.
Finally, in Canada, we delivered an organic growth in adjusted EBITDA of 4,4% despite a volume decrease of 3,1%, primarily due to the decline in the beer industry. On the commercial side, our premium and core plus brands grew a low-single-digit, led by Corona and the Michelob Ultra family, and the health of these brands also evolved year on year. In addition, our B2B platform has continued to expand in the country, and is now present in the provinces of Alberta, British Columbia, Newfoundland and Labrador, Quebec and Saskatchewan, bringing convenience to our customers and fostering the increase of our NPS in these regions.
(b) Relevant income variations ascribed to theintroduction of new products and services, and changes in volumes, prices, foreign exchange rates and inflation.
Net Revenue – Year ended December 31,2024 compared to 2023
Net revenue increased for year ended December 31, 2024, to R$ 89.452,7 million in relation to R$ 79.736,9 million in the same period in 2023, as a consequence of a decrease of 0,9% in sales volume, offset by an increase of 13,3% in net revenue per hectoliter, with increases in all our business units, according to the tables below.
| 2024 | 2023 | % Variation | ||||
|---|---|---|---|---|---|---|
| B****r azi l | 48.605,3 | 54,3% | 46.361,7 | 58,1% | 4,8% | |
| Beer Brazil | 40.220,2 | 45,0% | 38.985,9 | 48,9% | 3,2% | |
| NAB | 8.385,2 | 9,4% | 7.375,8 | 9,3% | 13,7% | |
| CAC | 11.023,7 | 12,3% | 10.044,8 | 12,6% | 9,7% | |
| LAS | 19.829,7 | 22,2% | 13.797,2 | 17,3% | 43,7% | |
| C****a n a d a | 9.993,9 | 11,2% | 9.533,2 | 12,0% | 4,8% | |
| Company Consolidated | 89.452,7 | 100,0% | 79.736,9 | 100,0% | 12,2% | |
| Sales Volume | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Year ended December 31 | ||||||
| 2024 | 2023 | % Variation | ||||
| In thousands of hectoliters, except for percentages | ||||||
| Brazil | 128.320,2 | 70,5% | 126.419,7 | 68,8% | 1,5% | |
| Beer Brazil | 93.634,6 | 51,5% | 93.111,6 | 50,7% | 0,6% | |
| NAB | 34.685,6 | 19,1% | 33.308,1 | 18,1% | 4,1% | |
| CAC | 12.408,6 | 6,8% | 12.174,6 | 6,6% | 1,9% | |
| LAS | 32.447,6 | 17,8% | 36.039,6 | 19,6% | -10,0% | |
| Canada | 8.744,1 | 4,8% | 9.025,2 | 4,9% | -3,1% | |
| Company Consolidated | 181.920,5 | 100,0% | 183.659,0 | 100,0% | -0,9% | |
| Net Revenue per Hectoliter | ||||||
| --- | --- | --- | --- | |||
| Year ended December 31 | ||||||
| 2024 | 2023 | Horizontal Analysis | ||||
| (in Reais, except for percentages) | ||||||
| Brazil | 378,8 | 366,7 | 3,3% | |||
| Beer Brazil | 429,5 | 418,7 | 2,6% | |||
| NAB | 241,7 | 221,4 | 9,2% | |||
| CAC | 888,4 | 825,1 | 7,7% | |||
| LAS | 611,1 | 382,8 | 59,6% | |||
| Canada | 1.142,9 | 1.056,3 | 8,2% | |||
| Company Consolidated | 491,7 | 434,2 | 13,3% |
Operations in Brazil
The total net revenue generated from the Company’s operations in Brazil increased 4,8% in year ended December 31, 2024, amounting R$ 48.605,3 million compared to R$ 46.361,8 million in the same period in 2023. This variation is mainly due to volume growth of 1,5% associated with an increase in net revenue per hectoliter of 3.3%.
Beer Operations in Brazil
The net revenue generated from the Company’s beer operations in Brazil increased 3,2% in year ended December 31, 2024, accumulating R$ 40.220,2 million compared to R$ 38.985,9 million in the same period in 2023. This variation is mainly due to a 2,6% increase in net revenue per hectoliter in 2024, reflecting the implementation of revenue management initiatives combined with improved brand mix, driven by an increase of 0,6% in sales volume. We continued to consistently execute our commercial strategy in 2024, which led to strong sales growth for our premium and super premium brands led by Corona, Spaten and Original.
NAB Operations in Brazil
The net revenue generated from the Company’s NAB operations in Brazil increased 13,7% in year ended December 31, 2024, reaching R$ 8.385,2 million compared to R$ 7.375,8 million in the same period in 2023. This variation is a consequence of a 4,1% increase in sales volume, coupled with a 9,2% increase in net revenue per hectoliter in 2024. The growth in sales volume was driven by effective commercial strategies and product innovation, particularly within energy drink and health & wellness brands, which significantly outperformed in volumes. Market trends towards healthier options led to strong performance in diet/light/zero portfolio, notably with brands like Fusion and Gatorade, and were key contributors to the volume increase.
Operations in CAC
The net revenue generated from the Company’s CAC operations increased 9,7% in year ended December 31, 2024, accumulating R$ 11.023,7 million compared to R$ 10.044,8 million in the same period in 2023. The increase in net revenue in our CAC operations in 2024 was driven by strategic revenue management, a favorable mix towards premium and single-serve products, and a strong performance in the Dominican Republic. Enhanced focus on the main family of brands in the Dominican Republic (Presidente) and in the premium segment, including Corona, contributed significantly to the rise in volume and net revenue per hectoliter, underpinning our net revenue increase in the region.
Operations in LAS
The net revenue generated from the Company’s LAS operations increased 43,7% in year ended December 31, 2024, amounting R$ 19.829,7 million compared to R$ 13.797,2 million in the same period in 2023. This variation is a consequence of a 10,0% decrease in sales volume, partially offset by an increase of 59,6% in net revenue per hectoliter in 2024 and mainly driven by strategic revenue management initiatives in response to a highly inflationary economy in Argentina and was partially offset by a 10,0% decline in volume sold primarily driven by industry contraction in Argentina deriving from a continuing highly inflationary environment that contributed to pressures on consumers disposable income.
Operations in Canada
The net revenue generated from the Company’s operations in Canada increased 4,8% in year ended December 31, 2024, reaching R$ 9.993,9 million compared to R$ 9.533,2 million in the same period in 2023. This variation is a consequence of an 8.2% increase in net revenue per hectoliter, supported by strategic revenue management initiatives and the depreciation of Brazilian real (BRL) against the Canadian dollar (CAD), partially offset by a 3.1% decline in volume sold driven by softer beer and beyond beer industries.
(c) Relevant impacts of inflation, price variationsof main inputs and products, foreign exchange and interest rates on the issuer’s operating and financial income.
In 2024, our cost of product sold was benefited by the prices of some commodities, mainly aluminum and barley that were hedged in US dollars at values lower than those of the previous year, impacting the cost of products sold of our operations both in the Brazil and abroad, and by favorable foreign exchange rate in Brazil considering the hedges made during 2023 for the 2024 year with a lower average US$/R$ rate than the previous year. In our international operations, in general, the cost conversion into Real has resulted in a negative impact, due to the depreciation of Real against the local currencies in each operation. In LAS, the inflationary pressures have reduced compared to the 2023 scenario.
2.3 – The Management should comment on:
(a) Changesin accounting practices that have resulted in significant effects on the information provided for in items 2.1 and 2.2
No changes in the Company’s accounting practices, which have resulted in significant effects on the information provided for in items 2.1 and 2.2 in the last fiscal year, were recorded.
(b) Modifiedopinions and emphases present in the auditor’s report
The independent auditors’ report on the Company’s financial statements for the last fiscal year was issued without modified opinions and emphases.
2.4 – The Management should comment on therelevant effects that the events below have caused or are expected to cause on the issuer’s financial statements and on its results:
(a) Introduction or divestment of operating segment
There was no introduction or divestment of any operating segment of the Company that is characterized as a divestment or introduction of a cash-generating unit in fiscal year ended December 31, 2024.
(b) Organization, acquisition or disposal of equity interest
There was no event of organization, acquisition or disposal of equity with a relevant effect on the individual and consolidated financial statements other than those described below in fiscal year ended December 31, 2024.
(c) Unusual events or transactions
Exercise of put option under the Tenedora’s Shareholders’Agreement (CND PUT Exercise)
The Company and E. León Jimenes, S.A. (“ELJ”), as shareholders of Tenedora CND, S.A. (“Tenedora”) - holding company with principal place of business in the Dominican Republic, owner of almost all of Cervecería Nacional Dominicana, S.A. - entered into, on July 2, 2020, the second amendment to Tenedora’s Shareholders’ Agreement (“Shareholders’ Agreement”) to extend their partnership in the country, postponing, therefore, the period for exercising the call and put options set forth in the aforementioned Shareholders’ Agreement. On December 2023, ELJ owned 15% of the shares of Tenedora and its put option was divided into two tranches: (i) Tranche A, corresponding to 12,11% of Tenedora’s shares, and (ii) Tranche B, corresponding to the remaining 2,89%.
On January 31, 2024, ELJ exercised the put option for all Tranche A to the Company, in accordance with the provisions of the Shareholders' Agreement. The exercise consummation of the Tranche A put option by ELJ took place by: (i) the Company's cash disbursement of approximately R$ 1.704.434; and (ii) the payment of the of ELJ's debt held by the Group in the amount of R$ 335.673. Upon completion of the transaction, the Group now holds an interest of approximately 97.11% in Tenedora, with the remaining approximately 2.89% being held by ELJ and subject to a put option of Tranche B shares by ELJ, exercisable as of 2026 (or before that date in the event of a change of control of Tenedora or sale of all or substantially all of its assets). The Company, in turn, has a call option relating to Tranche B shares, exercisable from 2029. The assumptions used to value these options are described in note 29 - Financial Instruments (item 29.3.1) of the individual and consolidated financial statements for the year ended December 31, 2024.
Share buyback programs
i) May 2024
The Board of Directors, in a meeting held on May 15 and 16, 2024, approved a share buyback program of shares issued by the Company itself up to the limit of 24.000.000 common shares, with the primary purpose of covering any share delivery requirements contemplated in the Company’s share-based compensation plans, or to be held in treasury, canceled and/or subsequently transferred. On the date of said approval, the Company had 4.410.858.485 outstanding shares. Between May 21 and May 24, 2024, the Company repurchased all the shares provided for in the program, which was scheduled to end by November 16, 2025. The acquisition occurred as per a deduction of the capital reserve account recorded in the balance sheet drawn up on March 31, 2024. The transaction was carried out through the broker UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A.
ii) October 2024
The Board of Directors, in a meeting held on October 30, 2024, approved a new share buyback program of shares issued by the Company itself up to the limit of 155.159.038 common shares, with the primary purpose of cancelling such shares, and any remaining shares may be held in treasury, sold and/or delivered under the Company's share-based compensation plans. The Program will end by April 30, 2026, as detailed in the Notice made to the market on that date.
At the beginning of this program, the Company held 4.388.851.573 outstanding shares. As of December 31, 2024, the Company had already acquired 8.240.400 common shares. The acquisition was debited from the capital reserves account recorded in the balance sheet as of September 30, 2024. The operation is underway through Santander Corretora de Câmbio e Valores Mobiliários S.A.
2.5 - If the issuer has disclosed, during the lastfiscal year, or wishes to disclose non-accounting measurements on this form, such as EBITDA (earnings before interest, taxes, depreciationand amortization) or EBIT (earnings before interest and income tax), the issuer must:
(a) Informthe value of non-accounting measurements
The Company uses performance indicators such as adjusted income of the consolidated operation before financial results and income taxes (adjusted Operating Income) and adjusted income of the consolidated operation before financial results, income taxes and depreciation and amortization expenses (Adjusted EBITDA).
| (in millions of reais) | 12/31/2024 |
|---|---|
| Operating Income | 21.801,7 |
| Adjusted Operating Income | 21.902,5 |
| Adjusted Operating Income Margin | 24,5% |
| EBITDA | 28.932,0 |
| Adjusted EBITDA | 29.028,9 |
| Adjusted EBITDA margin | 32,5% |
Operating Income, adjusted Operating Incomeand adjusted Operating Income Margin
Operating Income is calculated by excluding from the net income for the year the following effects: (i) non-controlling interest, (ii) income tax expenses, (iii) profit sharing of affiliates and subsidiaries, and (iv) net financial results.
The adjusted Operating Income is an accounting measurement that corresponds to Operating Income minus exceptional items and participation in joint ventures results. The exceptional items may be mainly composed of: (a) restructuring activities; (b) amnesties and similar tax transactions; (c) acquisition of subsidiaries; and (d) impairment and gains or losses on the disposal of assets and investments(“Exceptional Items”).
The adjusted Operating Income Margin, in turn, is calculated by dividing the adjusted Operating Income by the net revenue.
Operating Income and adjusted Operating Income are not measures of income in accordance with the accounting practices adopted in Brazil and do not represent cash flows for the periods presented, and, therefore, are not alternative measures to results or cash flows. Operating Income and adjusted Operating Income represent performance measures for management purposes and for comparison with similar companies and correspond to EBITDA and Adjusted EBITDA (see below), including depreciation, amortization and depletion. The Company cannot guarantee that other companies, including closely-held companies, will adopt the same meaning for such measurements.
EBITDA, adjusted EBITDA and adjusted EBITDAMargin
EBITDA is a non-accounting measurement calculated by excluding from the net income for the year the following effects: (i) non-controlling interest, (ii) income tax expenses, (iii) profit sharing of affiliates and subsidiaries, (iv) net financial results, and (v) depreciation and amortization expenses. That is, it is the Operating Income, excluding the effects of depreciation and amortization expenses.
Adjusted EBITDA, on the other hand, corresponds to EBITDA minus exceptional items and participation in the results of joint ventures.
Adjusted EBITDA Margin, in turn, is calculated by dividing the adjusted EBITDA by the net revenue.
EBITDA, adjusted EBITDA and adjusted EBITDA Margin are not measures of income in accordance with the accounting practices adopted in Brazil and do not represent cash flows for the periods presented, and, therefore, are not alternative measures to results or cash flows. The Company uses Adjusted EBITDA as a performance measure for management purposes and for comparison with similar companies.
Although EBITDA may have a standard meaning, according to article 3, item I, of CVM Resolution No. 156, of June 23, 2022, the Company cannot guarantee that other companies, including closely-held companies, will adopt this standard meaning and/or that they will adopt the Company’s standard. Accordingly, the Adjusted EBITDA disclosed by the Company may not be comparable to the EBITDA disclosed by other companies.
We classified EBITDA as adjusted, considering that accounting standards do not cover certain exclusions promoted by the Company, for a better understanding and reflection of the Company’s operating cash generation, considering its operation market. The Company understands that adjusted EBITDA offers a better perception of the operating results and a clearer view of the Company for investors and third parties.
(b) Makereconciliations between the amounts disclosed and the amounts in the audited financial statements
Reconciliation of Operating Income, adjusted OperatingIncome and adjusted Operating Income Margin
| (Description of the Account in millions of Reais) | Year ended |
|---|---|
| 12/31/2024 | |
| Net income – Ambev | 14.437,2 |
| Non-controlling interest | 409,7 |
| Income tax and social contribution expenses | 4.640,4 |
| Income before taxes | 19.487,3 |
| Profit sharing of joint ventures | (3,9) |
| Net financial results | 2.318,2 |
| Operating Income | 21.801,7 |
| Exceptional items | 100,8 |
| Adjusted Operating Income | 21.902,5 |
| Net revenue | 89.452,7 |
| Adjusted Operating Income Margin | 24,5% |
EBITDA Reconciliation, adjusted EBITDA and adjustedEBITDA Margin
| (Description of the Account in millions of Reais) | Year ended: |
|---|---|
| 12/31/2024 | |
| Net income – Ambev | 14.437,2 |
| Non-controlling interest | 409,7 |
| Income tax and social contribution expenses | 4.640,4 |
| Income before taxes | 19.487,3 |
| Participation in the results of joint ventures | (3,9) |
| Net financial results | 2.318,2 |
| Exceptional items | 100,8 |
| Depreciation, Amortization – total^(1)^ | 7.126,5 |
| Adjusted EBITDA | 29.028,9 |
| Exceptional items without investments write-off | (100,8) |
| Participation in the results of joint ventures | 3,9 |
| EBITDA | 28.932,0 |
| Net revenue | 89.452,7 |
| Adjusted EBITDA Margin | 32,5% |
^(1)^ considering investments write-off
| Exceptional items | Year ended: |
|---|---|
| Description of the Account (in millions of reais) | 12/31/2024 |
| Restructuring^(1)^ | (99,3) |
| Effect of applying IAS 29/CPC 42 (hyperinflation) | (1,5) |
| TOTAL | (100,8) |
(1) Restructuring expenses relate primarily to centralization and sizing projects in Brazil, Latin America - South, CAC and Canada.
(c) Explainthe reason why it is understood that such measurement is more appropriate for the correct understanding of the financial condition andresults of the Company’s operations
The Company’s Management uses performance indicators, such as adjusted income of the consolidated operation before financial results and income taxes (Operating Income) and adjusted income of the consolidated operation before financial results, income taxes and depreciation and amortization expenses (adjusted EBITDA), as segment performance metrics to make decisions about fund allocation and performance analysis of the consolidated operation.
Adjusted EBITDA and adjusted Operating Income are not measures in accordance with the Brazilian Accounting Principles, US GAAP or IFRS and do not represent cash flows for the periods presented, nor should they be considered as substitutes for loss or net income as an indicator of our operating performance or as a substitute for cash flow as an indicator of liquidity. Adjusted EBITDA and adjusted Operating Income have limitations that may impair their use as a measure of profitability, as they do not consider certain costs arising from our business that could significantly affect our profits, such as financial expenses, taxes, depreciation, capital expenditures and other related charges.
It should also be noted that adjusted EBITDA is used as a performance measure by the Management, which is why the Company understands that its inclusion in this Exhibit is important. The Company’s Management believes that adjusted EBITDA is a practical measure to assess its operating performance and allow comparison with other companies in the same segment, even though other companies may calculate it differently.
The Company understands that EBITDA is a supplementary indicator in the evaluation of its operating performance. In addition, the Company believes that EBITDA gives investors a better understanding of its ability to perform its obligations and its ability to obtain new financing for its investments and working capital.
Finally, it is emphasized that the adjusted measures are additional measures used by the Management and should not replace measures calculated in accordance with IFRS as an indicator of the Company’s performance.
2.6 - Identify and comment on any events subsequentto the last financial statements for the closing of the fiscal year that change them substantially
Disallowance of Tax Credits Paid Abroad
In January 2025, the Company received new tax assessments related to the 2019 calendar year, involving the disallowance of income tax credits paid abroad by its subsidiaries. As the Company considers such assessments to be unlawful, it has filed administrative defenses, which are pending judgment. This assessment is similar to the disallowances already contested by the Company, as disclosed in the audited individual and consolidated financial statements for the year 2024, in note 17.2.1 - Main proceedings with possible loss probability, "Disallowance of tax credits paid abroad", of the individual and consolidated financial statements for the year ended December 31, 2024.
The assessed amount, estimated by the Company and supported by the opinion of its internal and external legal counsel, with a possible loss probability, is approximately R$2 billion. Due to its classification as a possible loss, the Company will not recognize a provision for this matter. This uncertain tax treatment, according to ICPC 22/IFRIC 23, regarding income tax credits paid abroad, continued to be applied by the Company and impacted 2018, 2020 to 2024 calendar years. If new questions arise in the future, on the same basis and with the same grounds as the tax assessments mentioned, the Company estimates that the outcome of these potential new discussions would be consistent with the periods already assessed.
Dividend Distribution
The Board of Directors, in a meeting held on February 25, 2025, approved the distribution of dividends at the rate of R$ 0,1276 per share of the Company, based on the balances available in the special balance sheet drawn up on January 31, 2025, of which the amount corresponding to the profit calculated in the period from January 1 to January 31, 2025 will be allocated to the minimum mandatory dividends for the year 2025 and the remaining amount will be allocated to the investment reserve set up in previous years, without withholding income tax, in accordance with the legislation in force. Such payment will be made on April 4, 2025, based on the shareholding position of March 14, 2025 with respect to B3 S.A. - Brasil, Bolsa, Balcão ("B3") and of March 18, 2025 with respect to the New York Stock Exchange - NYSE, without incurring adjustment for inflation. The shares and ADRs will be traded ex-dividends as of March 17, 2025 (including).
2.7 – The Management should comment on theallocation of social results, indicating:
| 2024 | |
|---|---|
| (a**) Rules on retained earnings** | According to the Brazilian Corporations Law, any accrued losses and the provision for income tax will be deducted from the income for the year, before any participation. Thus, the Company’s Bylaws and its Profit Allocation Policy provide that from the ascertained balance will be successively calculated: (i) the statutory participation of the Company’s employees up to the maximum limit of 10%, to be distributed according to parameters to be established by the Board of Directors; and (ii) the statutory participation of managers, up to the maximum legal limit. Immediately thereafter, on this amount, a contribution may also be calculated, up to a limit of 10%, to meet the charges of the assistance foundation for employees and managers of the Company and its controlled companies, with due regard for the rules established by the Board of Directors in this regard. Five percent (5%) of net income for the year, obtained after the aforementioned deductions, will be allocated to establish a legal reserve, which may not exceed 20% of the paid-in share capital or the limit provided for in § 1 of art. 193 of Law No. 6,404/76. In addition, the Company’s Bylaws and its Profit Allocation Policy establish that an amount not exceeding 60% of the adjusted annual net income is allocated to the investment reserve, with the purpose of financing the expansion of the activities of the Company and controlled companies, including through the subscription of capital increases or the creation of new ventures, which may not exceed 80% of the paid-up share capital (once this limit is reached, the General Meeting will decide on the balance, proceeding with its distribution to the shareholders or an increase in share capital). |
| a.i. Amounts of Profit Retention ^(1)^ | R$ 10.447.180.198,66 |
| a.ii. Percentual with respect to all declared profits | 50% |
| (b) Rules regarding dividends distribution | The Company's Bylaws and its Profit Allocation Policy establish that at least 40% of the net profit adjusted in accordance with Article 202 of Law No. 6,404/76 must be distributed annually to shareholders as mandatory dividends. |
| (c) Frequency of the distributions of dividends | The Company distributes dividends quarterly or on other frequency, on dates and amounts to be approved by the Board of Directors. In addition, at any time, the Board of Directors may decide on the distribution of interim dividends and/or interest on net equity, to the account of retained earnings or existing earnings reserves in the last annual or biannual balance sheet. |
| (d) Possible restrictions on the distribution of dividends imposed by legislation or by special regulations applicable to the Company, by agreements, judicial, administrative or arbitration decisions | Except for the provisions of the Brazilian Corporations Law, there are no restrictions on the distribution of dividends by the Company. |
| --- | --- |
| (e) If the issuer has a formally approved profit allocation policy, informing the body responsible for approval, date of approval and, if the issuer discloses the policy, locations on the World Wide Web where the document can be accessed. | The Company has a Profit Allocation Policy that was approved by the Board of Directors on September 19, 2018, and can be found at the following electronic address: ri.ambev.com.br, in section “Corporate Governance”, “Policies, Codes and Regulations”, “Profit Allocation Policy”. |
^(1)^ Including values relating to (i) reversion of effects of the revaluation of fixed assets in the amount of R$ 11.823.167,53; and (ii) effect of application of IAS 29/CPC 42 (hyperinflation) in the amount of R$ 6.481.320.000,00, as detailed in Exhibit A.II to the Management Proposal.
2.8 – The Management should describe thematerial items not reflected in the issuer’s financial statements, indicating:
(a) The assets and liabilities directly or indirectlyheld by the issuer and not reflected in its balance sheet (off-balance sheet items), such as:
***(i)***Written-off receivables portfolios on which the entity has not substantiallyretained or transferred the risks and benefits of ownership of the transferred asset, indicating related liabilities
(ii) Agreementsfor future purchase and sale of products or services
(iii) Unfinishedconstruction agreements
(iv) Agreementsfor future financing receipts
Not applicable, since there is no material item not reflected in Company’s accounting statements for fiscal year ended December 31, 2024.
(b) Other items not reflected in the financialstatements
Not applicable, since there is no material item not reflected in Company’s accounting statements for fiscal year ended December 31, 2024.
2.9. In relation to each of the items not reflectedin the financial statements indicated in item 2.8, the management should comment on:
(a) How do those items change or may change therevenues, expenses, operating income, financial expenses and other items in the financial statements of the issuer
As mentioned in item 2.8 above, there are no items that were not reflected in the accounting statements for fiscal year ended December 31, 2024.
(b) Nature and purpose of the transaction
As mentioned in item 2.8 above, there are no items that have not been reflected in the accounting statements for fiscal year ended December 31, 2024.
(c) Nature and amount of the obligations assumedand rights generated to the benefit of the Company as a result of the transaction
As mentioned in item 2.8 above, there are no items that have not been reflected in the accounting statements for fiscal year ended December 31, 2024.
2.10 – The Management should indicate andcomment on the main elements of the issuer’s business plan, specifically exploring the following topics:
(a) Investments,including:
(i) quantitative and qualitative descriptionof existing and anticipated investments
In 2024, the investment in consolidated property, plant and equipment and intangible assets amounted to R$ 4.749 million, consisting in R$ 2.838 million for our business segment in Brazil, R$559 million for our business segment in CAC, R$ 983 million related to investments in our operations in LAS and R$ 369 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 2025, we plan to invest with the purpose of increasing value generation through greater return on our invested capital, keep focusing on supporting the operations for continuous improvement of our level of service.
(ii) sources of financing for investments
The Company has resources from its operating cash flow generation and credit facilities extended by financial institutions in Brazil and other countries as sources of financing for its investments.
(iii) relevant divestments in progress and anticipated
There are no significant divestments foreseen on the date of this Exhibit.
(b) Providedthat it has already been disclosed, indicate the acquisition of plants, equipment, patents and other assets that should significantlyaffect the production capacity of the issuer
There has been no disclosure of acquisition of plants, equipment, patents or other assets, other than those already described in item 2.10 (a) above that may significantly affect the production capacity of the Company.
(c) Newproducts and services, indicating:
(i) description of the research in progressalready disclosed,
(ii) total amounts spent by the issuer on researchfor the development of new products or services,
(iii) projects under development already disclosed,and
(iv) total amounts spent by the issuer on thedevelopment of new products or services.
Even though COVID-19 pandemic has created significant challenges for our business during the most acute stages of the pandemic, it has also accelerated consumer trends in which we have been investing, particularly reinforcing the need for an innovative and consumer centric mindset and promoting the transformation of our business through technology. Innovation became one of the main pillars of our business and of our commercial strategy frontline; despite of a detailed review of our discretionary expenses in order to assure our liquidity, research and development are and continue to be seen as fundamental to enable continuous innovation to our consumers.
We maintain an innovation, research, and development center, in the city of Rio de Janeiro, State of Rio de Janeiro*,* at Universidade Federal do Rio de Janeiro (UFRJ). This center (ZITEC – Centro de Tecnologia e Inovação) started its operations in the last months of 2017. One of the main characteristics of the development center is the prototypes lab, which enables the creation of complete prototypes, assisting in the creation process of new products. Another goal of the development center is to perform perception and behavioral consumer’s studies so to capture future trends. ZITEC enabled Ambev to reduce its innovation launch period from eight to four months.
In 2021, we continued to expand our diversity with the launch, in Brazil, of Michelob Ultra and Spaten, a pure malt beer, Munich Helles style. In 2022, one of our main innovations were Budweiser Zero, recognized as the best non-alcohol beer in the Brazilian market by O Estado de São Paulo newspaper, and Caipi Beats, new member of the Beats family, with a “caipirinha” flavor (a very popular Brazilian drink) made with cachaça. Regarding packaging innovation, we developed an exclusive technology named KEG 5L, which was awarded as “The Best Packaging Technology” in 2022 by ABRE (Brazilian Packaging Association), reinforcing our sustainability commitment.
In 2023, we launched a new version within our Beats line, the Beats Tropical, which has demonstrated strong results since its launch and continued as a popular choice during the 2024 Carnival holiday in Brazil. In the non-alcoholic category, we reformulated Guaraná Zero and launched the first non-alcoholic beer with added vitamin D in the world, Corona Sunbrew. We also introduced, in 2023, Stella Pure Gold, our low-calorie gluten-free beer, which performed strongly. Our investment in innovation, research and development contributed to our brands winning 140 medals in various beer competitions around the world, including gold medals for Brahma Duplo Malt at the World Beer Awards and Antarctica Original at the Brussels Beer Challenge competition.
The investment made in the development center in the last three years was of approximately R$ 124,2 million, including R$ 36,0 million in 2022, R$ 44,8 million in 2023 and R$ 43,4 million in 2024.
In 2024, in addition to new products and packaging, we continued to provide convenience and innovation to our clients and consumers through BEES, Zé Delivery and Ta Da, which are one of our main digital platforms. In Brazil, we continue to implement BEES and, currently, more than 93% of our active clients are purchasing through the platform. As part of our total digital strategy plan, almost 82% of our clients are currently purchasing exclusively through BEES. The platform helped us to achieve a historic record of clients, including more than 20 thousand new clients to our base in 2024. At BEES Marketplace we currently offer more than 550 Stock Keeping Units (“SKUs”) in different categories such as food products, nonalcoholic beverages and hard liquor. The number of clients purchasing in the marketplace was equal to almost 70% of BEES’ clients as of year ended December 31, 2024. In Brazil, our direct-to-consumer delivery platform, Zé Delivery, continued to grow in 2024, being present in over 700 cities and in all 27 Brazilian states, reaching almost 70% of the country’s total population. Zé Delivery delivered more than 66 million orders in 2024 and had more than 5 million monthly active users on December 31, 2024.
At LAS, our digital transformation journey is also evolving with the implementation of BEES. In Argentina, more than 75% of the B2B buyers are purchasing through BEES and more than 90% of the net revenue of the country comes from the platform. The number of clients purchasing in the marketplace corresponded to more than 55% of the BEES clients as of year ended December 31, 2024. In Paraguay, 86% of the direct and indirect B2B sales are made through BEES, with total digital buyers representing 74% of the total number of clients as of year ended December 31, 2024. In Bolivia, 74% of the direct and indirect B2B sales are made through BEES, with total digital buyers representing 95% of the total number of clients in year ended December 31, 2024. At LAS, TaDa in Argentina, result of the merger of App Bar with and into the Direct-to-Consumer platforms called Siempreen Casa and Craft Society, had a challenging 2024 due to the country's economic situation. The Platform is present in 49 cities, with over 550 thousand orders, with a decrease of 45% in 2024 compared to 2023 and monthly active users decreasing 25% in 2024 compared to 2023. In Paraguay, TaDa is present in 28 cities, covering almost 53% of the population, with the number of orders increasing 39% in 2024 compared to 2023 and monthly active users increasing 36% in 2024 compared to 2023.
At CAC, the Dominican Republic continues leading the BEES platform expansion, actively sharing know-how and best practices with other operations. The country reached a full digital operation status, with 90% of the B2B clients purchasing through the platform and more than 97% of the net revenue of the country coming from BEES in 2024. We are also exploring the BEES marketplace in the country, with 18 different categories available and more than 350 SKUs for our clients as of year ended December 31, 2024. In Panama, we also continue to implement BEES, with more than 100% of the country’s net revenue in 2024 deriving from the platform. At CAC, TaDa in Dominican Republic continued its expansion in 2024, with the number of orders increasing 35% in 2024 compared to 2023 and monthly active users increasing 27% in 2024 compared to 2023.
In Canada, BEES continues to evolve its scale and offerings. BEES is live in the Provinces of Alberta, British Columbia, Newfoundland and Labrador, Saskatchewan and Quebec. In 2024, orders through BEES accounted for approximately 20% of net revenue for the Canadian business, with Quebec accounting for the majority of orders placed using BEES. BEES was launched in Alberta, British Columbia and Saskatchewan in 2024, and approximately 500 customers purchased products through BEES in these provinces. In Newfoundland and Labrador, net revenue from BEES orders doubled in 2024, as compared to 2023. BEES marketplace also continued to evolve in Canada, offering products from nine third party partners in 2024.
(d) Opportunitiesincluded in the issuer’s business plan related to ESG issues
Since the creation of Ambev, sustainability has been part of our business strategy.
As business opportunities related to sustainability issues we have:
| o | investments in renewable energies as a way of mitigating<br>greenhouse gas emissions, while providing a more diversified portfolio of energy sources and greater guarantee of availability of supply<br>to meet the Company’s operations; |
|---|---|
| o | offer of renewable electricity to points of sale as<br>a way to offer means of mitigating CO2 emissions, while offering savings to owners of partner bars and restaurants through a partnership<br>with Lemon Energy and other companies; |
| --- | --- |
| o | commitments with partners in our supply chain, accelerating<br>their decarbonization (Eclipse), to reduce our Scope 3 emissions, sharing best practices, climate governance and data, training and advisory,<br>supporting the reduction of 21,3% of the intensity of out GEE emissions in Scopes 1, 2 and 3; |
| --- | --- |
| o | implementation of CCU (Carbon Capture and Utilization)<br>technologies, to capture CO2 from burning boilers in breweries, resulting in avoided acquisition of carbon dioxide, with consequent use<br>within the production itself for gasification of products and occasional external sale; |
| --- | --- |
| o | increased availability and encouragement of returnable<br>bottles in the portfolio, which have a lower carbon footprint due to greater packaging circularity, in addition to increasing customer<br>loyalty and reducing the amount spent on the product purchased. The solution is offered at several points of sale, as well as offered<br>by our sales platforms such as Zé Delivery, which also collect containers that will be reused in production; |
| --- | --- |
| o | support for the development and financial security<br>of our partners, strengthening the production chain and avoiding supply disruptions, delays or non-payment at points of sale, and expansion<br>of the supply and sales ecosystem through entrepreneurship platforms such as Bora; |
| --- | --- |
| o | improvement of the Company’s governance and transparency<br>system, compared to companies in the same industry; and |
| --- | --- |
| o | the creation of our BORA HUB, a productive inclusion<br>platform created in 2022 with the ambition of impacting more than 5 million people in 10 years. As a HUB we are composed of several Companies,<br>Social Organizations and Government Entities working together on more than 30 projects, acting in synergy to generate economic growth<br>for these people. |
| --- | --- |
2.11 – Comment on other factors that significantlyinfluenced operating performance and that have not been identified or commented on in the other items of this section
There are no other factors that significantly influenced operating performance and that have not been identified or commented on in the other items of this section.
***
EXHIBITA.II – ALLOCATION OF NET PROFIT
(as exhibit A to CVM Resolution 81/22)
| 1. Net profit for the year | ||||
|---|---|---|---|---|
| Net profit as per corporate law | R$ 14.437.237.749,00 | |||
| --- | --- | |||
| 2. Overall value and value per share of the dividends, including interim dividends and interest on own capital (IOC) already declared | ||||
| --- | ||||
| Overall value of dividends and IOC (gross) | R$ 10.505.388.233,75 | |||
| --- | --- | |||
| Overall value of dividends and IOC (net) | R$ 9.990.970.880, 24 | |||
| Overall value of dividends | R$ 6.653.202.734,02 | |||
| Overall value of IOC (gross) | R$ 3.852.185.499, 73 | |||
| Overall value of IOC (net) | R$ 3.337.768.146,2 2 | |||
| Total (dividends + IOC) | ||||
| Amount per share (net) | ||||
| Common | R$ 0,6309 | |||
| Amount per share (gross) | ||||
| Common | R$ 0,6676 | |||
| Dividends | ||||
| Amount per share | R$ 0,4228 | |||
| Common | ||||
| IOC | ||||
| Amount per share (gross) | ||||
| Common | R$ 0,2448 | |||
| Amount per share (net) | ||||
| Common | R$ 0,2081 | |||
| 3. Percentage of net profit distributed for the fiscal year | ||||
| --- | ||||
| Percentage of net profit distributed for the fiscal year | 72,77% | |||
| --- | --- | |||
| Net percentage of net profit distributed | 69,20% | |||
| 4. Overall value and value per share of dividends distributed based on profits from previous fiscal years | ||||
| --- | ||||
| In 2024, dividends based on the profit of previous years were not distributed (and will not be proposed for resolution at an annual general meeting). | ||||
| 5. State, having deducted the advance dividends and interest on own capital already declared | ||||
| --- | ||||
| a)****The gross value of the dividends and interest on own capital, declared separately, for shares of each type and class.<br><br> <br>Not applicable given that the meeting of shareholders<br> will merely ratify the amounts declared by the Board of Directors of the Company and advanced to the shareholders, as informed in item<br> 2 above. | ||||
| b)****The manner and period for the payment of dividends and interest on own capital.<br><br> <br>Not applicable given that the meeting of shareholders<br> will merely ratify the amounts declared by the Board of Directors of the Company and advanced to the shareholders, as informed in item<br> 2 above. | ||||
| c)****Possible restatement and interest falling due on dividends and interest on own capital.<br><br> <br>Not applicable given that the meeting of shareholders<br> will merely ratify the amounts declared by the Board of Directors of the Company and advanced to the shareholders, as informed in item<br> 2 above. | ||||
| d)****Date of declaration of the payment of dividends and interest on own capital taken into consideration for identifying shareholders with the right to receive these amounts.<br><br> <br>Not applicable given that the meeting of shareholders<br> will merely ratify the amounts declared by the Board of Directors of the Company and advanced to the shareholders, as informed in item<br> 2 above. | ||||
| 6. If dividends or interest on own capital have been declared based on profits assessed in balance sheets prepared every six months or in shorter periods:<br><br> <br>a) State the amount of the dividends and interest on own capital already declared<br><br> <br>b) State the date of the respective payments | ||||
| --- | ||||
| Total amount of interest on own capital and dividends already declared<br> related to the fiscal year ended on December 31, 2024, based on profits assessed in balance sheets prepared every six months or in shorter<br> periods:<br><br> <br><br><br> <br>Total Gross Amount: R$ 10.505.388.233,75<br><br> <br><br><br> <br>Total Net IRRF Amount: R$ 9.990.970.880,24 | ||||
| Resolution Date | Payment Date | Type of Event | Payment (R$ per share) | |
| --- | --- | --- | --- | --- |
| Nominal | Net | |||
| 12/11/24 | 12/30/24 | IOC | 0,2448 | 0,2081 |
| 12/11/24 | 01/07/25 | Dividends | 0,4228 | 0,4228 |
| 7. Comparative table presenting the following values per share of each type and class | ||||
| --- | ||||
| a) Net profit for the fiscal year and the previous three fiscal years. | ||||
| Profit per share: | Common (R$) | |||
| --- | --- | |||
| 2024 | 0,92 | |||
| 2023 | 0,92 | |||
| 2022 | 0,92 | |||
| 2021 | 0,81 | |||
| Profit per share (net of treasury shares) | ||||
| 2024 | 0,91 | |||
| 2023 | 0,92 | |||
| 2022 | 0,91 | |||
| 2021 | 0,80 |
b) Dividendsand interest on own capital distributed during the previous three fiscal years.
| Under the corporations laws (R$) | |
|---|---|
| 2023 | |
| Dividend per share: | Common |
| Dividends | 0,0000 |
| IOC (gross) | 0,7302 |
| IOC (net) | 0,6207 |
| 2022 | |
| Dividend per share: | Common |
| Dividends | 0,0000 |
| IOC (gross) | 0,7623 |
| IOC (net) | 0,6480 |
| 2021 | |
| Dividend per share: | Common |
| Dividends | 0,1334 |
| IOC (gross) | 0,4702 |
| IOC (net) | 0,3996 |
| 8. Allocation of profits to the Legal Reserve |
|---|
| The Company's Legal Reserve currently in the amount of R$ 4,456,000.00, plus the amount of capital reserves set forth in Paragraph 1 of article 193 of Law No. 6404/76, exceeded 30% of the capital stock, reason why there is no requirement to allocate any portion of the income for the fiscal year ended December 31, 2024 to its composition. |
| 9. Fixed or minimum dividends |
| --- |
| Not applicable. |
| 10. Mandatory dividend |
| --- |
| a) Describe the manner of calculation as provided on the bylaws<br><br> <br>Pursuant to §3 of article 41 of the Company’s<br> bylaws, 5% of the net profit for the year will be allocated to the legal reserve, which shall not exceed 20% of the capital stock. The<br> Company may refrain from constituting the legal reserve in a fiscal year when the balance of this reserve, plus the amount of capital<br> reserves, exceeds 30% of the capital stock.<br><br> <br>Following this allocation, and excluding the tax<br> incentive reserves, 40% of the net profit will be allocated to pay mandatory dividends to all company shareholders. |
| b) State whether this is being paid out in full. |
| The mandatory dividend was fully paid. |
| c) State any amount that may have been withheld. |
| Not applicable. |
| 11. Withholding of the mandatory dividend |
| --- |
| No mandatory dividends were withheld. |
| 12. Allocation of earnings to the contingencies reserve | |
|---|---|
| There were no allocations of earnings to the contingencies reserve. | |
| 13. Allocation of earnings to the reserve for future profits | |
| --- | |
| There were no allocations of earnings to the reserve for future profits. | |
| 14. Allocations of earnings to the statutory reserves | |
| --- | |
| <br><br> <br>a) Describe the statutory clauses establishing the reserve.<br><br> <br><br><br> <br>Article 42, §3, letter “c” of the Company’s<br> bylaws stipulate that no more than 60% of the adjusted net profit can be set aside for constituting the Reserve for Investment, whose<br> purpose is to finance the expansion of the Company’s activities and those of its subsidiary companies, including through capital<br> increases or setting up new enterprises. In accordance with §4 of article 42 of the Company’s bylaws, the amount allocated<br> to the statutory reserve may not exceed 80% of its capital stock. Once this limit is reached, the General Meeting of Shareholders must<br> resolve on the balance, either allocating it for distribution to the shareholders or to increase the Company’s capital stock.<br><br> <br><br><br> <br>b) Identify the amount intended for the reserve.<br><br> <br> | |
| RESERVE FOR INVESTMENT | |
| --- | --- |
| Proposed allocation | R$ 10.339. 054.767,31 |
c) Describe how the amount was calculated.
| CALCULATION OF THE RESERVE FOR INVESTMENT (R$) | |
|---|---|
| Net profit for the year | R$ 14.437.237.749,00 |
| Reversal of the effect of revaluing fixed assets using historic cost (1) | R$ 11.823.167,53 |
| Effect of the application of IAS 29/CPC 42 (hyperinflation) (2) | R$ 6.481.320.000,00 |
| Tax incentives reserve | R$ (108.125.431,35) |
| Adjusted net profit | R$ 20.822.255.485,18 |
| Dividends distributed | R$ (6.653.202.734,02) |
| Interest on own capital distributed | R$ (3.852.185.499,73) |
| Subtotal | R$ 10.316.867.251,43 |
| Expired dividends | R$ 22.187.515,88 |
| Subtotal | R$ 10.339.054.767,31 |
| Reserve for investments | R$ (10.339.054.767,31) |
| Outstanding balance to be distributed | - |
(1) Refers to the portion of earnings equivalent to the 61.88% equity interest in Companhia de Bebidas das Américas - Ambev originally owned by Anheuser-Busch InBev S.A./N.V., by means of Interbrew International B.V and of AmBrew S.A until the contribution of said equity to the capital of the Company, as disclosed in a relevant fact of the Companhia de Bebidas das Américas – Ambev published on May 10, 2013 and described under item 1.1 of the Company’s reference form (“Incorporation of Shares”). The Incorporation of Shares was recognized in the accounting statements for the purposes of disclosure, pursuant to the historic cost method described in section 2.7 of Exhibit A.I of this proposal, but this portion does not belong to the Company.
(2) According to described in Note 3.4 to the consolidated accounting statements of December 2024, on July 1st, 2018, considering that the accrued inflation in the previous three years in Argentina was over 100%, the application of accounting rule and disclosure in highly inflationary economy (IAS 29/CPC 42) is now required.
| 15. Retention of profits established in the budget |
|---|
| None. |
| 16. Allocation of earnings to the reserve for tax incentives:<br><br> <br>a) State the amount allocated to the reserve<br><br> <br>b) Explain the nature of the allocation |
|---|
| It is proposed allocating to the Reserve for Tax Incentives a total amount of R$ 108.125.431,35 of which (i) R$ 107.369.721,51 refer to state ICMS tax incentives received by several of the Company’s units; and (ii) R$ 755.709,84 refer to Federal Income Tax Reinvestment Incentives granted by SUDENE, pursuant to article 19 of Law No. 8167/91. |
* * *
Exhibit A.III – Information of the Candidates to the position of Member of the Company's Fiscal Council
(as items 7.3 to 7.6 of Exhibit C to CVM Resolution80/22)
7.3 - In relation to each of the members of the issuer’sfiscal council, indicate in the table below:
| Name | Date of Birth | Management body | Date elected | Term of office | Start date of the first term of office |
|---|---|---|---|---|---|
| Taxpayer No. (CPF) | Profession | Position held | Took office | Elected by controlling shareholder | |
| José Ronaldo Vilela Rezende | June 7, 1962 | Fiscal Council | 04/29/2025 | Until the 2026 AGM | 04/29/2016 |
| 501.889.846-15 | Accountant | Fiscal Council (effective member) / elected by the controlling shareholder | 05/07/2025 (estimate) | Yes | |
| Elidie Palma Bifano | May 16,1947 | Fiscal Council | 04/29/2025 | Until the 2026 AGM | 04/29/2019 |
| 395.907.558-87 | Lawyer | Fiscal Council (effective member) / elected by the controlling shareholder | 05/07/2025 (estimate) | Yes | |
| Emanuel Sotelino Schifferle | February 27, 1940 | Fiscal Council | 04/29/2025 | Until the 2026 AGM | 04/12/2005 |
| 009.251.367-00 | Engineer | Fiscal Council (alternate member) / elected by the controlling shareholder | 05/07/2025 (estimate) | Yes | |
| Eduardo Rogatto Luque | July 6, 1969 | Fiscal Council | 04/29/2025 | Until the 2026 AGM | 04/24/2020 |
| 142.773.658-84 | Accountant | Fiscal Council (alternate member) / elected by the controlling shareholder | 05/07/2025 (estimate) | Yes | |
| Fabio de Oliveira Moser | December 26, 1976 | Fiscal Council | 04/29/2025 | Until the 2026 AGM | 05/03/2023 |
| 777.109.677-87 | Administrator | Fiscal Council (effective member) / elected by the minority shareholders | 05/07/2025 (estimate) | No | |
| Nilson Martiniano Moreira | July 26, 1968 | Fiscal Council | 04/29/2025 | Until the 2065 AGM | 05/03/2023 |
| 583.491.386-53 | Administrator | Fiscal Council (alternate member) / elected by the minority shareholders | 05/07/2025 (estimate) | No | |
| Professional experience / Autonomy Criteria / Declaration of any convictions (type of conviction and description of the conviction) | |||||
| --- |
José Ronaldo Vilela Rezende –501.889.846-15
Mr. Rezende holds the position of effective member of the Company’s Fiscal Council and is the current President of the body. Over the past five years, he held the following positions during the indicated periods at the following companies/institutions: (i) member of the audit committee of Cerradinho Bioenergia S.A.; and (ii) member of the audit committee of Diagnósticos da America S.A. – DASA. In addition, he acted as risk management partner of the consulting practice at PricewaterhouseCoopers Brazil from 2005 to 2011, which main activities are auditing services; leader of the Agribusiness Industry at PricewaterhouseCoopers in Brazil (2006 to 2014) and in the Americas (2009 to 2014); and was the partner responsible at PricewaterhouseCoopers Brazil for delivering Risk Assurance Services (RAS) (relating to auditing processes and systems). Mr. Rezende is a certified fiscal council member by the Brazilian Institute of Governance (IBGC). 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, the Central Bank of Brazil, the Federal Insurance Commissioner and any final verdict in the judicial or administrative sphere, that led to suspension or disqualification from the practice of any professional or commercial activity. He is not a politically exposed person under the current legislation.
Elidie Palma Bifano - 395.907.558 - 87
Mrs. Bifano holds the position of effective member of the Company’s Fiscal Council. Over the past five years, she held the following positions with the following companies: (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; and (iii) Professor of the strictu sensupost-graduation courses of IBDT, IBET, CEU, COGEAE/ PUC. In addition, she was a member of Banco Santander (Brasil) S.A.’s Audit Committee from 2012 to 2018 and audit partner of the tax consultancy area at PricewaterhouseCoopers from 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, the Central Bank of Brazil, the Federal Insurance Commissioner and any final verdict in the judicial or administrative sphere that led to suspension or disqualification from the practice of any professional or commercial activity. She is not a politically exposed person under the current legislation.
Emanuel Sotelino Schifferle - 009.251.367-00
Mr. Schifferle holds the position of alternate member of the Company’s Fiscal Council. Over the past five years, he acted as 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. In addition, Mr. Schifferle acted as member of the Fiscal Council of América Latina Logística (ALL), between 2004 and 2009, a former listed company whose main activity was providing rail and road transportation services; alternate member, from 2005 to 2014, of the Fiscal Council of Companhia de Bebidas das Américas - Ambev, succeeded by the Company as of January 2, 2014; member of the Board of Directors, between 2007 and 2011, of São Carlos Empreendimentos e Participações S.A., a listed company whose main activity is managing property development projects for itself and third parties; member of the Fiscal Council of Estácio Participações S.A., a publicly held company whose main activities are the development and management of activity and institution in the education area; and member of the Fiscal Council, between 2011 and 2015, of Allis Participações S.A., a publicly listed company whose main business is providing marketing and sales services for various segments. 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, the Central Bank of Brazil, the Federal Insurance Commissioner and any final verdict in the judicial or administrative sphere that led to suspension or disqualification from the practice of any professional or commercial activity. He is not a politically exposed person under the current legislation.
Eduardo Rogatto Luque - 142.773.658-84
Mr. Luque holds the position of alternate member of the Company’s Fiscal Council. Over the past five years, he has held the following positions in the following companies/institutions: (i) managing partner and member of the Executive Committee of the Irko Group since 2017; (ii) member of the Audit Committee of Focus Energia S.A.; (iii) president of the Fiscal Council of Qualicorp S.A., Natura&Co and Fundação Antonio e Helena Zerrenner (FAHZ); (iv) member of the Fiscal Council of Itaúsa S.A.; (v) member of the Board of Directors and president of the Audit Committee of Cantu Store S.A.; (vi) member of the Audit Committee of Porto Seguro S.A.; (vii) Vice-President of ABRAPSA - Brazilian Association of Administrative Service Providers; (viii) member of the Institute of Independent Auditors of Brazil (IBRACON), American Institute of Certified Public Accountants (AICPA), Brazilian Institute of Governance (IBGC) and the Brazilian Accounting Institutes (CRC and CFC); (ix) partner at PricewaterhouseCoopers from 2004 to 2016, a company he worked for 27 years, with a 3 year exchange program in the US), with major experience serving important companies including in processes of Initial Public Offerings (IPO) at CVM and SEC. 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, the Central Bank of Brazil, the Federal Insurance Commissioner and any final verdict in the judicial or administrative sphere that led to suspension or disqualification from the practice of any professional or commercial activity. He is not a politically exposed person under the current legislation.
Fabio de Oliveira Moser - 777.109.677-87
Mr. Moser holds the position of effective member of the Company’s Fiscal Council. In the past five years, he has been a partner at Moser Consultoria. Over the years, he has also held positions as (i) director and senior adviser at RK Partners (2015 and 2018); (ii) CEO of Fator Administração de Recurso (FAR) from 2013 to 2015; (iii) head of investment banking at Banco Fator from 2011 to 2013; (iv) member of the Board of Directors of Oi S.A., Telemar Participações, Centrais Elétricas de Santa Catarina (CELESC), iG – Internet Group and Brasil Telecom Participações; (v) coordinator of (a) the Institutional Investors Commission (IBGC) from 2010 to 2012, and (b) the Technical Commission of Investments of ABRAPP from 2008 to 2010; and (vi) Chief Investment Officer of Banco do Brasil’s Employees’ Pension Fund - Previ between 2008 and 2010. Mr. Moser was elected by the minority shareholders. Mr. Fabio de Oliveira Moser 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 Central Bank of Brazil, the Federal Insurance Commissioner and any final verdict in the judicial or administrative sphere that led to suspension or disqualification from the practice of any professional or commercial activity. In 2020, CVM applied to Mr. Moser – as member of Inncorp S.A. Board of Directors – a pecuniary fine for non-compliance with article 142, IV and article 132 of Law No. 6,404/76. He is not a politically exposed person under the current legislation.
Nilson Martiniano Moreira - 583.491.386-53
Mr. Moreira holds the position of member of Ultrapar Fiscal Council. In the past 5 years, he has held the following positions in the following companies/institutions: (i) risks, compliance and legal director at Caetano Gestão de Contas e Pagamentos in 2021; (ii) many different officers at Banco do Brasil from 2006 and 2018, the last one being supply, infrastructure and assets director; (iii) member of the Audit Committee of Banco Votorantim from 2020 to 2021; (iv) member of the Audit Committee of BrasilSeg from 2019 and 2020; (v) member of the Audit Committee of BrsilCap from 2018 and 2020; and (vi) member of the Fiscal Council of Elopar from 2018 and 2019. Mr. Moreira was elected by the minority shareholders. Mr. Moreira 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, the Central Bank of Brazil, the Federal Insurance Commissioner and any final verdict in the judicial or administrative sphere that led to suspension or disqualification from the practice of any professional or commercial activity. He is not a politically exposed person under the current legislation.
7.4 - Provide information mentioned in item7.3 in relation to members of the statutory committees and of the audit, risk, financial and compensation committees, even if such committeesor structures are not statutory.
Not applicable. None of the members designated for the Fiscal Council are part of any of the Company's committees.
7.5 - Inform the existence of any marital, 'stable union'or kinship relationship up to the 2nd degree between: a. members of issuer’s management; b. (i) members of issuer’s managementand (ii) issuer’s members of direct or indirect subsidiaries’ management; c. (i) members of issuer’s management or itsdirectly or indirectly held subsidiaries and (ii) issuer’s direct or indirect controlling shareholders; d. (i) members of issuer’smanagement and (ii) issuer’s members of direct and indirect parent companies’ management
**a)**members of 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 Company’s Fiscal Council and Company’s management.
b) members ofCompany's management and of 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 managers of the Company's directly or indirectly held subsidiaries.
**c)**members of Company's management or of its directly or indirectly held subsidiariesand its direct or indirect controlling shareholders:
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 direct or indirect controlling shareholders.
**d)**members of Company's management and of its direct and indirect parent companies:
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 direct and indirect parent companies.
7.6 - Inform about relationships of subordination, renderingof services or control maintained, in the last 3 fiscal years, between the issuer’s management and a. company directly or indirectlycontrolled by the issuer, except those in which the issuer directly or indirectly holds an interest equal to or greater than ninety-ninepercent (99%) of the share capital; b. issuer’s direct or indirect controlling shareholder; and c. if relevant, supplier, client,debtor or creditor of the issuer, its subsidiaries or parent companies, or subsidiaries of any of these persons
**a)**company directly or indirectly controlled by the Company, except those in whichthe Company directly or indirectly holds an interest equal to or greater than ninety-nine percent (99%) of the share capital:
Not applicable, since there are no relations of subordination, rendering of services or control maintained between those nominated for the positions as member of the Fiscal Council and those of any company directly or indirectly controlled by the Company, except those in which the Company directly or indirectly holds an interest equal to or greater than ninety-nine percent (99%) of the share capital, in the last three fiscal years.
**b)**Company’s direct or indirect controlling shareholder:
Not applicable, since there are no relations of subordination between the Company’s direct or indirect controlling shareholder and those nominated for the positions as member of the Company’s Fiscal Council, company directly or indirectly controlled by the Company, in the last three fiscal years.
**c)**if material, supplier, client, debtor or creditor of the Company, its subsidiariesor parent companies, or subsidiaries of any of these persons:
Not applicable, since there are no relevant relationships between any supplier, client, debtor or creditor with the Company, its subsidiaries or parent companies, or subsidiaries of any of these persons, in the last three fiscal years.
***
EXHIBIT A.IV – COMPENSATION OF THE MANAGERS
(as Item 8 to Exhibit C to CVM Resolution 80/22)
8. Compensationof the managers
8.1 – Describe the compensation policy orpractice for the board of directors, board of officers, fiscal council, statutory committees and audit, risk, financial and compensationcommittees, addressing the following aspects
(a) Purposes of the compensation policy or practice, informingif the compensation practice was formally approved, the body responsible for its approval, approval date and, if the issuer disclosesthe policy, websites in which the document may be found
The compensation practice for the members of the Board of Directors, the statutory and non-statutory board of officers and the Fiscal Council is aimed at aligning Company’s purposes, shareholders’ interests, management’s productivity and efficiency, as well as maintaining the competitiveness of Company’s compensation package before the market, seeking to attract and retain the right people necessary to conduct the business. In this sense, the Company adopts 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 for the management of the Company, and the interests of the management are aligned with those of shareholders.
The Company has a "Compensation 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. Such policy establishes guidelines for determining compensation only for members of the Company’s statutory board of officers (“Board of Officers”) and may be found on the CVM website and at the following electronic address: https://ri.ambev.com.br, by clicking initially on the section “Corporate Governance”, then in “Policies, and Codes and Regulations”, select “Compensation Policy for the Board of Officers” and, finally, click on the link to access the document.
There is no policy formally approved for the compensation of the non-statutory board of officers, the Board of Directors and its advisory committees, nor the Fiscal Council.
(b) Practicesand procedures adopted by the Board of Directors to define the individual compensation of the Board of Directors and Board of Officers,appointing:
(i) The bodiesand committees of the issuer that participate in the decision-making process, identifying the form in which they participate
In addition to the CEO and the People and Management area of the Company, as described in subitem (ii) below, generally the People Committee and the Board of Directors 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 People Committee is composed of at least three (3) and at most six (6) members, the majority of whom must be members of the Board of Directors, and 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. In addition, the People Committee is responsible for decisions regarding the management of the Stock Option Plan (“Option Plan”) and the Share-Based Compensation Plan (“Stock Plan” and, together with the Option Plan, the “Plans”) to the extent that they apply to employees in general, including the approval of grants and concessions directed to employees.
On the other hand, the Board of Directors is responsible for deciding on the recommendations of the People Committee and determining the individual compensation of the members of the Management of the Company, subject to the annual global limit set by the Shareholders’ General Meeting, as well as determining the general criteria for compensation, granting options / granting shares within the scope of the Plans, and benefits (indirect benefits, profit sharing, among others) of the managers and presidents of the Company’s business units, besides discussing and approving annual goals of such executives, as well as validating them at the end of each fiscal year. For more information about the Plans, please refer to item 8.4 of the Reference Form.
It should be noted that the members of the Board of Directors and of the People Committee abstain from voting on the definition of their individual compensation, in order to not participate in the decision-making process, avoiding any possible conflict of interests. Similarly, no Officer participates in the decision-making process or resolves their own compensations.
(ii) Criteriaand methodology used to establish the individual compensation, appointing if studies were used to verify the market practices and, ifyes, the comparison criteria and scope of said studies
The fixed and variable individual compensation of the members of the Board of Directors and the members of advisory committees of the Board of Directors who receive compensation, under the terms of this item 8, is defined based on market studies intended to guarantee the alignment of Company’s practices with the best available references and maintain the competitiveness of its compensation strategy. Said studies rely on a sample composed by large publicly held companies (i.e., companies that have net revenue exceeding R$10 billion reais per year) aiming to identify the practice of such companies in all different compensation components, considering the business model, risks and complexity of activities to be performed by the managers.
Additionally, the individual compensation of the members of the Board of Directors is updated annually based on the IPCA variation. All directors receive the same compensation, except that (i) the directors who are directly compensated by Anheuser-Busch InBev S.A./N.V. – ABI (“Controlling Shareholder” or “ABI”), including the alternate members, do not receive any additional fees from the Company; and (ii) a director compensated by the Company has different compensation due to his unique experience in the sector in which the Company operates, his greatest attributions and longer time of dedication.
The fixed and variable individual compensation of the members of the Board of Officers is also defined based on market studies, using as reference the average of the group of companies classified as “first-moving consumer goods” (i.e., regardless of the size of revenue and if publicly held companies). In addition, the Company relies on the Hay evaluation methodology to define the positions and salary range of Officers.
Without prejudice to the evaluation by the People Committee and by the Board of Directors, as indicated in item (i) above, the fees of the Board of Officers are also 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 before being presented for evaluation by the People Committee to subsequently be submitted for consideration by the Board of Directors.
(iii) Howoften and how does the Board of Directors assesses the adequacy of the compensation policy of the issuer
Annually, the People Committee evaluates the attraction and retention practice of the Company’s talents, including analyzing if there is a need to adapt the compensation practices adopted. By reporting the results of such evaluation to the Board of Directors, if deems it necessary, the People Committee may propose adjustments to these practices. The Board of Directors annually analyzes the results of the evaluation made by the People Committee to decide on possible adjustments to adapt the compensation practice adopted by the Company.
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, or stock to be granted to such executive, are reviewed and validated by the Board of Directors annually.
(c) Structureof the compensation, appointing:
(i) descriptionof the compensation elements, including, in relation to each one of them: their purposes and alignment with the issuer’s short,medium and long-term interests; its proportion in the total compensation in the last three fiscal years; its methodology for calculationand restatement; and main performance indicators taken into account therein, including, where applicable, indicators linked to ESG issues.
Pursuant to art. 152, of Law No. 6,404/1976, and article 15, §1, of Company’s Bylaws, the global amount of the Company’s managers’ compensation is fixed annually by the Shareholders’ General Meeting, the compensation being distributed among the bodies by the Board of Directors, as advised by the People Committee, in line with what is described in subitem (b) above.
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 a fixed compensation, in the form of compensation for management services rendered, which is in line with market average, as described in subitem (b)(ii) above; and includes direct and indirect benefits, such as medical and dental care, granted through Zerrenner Foundation (i.e., they do not consist in Company’s expenses and are not considered for the purposes of direct and indirect benefits of the latter). In the fiscal years ended December 31, 2022 and December 31, 2023, one member of the Board of Directors was also entitled to a variable compensation, as described below, considering the sustainable growth of the Company and its long-term businesses, designed to stimulate and reward significant accomplishments.
The members of the Board of Directors are not entitled to compensation for participation in committees.
Additionally, certain members of the Board of Directors participate in a private pension fund offered by the Company, to which the Company also makes partial contributions, as described in item 8.14 of the Reference Form. The members of the Board of Directors are not entitled to post-employment benefits.
b) Board of Officers
The Board of Officers have their compensation divided into fixed and variable components, i.e.: (i) the base salary (the fixed component) in line with market average, as described in subitem 8.1(b)(ii) above, plus the benefits indicated below, (ii) the variable compensation paid in the form of profit sharing / bonus, as described below, and Share Value Rights (in the case of executives identified as having high potential for the long term), and (iii) the long-term incentives consisting of share-based compensation.
The members of the Board of Officers are not entitled to compensation for participation in committees.
Within the context of the share-based compensation, the members of the Board of Officers are offered options and/or shares granted within the scope of the Plans. The goal of this portion of the compensation, together with the variable compensation, is to stimulate the alignment of interests for generating long-term value for the Company.
The officers are also entitled to the benefits equivalent to those provided for in the benefits policy of the Company, pursuant to item 10.3(b) 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, afforded by the Zerrenner Foundation, as well as representation funds, which consist of cost allowance paid by the Company to employees, due to transfers between companies and cities, as well as education allowance.
Additionally, certain members of the Board of Officers participate in a private pension fund offered by the Company, to which the Company also makes partial contributions, as described in item 8.14 of the Reference Form. The members of the Board of Officers are not entitled to other post-employment benefits.
c) Fiscal Council
The members of the Fiscal Council receive a fixed compensation that corresponds, at least, to the legal minimum resolved by the Annual Shareholders’ Meetings. The compensation paid to each member should not be lower than 10% of the compensation assigned to an Officer, considering the average amount received by the 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 duties. The members of the Fiscal Council are not entitled to receive direct or indirect benefits, post-employment benefits or benefits motivated by the termination of office, compensation for participation in committees or variable compensation. The fixed compensation attributed to Fiscal Council members is annually updated based on IPCA variation.
d) Committees
All members of the Governance Committee, the People Committee and Operations and Finance 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, exclusively receive annual fixed fees aligned with the market average, and annually updated based on the IPCA variation, and are not entitled to receive any benefits (direct or indirect benefits, post-employment benefits or benefits motivated by the termination of office), variable compensation or share-based compensation. Additionally, all members of the Committees shall be mandatorily reimbursed for transportation and lodging expenses, which may be necessary to perform their duties.
Purposes and alignment with short, medium and long-terminterests
The compensation form for the Company’s Management bodies described above seeks to encourage the Company’s managers to pursue the best profitability of the projects developed by it, in order to align the interests of the managers with those of the Company.
For the short term, the fixed compensation of the Company’s management is a compensation based on market research, as described in subitems (b)(ii) and (c)(i) above, 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, considering the medium and long term, is verified by means of granting a substantial portion of compensation related to those periods, i.e., of the variable compensation and the share-based compensation.
The medium-term income is aligned with the compensation practice of the Company as to the payment of bonus/profit sharing, which compose the compensation of the Company’s Board of Officers and Board of Directors. In this case, the income of the Company and of its management during the year will affect the amount to be assigned as variable pay.
Additionally, the Plans require a commitment of funds over the long-term, by virtue of the connection between options’ vesting periods and/or the restriction on the sale of corresponding shares, conditioning the exercise and acquisition to the continued employment with the Company.
The Stock Plan reinforces the need for a long-term commitment, once, strictly speaking, the delivery of the Company’s shares is contingent upon the executive tenure with the Company during a vesting period of no less than three years, subject to the exceptions provided for in item 8.4 below.
Share Value Rights (as defined in item 8.4 below), granted to certain 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 price of the shares issued by the Company, to encourage the retaining of talent as well as the creation of value for the Company and the shareholders by encouraging appreciation of the shares in the long term.
As such, it is understood that the compensation practice of the Company is totally aligned with the monitoring of its performance, which, therefore, reaffirms the sharing of the risk and the potential profits between the management and the Company.
Proportion in total compensation for the past threefiscal years
The table below shows the expected proportion of each element in the total compensation structure for the past three fiscal years:
| 2024 | Board of Directors | Statutory Board of Officers | Non-Statutory Board of Officers | Fiscal Council | Committees |
|---|---|---|---|---|---|
| Wage or directors' fees | 42,66% | 15,64% | 26,99% | 100% | 100% |
| Fees | 42,66% | 14,24% | 20,46% | 100% | 100% |
| Direct and indirect benefits | 0,00% | 1,41% | 6,53% | - | - |
| Variable Compensation | 0,00% | 19,73% | 22,59% | - | - |
| Share-based compensation, including stock options | 57,34% | 64,63% | 50,42% | - | - |
| 2023 | Board of Directors | Statutory Board of Officers | Non-Statutory Board of Officers | Fiscal Council | Committees |
| --- | --- | --- | --- | --- | --- |
| Wage or directors' fees | 43,08% | 19,26% | 25,94% | 100% | 100% |
| Fees | 43,08% | 17,46% | 18,91% | 100% | 100% |
| Direct and indirect benefits | 0,00% | 1,80% | 7,04% | - | - |
| Variable Compensation | 6,15% | 18,26% | 17,75% | - | - |
| Share-based compensation, including stock options | 50,77% | 62,48% | 56,31% | - | - |
| 2022 | Board of Directors | Statutory Board of Officers | Non-Statutory Board of Officers | Fiscal Council | Committees |
| --- | --- | --- | --- | --- | --- |
| Wage or directors' fees | 33,40% | 23,24% | 27,81% | 100% | 100% |
| Fees | 33,40% | 20,27% | 20,61% | 100% | 100% |
| Direct and indirect benefits | 0,00% | 2,96% | 7,20% | 0% | 0% |
| Variable Compensation | 18,10% | 22,95% | 15,44% | 0% | 0% |
| Share-based compensation, including stock options | 48,50% | 53,81% | 56,75% | 0% | 0% |
With respect to the Board of Officers (as for the Board of Directors in the fiscal years ended in 2022 and 2023), the proportion of the elements of compensation 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.
As mentioned earlier, the compensation of the members of the Fiscal Council is 100% fixed on annual fees and they are reimbursed for their travels and lodging expenses required for the performance of their duties.
Also, as already mentioned, the members of the Board of Directors advisory Committees that are not part of the Company’s Board of Directors have 100% of their compensation composed of annual fixed fees.
Methodology for calculation and restatement
The overall compensation of the management, as approved by the Annual Shareholders’ Meeting, is reviewed periodically based on market studies carried out as described in sub-item (b)(ii) above and according to the terms of subitem (c)(ii) below, in addition to being periodically assessed by the Company’s People & Management area, so as to secure that the amount paid is sufficient to meet the specific differentiation objectives in relation to the market.
The portions of the management’s fixed individual compensation may be readjusted annually according to the adopted indexes and negotiated in accordance with the relevant methods and agreements.
The variable compensation, in the form of bonus/profit sharing, is calculated as a multiple of fixed compensation, provided that the target conferred on the manager and the Company have been achieved. For calculating variable compensation in the form of Share Value Rights, please refer to item 8.4 below.
Regarding the share-based compensation, for determination of the amount of stock options granted under the Option Plan, as well as for a description of the calculation methodology related to the Stock Plan, please refer to items 8.4 and 8.12 below.
Both for purpose of fixed compensation and for purpose of variable compensation and granting stock options / shares, the achievement of annual targets as well as other results delivered in the year, meritocracy criteria, seniority level and expertise of the executive may be taken into consideration.
Please refer to sub-item (d) below for further information.
Key performance indicators taken into accounttherein, including, where applicable, indicators linked to ESG issues
The key performance indicators for purposes of defining the variable compensation of the Board of Officers 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.
Additionally, as already shown in item 1.9.(e) of the Company’s Reference Form, the key sustainability performance indicators represent an important step towards the integration of the subject in the business strategy of the Company. In this regard, the variable compensation of the Officers is directly impacted by indicators relating to sustainability, focusing in the following pillars: environment: (including climate change, renewable energy, reduction of water consumption and expansion of regenerative agriculture), reputation (responsible consumption), governance (including generation of income and employment opportunities, level of service and consumer satisfaction, and engagement of Company’s employees).
The variable compensation (bonus/profit sharing) to which the members of the Board of Officers are entitled 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. It is worth noting that such criteria were also applicable in relation to the Board of Directors, to the extent that certain members were entitled to such variable remuneration in the fiscal years 2022 and 2023.
(ii) Reasonsbehind the compensation elements
Compensation of the management is defined to encourage its members to meet short, medium and long-term results of the Company. On this regard, the Company secures a fixed compensation based on market research, as described in subitens (b)(ii) and (c)(i), however, encouraging the achievement of expressive results to obtain a variable compensation above market average. Therefore, Company’s targets must be challenging but achievable.
With stock-based compensation being one of the components of the compensation of the members of the Board of Directors and the Board of Officers 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 stock options or shares by its managers, with restrictions on sale or delivery, contingent upon continued tenure with the Company for a certain period of time. Also, within the context of the Stock Plan, additional shares may be granted to the beneficiary depending on the reinvestment level of the variable compensation that is chosen.
Finally, the Company has adopted, for certain members of the Board of Officers deemed strategic and with high performance potential, the granting of Share Value Rights (as defined in item 8.4 below), 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 tenure of executives with the Company for a long or very long term, with vesting periods of five to ten years, therefore encouraging the retaining of strategic talents 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 their members are duly rewarded to perform their duties.
(iii) Theexistence of members who do not receive compensation and the reason for that
The alternate members and four sitting members of the Board of Directors do not receive compensation from the Company. Such members receive compensations by the Controlling Shareholder of the Company, for the exercise of their duties as managers of the Controlling Shareholder..
(d) Existenceof compensation borne by direct or indirect subsidiaries or controlling companies
Except as provided for in item (c)(iii) above, the other members of the Board of Directors, the Fiscal Council, the Board of Officers and the Advisory Committees of the Company do not receive any compensation supported by subsidiaries, controlled companies or direct or indirect controlling shareholders of the Company.
(e) Existenceof any compensation or benefit connected to the occurrence of a certain corporate event, such as the sale of corporate control of theissuer
Not applicable once there is no compensation or benefit connected to the occurrence of any corporate event. The options/shares programs under the Plans do not have any provision regarding early vesting, acceleration of exercise or delivery of options / shares, as applicable, if any corporate event – including a transfer of control of the Company – occurs.
8.2 – Regarding thecompensation recognized in income for the past three fiscal years and that expected for the current fiscal year of the board of directors,board of officers and fiscal council
| Total compensation expected for the current Fiscal Year as of 12/31/2025 - Annual Amounts | ||||
|---|---|---|---|---|
| Board of Directors | Statutory Board of Officers | Fiscal Council | Total | |
| No. of Members | 13,00 | 13,00 | 6,00 | 32,00 |
| No. of members receiving compensation | 7,00 | 13,00 | 6,00 | 26,00 |
| Annual Fixed Compensation | ||||
| Salary/fees | 9.744.420 | 26.577.024 | 2.455.546 | 38.776.990 |
| Direct and indirect benefits | - | 1.244.917 | - | 1.244.917 |
| Participation in Committees | - | - | - | - |
| Others | - | - | - | - |
| Description of other fixed compensation | - | - | - | - |
| Variable Compensation | ||||
| Bonus | - | - | - | - |
| Profit sharing | - | 35.461.350 | - | 35.461.350 |
| Participation in meetings | - | - | - | - |
| Commissions | - | - | - | - |
| Others | - | - | - | - |
| Description of other variable compensation | - | - | - | - |
| Post-Employment | - | 2.411.936 | - | 2.411.936 |
| Termination of office | - | - | - | - |
| Share-based compensation, including stock options | 14.184.292 | 159.924.620 | - | 174.108.912 |
| 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 total number of members also considers the alternates members. | 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 total number of members also considers the alternates members. | |
| --- | --- | --- | --- | --- |
| Total compensation | 23.928.712 | 23.928.712 | 2.455.546 | 252.004.105 |
| Total compensation expected for the current Fiscal Year as of 12/31/2024 - Annual Amounts | ||||
| --- | --- | --- | --- | --- |
| Board of Directors | Statutory Board of Officers | Fiscal Council | Total | |
| No. of Members | 13,00 | 13,00 | 6,00 | 32,00 |
| No. of members receiving compensation | 7,00 | 13,00 | 6,00 | 26,00 |
| Annual Fixed Compensation | - | - | - | - |
| Salary/fees | 8.368.507 | 19.471.560 | 2.210.859 | 30.050.925 |
| Direct and indirect benefits | - | 384.000 | - | 384.000 |
| Participation in Committees | - | - | - | - |
| Others | - | - | - | - |
| Description of other fixed compensation | - | - | - | - |
| Variable Compensation | - | - | - | - |
| Bonus | - | - | - | - |
| Profit sharing | - | 26.980.566 | - | 26.980.566 |
| Participation in meetings | - | - | - | - |
| Commissions | - | - | - | - |
| Others | - | - | - | - |
| Description of other variable compensation | - | - | - | - |
| --- | --- | --- | --- | --- |
| Post-Employment | - | 1.537.973 | - | 1.537.973 |
| Termination of office | - | - | - | - |
| Share-based compensation, including stock options | 11.250.026 | 88.400.834 | - | 99.650.860 |
| 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 total number of members also considers the alternates members. | 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 total number of members also considers the alternates members. | |
| Total compensation | 19.618.533 | 136.774.933 | 2.210.859 | 158.604.325 |
| Total compensation for the Fiscal Year as of 12/31/2023 - Annual Amounts | ||||
| --- | --- | --- | --- | --- |
| Board of Directors | Statutory Board of Officers | Fiscal Council | Total | |
| No. of Members | 12,67 | 13,50 | 6,00 | 32,17 |
| No. of members receiving compensation | 7,33 | 13,50 | 6,00 | 26,83 |
| Annual Fixed Compensation | - | |||
| Salary/fees | 8.083.563 | 19.943.955 | 2.128.919 | 30.156.437 |
| Direct and indirect benefits | - | 633.581 | - | 633.581 |
| Participation in Committees | - | - | - | - |
| Others | - | - | - | - |
| Description of other fixed compensation | - | - | - | - |
| Variable Compensation | ||||
| Bonus | - | - | - | - |
| Profit sharing | 1.153.777 | 20.852.138 | - | 22.005.914 |
| Participation in meetings | - | - | - | - |
| Commissions | - | - | - | - |
| Others | - | - | - | - |
| Description of other variable compensation | - | - | - | - |
| Post-Employment | - | 1.423.077 | - | 1.423.077 |
| --- | --- | --- | --- | --- |
| Termination of office | - | - | - | - |
| Share-based compensation, including stock options | 9.526.887 | 71.355.824 | - | 80.882.711 |
| 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 total number of members also considers the alternates members. | 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 total number of members also considers the alternates members. | **** **** **** |
| Total compensation | 18.764.227 | 114.208.575 | 2.128.919 | 135.101.720 |
| Total compensation for the Fiscal Year as of 12/31/2022 - Annual Amounts | ||||
| --- | --- | --- | --- | --- |
| Board of Directors | Statutory Board of Officers | Fiscal Council | Total | |
| No. of Members | 12,00 | 14,00 | 6,00 | 32,00 |
| No. of members receiving compensation | 8,00 | 14,00 | 6,00 | 28,00 |
| Annual Fixed Compensation | - | - | - | - |
| Salary/fees | 7.630.060 | 19.329.127 | 1.996.508 | 28.955.695 |
| Direct and indirect benefits | - | 1.797.817 | - | 1.797.817 |
| Participation in Committees | - | - | - | - |
| Others | - | - | - | - |
| Description of other fixed compensation | - | - | - | - |
| Variable Compensation | ||||
| Bonus | - | - | - | - |
| Profit sharing | 4.134.554 | 21.883.874 | - | 26.018.428 |
| Participation in meetings | - | - | - | - |
| Commissions | - | - | - | - |
| Others | - | - | - | - |
| Description of other variable compensation | - | - | - | - |
| Post-Employment | - | 1.027.315 | - | 1.027.315 |
| Termination of office | - | - | - | - |
| Share-based compensation, including stock options | 11.079.641 | 51.297.067 | - | 62.376.708 |
| 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 total number of members also considers the alternates members. | 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 total number of members also considers the alternates members. | **** **** **** |
| --- | --- | --- | --- | --- |
| Total compensation | 22.844.255 | 95.335.200 | 1.996.508 | 120.175.963 |
8.3 – Regarding thevariable compensation for the past three fiscal years and that expected for the current fiscal year of the Board of Directors, Board ofOfficers and Fiscal Council
Fiscal Year: 12/31/2025
| Body | Board of Directors | Statutory Board of Officers | Fiscal Council | Total |
|---|---|---|---|---|
| No. of members | 13,00 | 13,00 | 6,00 | 32,00 |
| No. of members receiving compensation | 0,00 | 13,00 | 0,00 | 13,00 |
| REGARDING THE 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 | - | - | - | - |
| REGARDING THE PROFIT SHARING | ||||
| Minimum amount according to compensation plan | - | 3.503.875 | - | 3.503.875 |
| Maximum amount according to compensation plan | - | 35.461.350 | - | 35.461.350 |
| Amount provided for in compensation plan in case the targets are met | - | 27.161.821 | - | 27.161.821 |
Fiscal Year: 12/31/2024
| Body | Board of Directors | Statutory Board of Officers | Fiscal Council | Total |
|---|---|---|---|---|
| No. of members | 13,00 | 13,00 | 6,00 | 32,00 |
| No. of members receiving compensation | 0,00 | 13,00 | 0,00 | 13,00 |
| REGARDING THE 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 | - | - | - | - |
| REGARDING THE PROFIT SHARING | ||||
| Minimum amount according to compensation plan | - | 5.571.099 | - | 5.571.099 |
| Maximum amount according to compensation plan | - | 31.179.036 | - | 31.179.036 |
| Amount provided for in compensation plan in case the targets are met | - | 23.867.914 | - | 23.867.914 |
| Amount effectively recognized in the income statement for the fiscal year | - | 26.980.566 | - | 26.980.566 |
Fiscal Year: 12/31/2023
| Body | Board of Directors | Statutory Board of Officers | Fiscal Council | Total |
|---|---|---|---|---|
| No. of members | 12,67 | 13,50 | 6,00 | 32,17 |
| No. of members receiving compensation | 1,00 | 13,00 | 0,00 | 14,00 |
| REGARDING THE 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 | - | - | - | - |
| --- | --- | --- | --- | --- |
| REGARDING THE PROFIT SHARING | ||||
| Minimum amount according to compensation plan | 348.840 | 6.620.706 | - | 6.969.546 |
| Maximum amount according to compensation plan | 1.751.040 | 34.230.348 | - | 35.981.388 |
| Amount provided for in compensation plan in case the targets are met | 1.409.040 | 26.742.460 | - | 28.151.500 |
| Amount effectively recognized in the income statement for the fiscal year | 1.153.777 | 20.852.138 | - | 22.005.914 |
Fiscal Year: 12/31/2022
| Body | Board of Directors | Statutory Board of Officers | Fiscal Council | Total |
|---|---|---|---|---|
| No. of members | 12,00 | 14,00 | 6,00 | 32,00 |
| No. of members receiving compensation | 1,00 | 14,00 | 0,00 | 15,00 |
| REGARDING THE 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 | - | - | - | - |
| REGARDING THE PROFIT SHARING | ||||
| Minimum amount according to compensation plan | 935.298 | 7.141.711 | - | 8.077.009 |
| Maximum amount according to compensation plan | 4.200.637 | 38.490.063 | - | 42.690.700 |
| Amount provided for in compensation plan in case the targets are met | 3.084.843 | 23.555.117 | - | 26.639.960 |
| Amount effectively recognized in the income statement for the fiscal year | 4.134.554 | 21.883.874 | - | 26.018.428 |
8.4 – Regarding theshare-based compensation plan for the board of directors and the board of officers, in force in the past fiscal year and expected forthe current fiscal year, describe
**(a)**General terms and conditions
Option Plan
The Company welcomed the Stock Option Plan as it succeeded Companhia de Bebidas das Américas – Ambev through a merger. The Option Plan 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.
Until 2019, under the Option Plan, senior employees and management of the Company or its direct or indirect subsidiaries (beneficiaries) were eligible to receive stock options of the Company or American Depositary Receipts (“ADRs”) based in shares issued by the Company, in the event the beneficiaries do not live in Brazil. As of 2020, however, Ambev ceased to grant its employees and senior management stock options recognized according to the accounting treatment determined by IFRS 2/CPC 10 – Share-Based Payment. Nevertheless, there are stock options granted in previous periods that are already exercisable, but not yet expired and remain valid within the scope of the programs issued according to the Option Plan and are, therefore, subject to the accounting treatment provided for in the aforementioned standard. On the date hereof, approximately 538 people, including managers and employees, hold stock options for shares of the Company considering all the programs of the Option Plan together, among these, six members of the Board of Directors and ten members of the Board of Officers.
Additionally, as of 2020, within the scope of the Option Plan, some members of the Company’s Management and of its subsidiaries who receive profit sharing/cash bonus have the option
- depending on their positions - of choosing to allocate part or all of the amounts received, in such capacity, upon purchase of the Company’s shares.
These shares are called “voluntary shares” and are granted within the scope of the Option Plan. As a rule, voluntary shares are entitled to dividends from the grant date and are subject to a transfer restriction period (lock-up) of three to five years and are granted at market value.
The members of the Management who invest in voluntary shares also receive one and a half times the corresponding number of shares for each voluntary share purchased, up to a total percentage limited to each employee’s variable compensation. The corresponding shares are delivered in the form of Restricted Shares (definition below), also called “matching shares”, which are also subject to a vesting period from three to five years. In addition to the Restricted Shares, they also receive an additional amount related to the applied discount of up to 20%. The discount is made in the form of “discounted shares”, which are also delivered as Restricted Shares and are also subject to a vesting of three to five years.
Share Value Right (Phantom Stocks)
The Company also welcomed, for having succeeded Companhia de Bebidas das Américas – Ambev through a merger, the long-term incentive granted to some executives identified as high potential by the Company (and such incentive is denominated “Share Value Rights”). Such incentive is beyond the scope of the Option Plan and the Stock Plan since it does not involve settlement by the granting of shares or share acquisition option. Within the scope of the Share Value Rights program, each beneficiary will receive two separate lots of Share Value Rights – (lot A and lot B), as the case may be, in which each Share Value Right will correspond to a share or ADR, as the case may be, subject to vesting 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 New York Stock Exchange (“NYSE”), respectively, at the trading session immediately before the end of such vesting periods. The Share Value 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 Value Rights shall be considered as variable compensation.
Stock Plan
The Company implemented a Stock Plan, 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” or “Performance 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 or Performance 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 or Performance Shares and rules applicable in case of termination of the employment contract. In 2022, the Board of Directors delegated to the People Committee the responsibility for monitoring and approving matters related to the Stock Plan with regard to employees in general, provided that approvals involving members of the management and/or presidents of Company’s business units remain under Board of Directors’ sole responsibility.
The delivery of the Restricted Shares and Performance Shares is exempt from financial consideration.
Additionally, on some occasions, ABI employees and managers are transferred to the Company. In such cases, the cost (“compensation cost”) related to options to acquire shares and restricted shares of ABI is recognized in the income statement as a contra entry to equity, proportionally to the period after the transfer to the Company. At the time of delivery of the equity instruments, said amount is reimbursed to ABI.
Conversely, when employees and Managers who hold options to acquire shares and Restricted Shares of the Company are transferred to ABI, the compensation cost is recognized by the Controlling Company proportionally to the period after the transfer, so that the Company is also reimbursed at the time of delivery of its equity instruments to ABI employees and managers.
(b) Dateof approval and responsible body
The Option Plan was approved at the Company’s Extraordinary General Meeting held on July 30, 2013, as part of the succession, through the merger of Companhia de Bebidas das Américas – Ambev with and into the Company.
The Company also welcomed, as it succeeded Companhia de Bebidas das Américas – Ambev through a merger, the long-term incentive of Share Value Rights, approved by the Board of Directors of Companhia de Bebidas das Américas – Ambev on August 26, 2011.
The Stock Plan was approved at the Company’s Extraordinary General Meeting held on April 29, 2016, and amended by the Extraordinary General Meeting held on April 24, 2020.
(c) Maximumnumber of shares covered
The Stock Plan sets 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 as determined on April 24, 2020.
(d) Maximumnumber of options to be granted
The Option Plan does not provide the maximum number of options potentially covered by the plan, being the responsibility of the Board of Directors to establish the maximum number of options per program, upon the approval of each program.
(e) Conditionsto acquire shares
In the Company’s stock option programs then in force named Programs 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, 2021.1, 2022.1, 2023.1, 2024.1 and 2025.1, 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 on the grant date (or within five business days), although a substantial part of the shares acquired, after the exercise, will be subject to a lock-up period of three to five 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. The exercise of options is not conditioned to meeting the Company’s performance targets.
The Share Value 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 Company’s stock programs then in force named Programs 2019.1, 2019.3, 2019.6, 2020.1, 2020.3A, 2020.3B, 2020.5, 2020.8, 2021.2, 2021.7, 2021.9, 2021.12, 2022.1, 2022.2, 2022.3, 2022.4, 2022.8, 2022.9, 2022.10, 2023.1, 2023.2, 2023.3, 2023.4, 2023.8, 2023.9, 2023.10, 2023.11, 2024.1, , 2024.2, 2024.3, 2024.4, 2024.5, 2024.6, 2024.7, 2024.8, 2024.9 and 2025.1, within the scope of the Stock Plan, the granting of shares was made free of charges and such 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, except in the programs of Performance Shares, which establish that, in addition to the conditions described above, the Performance Shares will only be delivered to participants after the end of the vesting period if a performance test in comparison to other companies in the consumer goods sector criteria are met according to rules to be defined in the respective program.
(f) Criteriato set the acquisition or exercise price
In relation to the Options Plan, there is no acquisition price for the options, which are granted free of charge. The price of the exercise of the shares arising from the Company’s stock option programs then in force named Programs 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, 2021.1, 2022.1, 2023.1, 2024.1, and 2025.1, 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.
The Share Value 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 vesting 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 Value Right shall correspond to the right related to one share or ADR, as applicable.
Within the scope of the Company’s stock programs then in force named Programs 2019.1, 2019.3, 2019.6, 2020.1, 2020.3A, 2020.3B, 2020.5, 2020.8, 2021.2, 2021.7, 2021.9, 2021.12, 2022.1, 2022.2, 2022.3, 2022.4, 2022.8, 2022.9, 2022.10, 2023.1, 2023.2, 2023.3, 2023.4, 2023.8, 2023.9, 2023.10, 2023.11, 2024.1, 2024.2, 2024.3, 2024.4, 2024.5, 2024.6, 2024.7, 2024.8, 2024.9 and 2025.1, according to the Stock Plan, the granting of shares shall be made free of charge to the participants, provided that the reference price of each restricted share will correspond to the quotation of the Company’s shares traded at B3 on the trading session immediately before the grant date, under the terms of the Stock Plan and of the relevant program.
(g) Criteriato set the term for acquisition or exercise
Within the scope of the Option Plan, according to the Company’s stock option programs then in force named Programs 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, 2021.1, 2022.1, 2023.1,2024.1 and 2025.1, the participants received the grant of single lots that may be exercised, in total or in part, within 45 days from the granting date, all subject to a minimum lock-up period of three to five years, as the case may be. The criteria used in the establishment of said terms considers the short, medium and long-term goals of this incentive form.
With regard to the Share Value 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 Company’s stock programs then in force named Programs 2019.1, 2019.3, 2019.6, 2020.1, 2020.3A, 2020.3B, 2020.5, 2020.8, 2021.2, 2021.7, 2021.9, 2021.12, 2022.1, 2022.2, 2022.3, 2022.4, 2022.8, 2022.9, 2022.10, 2023.1, 2023.2, 2023.3, 2023.4, 2023.8, 2023.9, 2023.10, 2023.11, 2024.1, 2024.2, 2024.3, 2024.4, 2024.5, 2024.6, 2024.7, 2024.8, 2024.9 and 2025.1, the delivery of Restricted Shares or Performance Shares will be made after the lock-up period of three to five years, as the case may be.
(h) Formof 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 in full, on demand upon the exercise of the options within a period of up to five business days as of their exercise date, depending on the program.
The Share Value 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, the Restricted Shares and Performance Shares shall be delivered by the Company to the respective participant, free of charge, within 30 days counted as from the expiry of the respective vesting period, provided that the terms and conditions established in the respective programs are observed. For purposes of the Stock Plan, the Company shall use existing shares held in treasury.
(i) Restrictionsto the transfer of shares
In the Company’s stock option programs then in force named Programs 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, 2021.1, 2022.1, 2023.1, 2024.1 and 2025.1, 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, three or five years counted as from the date of granting the options.
Share Value Rights incentive by the Company does not involve the 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 “g” above.
Within the scope of the Stock Plan, according to the Company’s stock programs then in force named Programs 2019.1, 2019.3, 2019.6, 2020.1, 2020.3A, 2020.3B, 2020.5, 2020.8, 2021.2, 2021.7, 2021.9, 2021.12, 2022.1, 2022.2, 2022.3, 2022.4, 2022.8, 2022.9, 2022.10, 2023.1, 2023.2, 2023.3, 2023.4, 2023.8, 2023.9, 2023.10, 2023.11, 2024.1, 2024.2, 2024.3, 2024.4, 2024.5, 2024.6, 2024.7, 2024.8, 2024.9 and 2025.1, after the expiry of the vesting period of three or five years, the delivered shares will be free and clear, and may be transferred at any time.
(j) Criteriaand 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 and restricted shares will be subject to the rules established by the Board of Directors on this matter.
(k) Effectsof withdrawal of a manager from the bodies of the issuer 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.
We described below the main rules applicable to these cases, in relation to the programs in force.
Programs (Option Plan)
- Programs 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 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 calendar 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 established 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, 2021.1,2022.1, 2023.1, 2024.1 and 2025.1: 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 Value 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 Value 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 Value 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 Value 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 Value 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 Value Rights shall be canceled and terminated by operation of law; and (b) severance between five and ten years of grant date anniversary: - the Share Value 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 Value 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 established 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 Value 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.
Programs (Stock Plan)
- Programs 2019.1, 2019.3, 2019.6, 2020.1, 2020.3A,2020.3B, 2020.5, 2020.8, 2021.2, 2021.7, 2021.9, 2021.12, 2022.1, 2022.2, 2022.3, 2022.4, 2022.8,2022.9, 2022.10, 2023.1, 2023.2, 2023.3, 2023.4, 2023.8, 2023.9, 2023.10, 2023.11, 2024.1, 2024.2,2024.3, 2024.4, 2024.5, 2024.6, 2024.7, 2024.8, 2024.9 and 2025.1
As a general rule, the aforementioned programs establish that, 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 the respective Restricted Shares or Performance Shares (as applicable) that are not free for delivery to the participant, except in the cases (or in some of the cases) set forth in items (a) to (d) below (“Exceptions”).
It should be noted that the transfer restrictions on the shares, provided for in the programs, will remain in force if any Exceptions are applied, except in the case set forth in item “d.1” below.
a) Severance Without Cause
(a.1) Resignation or Termination of Term of Office without Cause – Board of Directors
Rule applicable to the programs intended to the Company’s Board of Directors, subject to the Conditions for Exceptions (defined below).
Pursuant to a decision approved by the unpaid members of the Company’s Board of Directors at a meeting held on April 25, 2023, in case of non-reelection or termination without cause of the term of office of a member of the Company’s Board of Directors (who is a participant in one or more of the programs mentioned above) during the vesting period, such participant will receive the Restricted Shares that are not free for delivery at the time of the severance.
(a.2) Involuntary Dismissal Without Cause – Board of Officers
Rule provided for in the Programs 2019.1, 2019.3, 2020.1, 2021.2, 2022.1, 2022.2, 2022.3, 2022.8, 2022.9, 2022.10, 2023.1, 2023.2, 2023.3, 2023.8, 2023.9, 2023.10, 2023.11, 2024.1, 2024.2, 2024.3, 2024.8, 2024.9 and 2025.1.
If the severance occurs due to involuntary dismissal without cause after 24 months after the grant date, and provided that the Conditions for Exceptions are observed, the participant will receive the Restricted Shares or Performance Shares, as applicable, on a pro-rata basis (description below).
Specifically in the Program 2019.6, in case of severance due to involuntary dismissal without cause, with respect to the Restricted Shares that are not free for delivery, the participant will receive the shares on a pro-rata basis in the following events, provided that the Conditions for Exceptions are observed:
(1) if (a) the severance occurs before 24 months after granting, and (b) the participant has participated, through the allocation 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 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), or
(2) if the severance occurs after 24 months after the date of grant of the shares.
(b) Severance after 70 years combined (i.e.,sum of age plus length of service at the Company on the severance date)
Rule provided for in all programs, except in the Programs 2019.6, 2020.5, 2022.10, 2023.4, 2023.10 and 2023.11.
With respect to the Restricted Shares or Performance Shares, as applicable, that are not yet free for delivery, in case of severance after 70 years combined, the participant will receive the shares on a pro-rata basis in the following events, provided that the Conditions for Exceptions are observed:
(b.1) if the severance occurs before 24 months after granting and the participant has participated, through the allocation 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 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); or
(b.2) if the severance occurs after 24 months after the grant date.
(c) Severance after reaching 80 years combined(i.e., sum of age plus length of service at the Company on the severance date)
Rule provided for in all programs, except in the Programs 2019.6, 2020.5, 2022.10, 2023.4, 2023.10 and 2023.11.
Provided that the Conditions for Exceptions are observed, in case of severance after 80 years combined, the participant will receive the Restricted Shares or the Performance Shares, as applicable, that are not yet free for delivery.
(d) Death and Permanent Disability
Rule provided for in all programs.
(d.1) In case of death of the participant, his/ her heir / successor will immediately receive the Restricted Shares or Performance Shares, as applicable, that are not yet free for delivery pursuant to the programs, and all shares will be free and clear for sale at any time.
(d.2) Provided that the Conditions for Exceptions are observed, the participant severed in case of permanent disability will receive the Restricted Shares or the Performance Shares, as applicable.
- Conditions - Exceptions
The Exceptions will only apply if the following conditions are met (“Conditions for Exceptions”):
(i) if the termination of the participant’s employment agreement or term of office at the Company was without cause (provided that, specifically for the Exception set forth in item “a.2” above, the participant will only be entitled to pro-rata in case of involuntary severance and without cause);
(ii) specifically in the cases established in item “a.1”, only the participants members of the Board of Directors as from April 25, 2023 onwards will be eligible;
(iii) if the participant signs and complies with the non-compete agreement entered with the Company, under the terms established by the Board of Directors (except in the event set forth in item “d.1” above); and
(iv) specifically in relation to the programs involving Performance Shares, if the performance criteria established in the respective programs are met.
- Pro-Rata Calculation
Once the Conditions for Exceptions are met and the terms set forth in each program are observed, the Restricted Shares or Performance Shares, as applicable, to be delivered to the participants on a pro-rata basis, will be equivalent to the result of the Restricted Shares / Performance Shares held by the participant on the severance date, multiplied by the number of complete calendar months of employment or term of office, for the period between the grant date and the respective termination of the relationship with the Company (which will always be less than 36 or 60 months), divided by 36 or 60, depending on the program.
8.5 – Regarding theshare-based compensation in the form of stock options recognized in income for the past three fiscal years and that expected for the currentfiscal year of the board of directors and the board of officers
Fiscal Year: 12/31/2025
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| No. of Members | 13,00 | 13,00 |
| No. of members receiving compensation | 0,00 | 0,00 |
| WEIGHTED AVERAGE EXERCISE PRICE OF EACH OF THE FOLLOWING GROUPS OF OPTIONS: | ||
| (a) Options outstanding at the beginning of fiscal year | 18,34 | 18,10 |
| (b) Options lost and expired during the fiscal year | - | - |
| (c) Options exercised during the fiscal year | - | - |
| Potential dilution in case of exercise of all outstanding options | 0,0187% | 0,0313% |
Fiscal Year: 12/31/2024
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| No. of Members | 13,00 | 13,00 |
| No. of members receiving compensation | 4,00 | 8,00 |
| WEIGHTED AVERAGE EXERCISE PRICE OF EACH OF THE FOLLOWING GROUPS OF OPTIONS: | ||
| (a) Options outstanding at the beginning of fiscal year | 18,34 | 18,10 |
| (b) Options lost and expired during the fiscal year | 16,85 | 16,85 |
| (c) Options exercised during the fiscal year | - | - |
| Potential dilution in case of exercise of all outstanding options | 0,0217% | 0,0347% |
Fiscal Year: 12/31/2023
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| No. of Members | 12,67 | 13,50 |
| No. of members receiving compensation | 5,00 | 8,00 |
| WEIGHTED AVERAGE EXERCISE PRICE OF EACH OF THE FOLLOWING GROUPS OF OPTIONS: | ||
| (a) Options outstanding at the beginning of fiscal year | 18,06 | 17,96 |
| (b) Options lost and expired during the fiscal year | 17,56 | 17,18 |
| (c) Options exercised during the fiscal year | - | - |
| Potential dilution in case of exercise of all outstanding options | 0,0267% | 0,0392% |
Fiscal Year: 12/31/2022
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| No. of Members | 12,00 | 14,00 |
| No. of members receiving compensation | 7,00 | 10,00 |
| WEIGHTED AVERAGE EXERCISE PRICE OF EACH OF THE FOLLOWING GROUPS OF OPTIONS: | ||
| (a) Options outstanding at the beginning of fiscal year | 17,80 | 18,01 |
| (b) Options lost and expired during the fiscal year | 17,20 | 17,48 |
| (c) Options exercised during the fiscal year | - | - |
| --- | --- | --- |
| Potential dilution in case of exercise of all outstanding options | 0,0179% | 0,0302% |
8.6 - Regarding each grantof stock options carried out in the past three fiscal years and expected for the current fiscal year of the board of directors and theboard of officers
The Company did not offer new grants of stock options that have been recognized in the results of the last 3 fiscal years pursuant to CPC 10 – Share-Based Payment and does not foresee grants under these terms for the current fiscal year.
8.7 - Regarding the outstandingoptions of the Board of Directors and the Board of Officers at the end of the past fiscal year
| 12/31/2024Part I/II | Board of Directors | Statutory Board of Officers | Statutory Board of Officers | Board of Directors | Statutory Board of Officers | Statutory Board of Officers | Board of Directors |
|---|---|---|---|---|---|---|---|
| Total number of members | 13,00 | 13,00 | 13,00 | 13,00 | 13,00 | 13,00 | 13,00 |
| No. of members receiving compensation | 3 | 8 | 2 | 2 | 8 | 2 | 2 |
| Grant Date | 12/01/2015 | 12/01/2015 | 12/22/2015 | 12/01/2016 | 12/01/2016 | 12/22/2016 | 12/01/2017 |
| Options not qualified for exercise | |||||||
| Number of Options | - | - | - | - | - | - | - |
| Date on which they may be exercised | 12/01/2020 | 12/01/2020 | 12/22/2020 | 12/01/2021 | 12/01/2021 | 12/22/2021 | 12/01/2022 |
| Maximum term for exercise | - | - | - | - | - | - | - |
| Lock-up Period | - | - | - | - | - | - | - |
| Weighted average exercise price | - | - | - | - | - | - | - |
| Fair value of options on the last day of the fiscal year | - | - | - | - | - | - | - |
| Options qualified for exercise | |||||||
| Number of Options | 463.915 | 322.123 | 211.136 | 468.212 | 679.917 | 350.671 | 418.848 |
| Maximum term for exercise | 12/01/2025 | 12/01/2025 | 12/22/2025 | 12/01/2026 | 12/01/2026 | 12/22/2026 | 12/01/2027 |
| Lock-up Period | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Weighted average exercise price | 18,64 | 18,64 | 18 | 17,15 | 17,15 | 16,34 | 20,56 |
| Fair value of options on the last day of the fiscal year | 0,52 | 0,52 | 0,67 | 0,64 | 0,64 | 0,94 | 1,87 |
| Fair value of the total of options on the last day of the fiscal year | 243.361 | 168.980 | 140.889 | 298.234 | 433.083 | 329.006 | 782.264 |
| 12/31/2024Part II/II | Statutory Board of Officers | Statutory Board of Officers | Board of Directors | Statutory Board of Officers | Statutory Board of Officers | Board of Directors | Statutory Board of Officers |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Total number of members | 13,00 | 13,00 | 13,00 | 13,00 | 13,00 | 13,00 | 13,00 |
| No. of members receiving compensation | 8 | 1 | 4 | 7 | 1 | 4 | 8 |
| Grant Date | 12/01/2017 | 02/22/2018 | 12/03/2018 | 12/03/2018 | 02/21/2019 | 12/02/2019 | 12/02/2019 |
| Options not qualified for exercise | |||||||
| Number of Options | - | - | - | - | - | - | - |
| Date on which they may be exercised | 12/01/2022 | 02/22/2023 | 12/03/2023 | 12/03/2023 | 02/21/2024 | 12/02/2024 | 12/02/2024 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Maximum term for exercise | - | - | - | - | - | - | - |
| Lock-up Period | - | - | - | - | - | - | - |
| Weighted average exercise price | - | - | - | - | - | - | - |
| Fair value of options on the last day of the fiscal year | - | - | - | - | - | - | - |
| Options qualified for exercise | |||||||
| Number of Options | 882.994 | 229.367 | 799.033 | 816.247 | 347.315 | 1.032.919 | 1.853.426 |
| Maximum term for exercise | 12/01/2027 | 02/22/2028 | 12/03/2028 | 12/03/2028 | 02/21/2029 | 12/02/2029 | 12/02/2029 |
| Lock-up Period | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Weighted average exercise price | 20,56 | 22,4 | 16,92 | 16,92 | 18,15 | 18,05 | 18,05 |
| Fair value of options on the last day of the fiscal year | 1,87 | 1,71 | 2,02 | 2,02 | 2,02 | 2,92 | 2,92 |
| Fair value of the total of options on the last day of the fiscal year | 1.649.128 | 392.993 | 1.615.454 | 1.650.257 | 702.188 | 3.017.160 | 5.413.863 |
(1) Whenever necessary, the number of options granted andfair value were adjusted to reflect all stock splits that took place within the relevant period.
(2) According to the accounting method of predecessor costadopted by the Company, data related to periods before 2014 relates to Companhia de Bebidas das Américas – Ambev historicalinformation.
8.8 - Regarding the optionsexercised relating to the share-based compensation of the board of directors and the board of officers, in the past three fiscal years
Exercised options related to the share-based compensation- Fiscal Year ended 12/31/2024
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| Total number of members | 13,00 | 13,00 |
| Number of members receiving compensation | 0,00 | 0,00 |
| Number of shares (A) | - | - |
| Weighted average exercise price (B) | R$ 0,00 | R$ 0,00 |
| Weighted average market price of the shares relating to the options exercised (C) | R$ 0,00 | R$ 0,00 |
| Multiplying the total number of options exercised by the difference between the weighted average exercise price and the weighted average market price of the shares relating to the options exercised [A x (C-B)] | R$ 0,00 | R$ 0,00 |
Exercised options related to the share-based compensation- Fiscal Year ended 12/31/2023
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| Total number of members | 12,67 | 13,50 |
| Number of members receiving compensation | 0,00 | 0,00 |
| Number of shares (A) | - | - |
| Weighted average exercise price (B) | R$ 0,00 | R$ 0,00 |
| Weighted average market price of the shares relating to the options exercised (C) | R$ 0,00 | R$ 0,00 |
| Multiplying the total number of options exercised by the difference between the weighted average exercise price and the weighted average market price of the shares relating to the options exercised [A x (C-B)] | R$ 0,00 | R$ 0,00 |
Exercised options related to the share-based compensation- Fiscal Year ended 12/31/2022
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| Total number of members | 12,00 | 14,00 |
| Number of members receiving compensation | 0,00 | 0,00 |
| Number of shares (A) | - | - |
| Weighted average exercise price (B) | R$ 0,00 | R$ 0,00 |
| Weighted average market price of the shares relating to the options exercised (C) | R$ 0,00 | R$ 0,00 |
| Multiplying the total number of options exercised by the difference between the weighted average exercise price and the weighted average market price of the shares relating to the options exercised [A x (C-B)] | R$ 0,00 | R$ 0,00 |
8.9 - Regarding the share-basedcompensation, in the form of shares to be delivered directly to the beneficiaries, recognized in income of the past three fiscal yearsand that expected for the current fiscal year, of the board of directors and the board of officers
(i) Amounts originated from the accounting effects providedfor in CPC 10 – Share-Based Payment
Share-based compensation, in the form of shares to bedelivered directly to the beneficiaries –
Forecast for the current fiscal year (2025)
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| Total number of members | 13,00 | 13,00 |
| Number of members receiving compensation | 7,00 | 13,00 |
| Potential dilution in case of granting of all shares to the beneficiaries | 0,0163% | 0,1635% |
The dilution estimate presented above considers the shareholdingposition of the Company on 12/31/2024 as a basis.
Share-based compensation, in the form of shares to bedelivered directly to the beneficiaries –
Fiscal year ended 12/31/2024
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| Total number of members | 13,00 | 13,00 |
| Number of members receiving compensation | 7,00 | 13,00 |
| Potential dilution in case of granting of all shares to the beneficiaries | 0,0180% | 0,1384% |
Share-based compensation, in the form of shares to be delivereddirectly to the beneficiaries –
Fiscal year ended 12/31/2023
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| Total number of members | 12,67 | 13,50 |
| Number of members receiving compensation | 7,00 | 13,00 |
| Potential dilution in case of granting of all shares to the beneficiaries | 0,0170% | 0,1182% |
Share-based compensation, in the form of shares to be delivereddirectly to the beneficiaries –
Fiscal year ended 12/31/2022
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| Total number of members | 12,00 | 14,00 |
| Number of members receiving compensation | 7,00 | 14,00 |
| Potential dilution in case of granting of all shares to the beneficiaries | 0,0177% | 0,1119% |
8.10 - Regarding each grant of shares carried outin the past three fiscal years and expected for the current fiscal year of the board of directors and the board of officers
(i) Amounts originated from the accounting effects providedfor in CPC 10 – Share-Based Payment
Grants of shares expected for the current fiscal year (2025)
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| Total number of members | 13,00 | 13,00 |
| Number of members receiving compensation | 7,00 | 13,00 |
| Estimated grant date | 03/01/2025<br><br> <br>12/15/2025 | 03/01/2025<br><br> <br>12/15/2025 |
| Estimated number of shares granted (A) | 328.564 | 10.804.275 |
| Estimated maximum period for delivery of shares | 03/01/2028<br><br> <br>15/12/2030 | 03/01/2028<br><br> <br>15/12/2028 |
| Estimated restriction period for the transfer of shares | 03/01/2028<br><br> <br>12/15/2030 | 03/01/2028<br><br> <br>12/15/2028 |
| Fair value of shares on the grant date (B) | 11,74 | 11,74 |
| Multiplying the number of shares granted by the fair value of the shares on the grant date (A x B) | 3.857.339 | 126.842.190 |
The information above is based on the best estimate ofthe Company’s Management considering the fiscal year ended in 2024. In addition, the shares fair value considers the market valueof the Company’s shares in 12/31/2024.
Grants of shares for the fiscal year ended 12/31/2024
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| Total number of members | 13,00 | 13,00 |
| Number of members receiving compensation | 7,00 | 13,00 |
| Estimated grant date | 03/01/2024<br><br> <br>12/02/2024 | 03/01/2024<br><br> <br>12/02/2024 |
| Estimated number of shares granted (A) | 355.832 | 5.407.449 |
| Estimated maximum period for delivery of shares | 03/01/2027<br><br> <br>12/02/2027<br><br> <br>12/02/2029 | 03/01/2027<br><br> <br>12/02/2027<br><br> <br>12/02/2029 |
| Estimated restriction period for the transfer of shares | 03/01/2027<br><br> <br>12/02/2027<br><br> <br>12/02/2029 | 03/01/2027<br><br> <br>12/02/2027<br><br> <br>12/02/2029 |
| Fair value of shares on the grant date (B) | 12,68 | 13,11 |
| Multiplying the number of shares granted by the fair value of the shares on the grant date (A x B) | 4.512.521 | 70.596.330 |
Grants of shares for the fiscal year ended 12/31/2023
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| Total number of members | 12,67 | 13,50 |
| Number of members receiving compensation | 7,00 | 13,00 |
| Grant date | 03/06/2023<br><br> <br>12/01/2023 | 03/06/2023<br><br> <br>12/01/2023<br><br> <br>12/18/2023 |
| --- | --- | --- |
| Number of shares granted (A) | 565.259 | 6.323.228 |
| Maximum period for delivery of shares | 03/06/2026<br><br> <br>12/01/2026<br><br> <br>12/01/2028 | 03/06/2026<br><br> <br>12/01/2026<br><br> <br>12/18/2026<br><br> <br>12/01/2028<br><br> <br>12/18/2028 |
| Restriction period for the transfer of shares | 03/06/2026<br><br> <br>12/01/2026<br><br> <br>12/01/2028 | 03/06/2026<br><br> <br>12/01/2026<br><br> <br>12/18/2026<br><br> <br>12/01/2028<br><br> <br>12/18/2028 |
| Fair value of shares on the grant date (B) | 13,34 | 14,35 |
| Multiplying the number of shares granted by the fair value of the shares on the grant date (A x B) | 7.540.543 | 90.737.404 |
Grants of shares for the fiscal year ended 12/31/2022
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| Total number of members | 12,00 | 14,00 |
| Number of members receiving compensation | 7,00 | 14,00 |
| Grant date | 03/01/2022<br><br>12/01/2022 | 03/01/2022<br><br>12/01/2022<br><br>02/14/2022 |
| Number of shares granted (A) | 1.276.530 | 8.578.825 |
| Maximum period for delivery of shares | 03/01/2025<br><br>12/01/2027 | 03/01/2025<br><br>12/01/2025<br><br>12/14/2025<br><br>03/01/2027<br><br>12/01/2027<br><br>12/14/2027 |
| Restriction period for the transfer of shares | 03/01/2025<br><br>12/01/2027 | 03/01/2025<br><br>12/01/2025<br><br>12/14/2025<br><br>03/01/2027<br><br>12/01/2027<br><br>12/14/2027 |
| Fair value of shares on the grant date (B) | 15,52 | 15,70 |
| Multiplying the number of shares granted by the fair value of the shares on the grant date (A x B) | 19.818.124 | 134.725.521 |
8.11 - Regarding the shares delivered relatingto the share-based compensation of the Board of Directors and the Board of Officers, in the past three fiscal years
Fiscal Year: 12/31/2024
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| Total number of members | 13,00 | 13,00 |
| Number of members receiving compensation | 2,00 | 13,00 |
| Number of shares (A) | 151.392 | 1.766.896 |
| Weighted average acquisition price (B)* | 18,64 | 17,50 |
| Weighted average market price of the shares acquired (C) | 12,72 | 13,17 |
| Multiplying the total number of shares acquired by the difference between the weighted average acquisition price and the weighted average market price of the shares acquired [A x (C-B)] | (897.510) | (7.639.222) |
* The weighted average acquisition price was calculated based on the grant value divided by the number of Restricted Shares delivered by the Company under the Share Plan
Fiscal Year: 12/31/2023
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| Total number of members | 12,67 | 13,50 |
| Number of members receiving compensation | 2,00 | 11,00 |
| Number of shares (A) | 699.536 | 2.420.667 |
| Weighted average acquisition price (B)* | 18,16 | 16,74 |
| Weighted average market price of the shares acquired (C) | 14,21 | 14,08 |
| Multiplying the total number of shares acquired by the difference between the weighted average acquisition price and the weighted average market price of the shares acquired [A x (C-B)] | (2.759.993) | (6.430.538) |
* The weighted average acquisition price was calculated based on the grant value divided by the number of Restricted Shares delivered by the Company under the Share Plan
Fiscal Year: 12/31/2022
| Board of Directors | Statutory Board of Officers | |
|---|---|---|
| Total number of members | 12,00 | 14,00 |
| Number of members receiving compensation | 0,00 | 2,00 |
| Number of shares (A) | - | 11.872 |
| Weighted average acquisition price (B)* | - | 17,21 |
| Weighted average market price of the shares acquired (C) | - | 15,26 |
| Multiplying the total number of shares acquired by the difference between the weighted average acquisition price and the weighted average market price of the shares acquired [A x (C-B)] | - | (23.150,40) |
* The weighted average acquisition price was calculated based on the grant value divided by the number of Restricted Shares delivered by the Company under the Share Plan
8.12 - Summary description of the information necessaryfor understanding the data disclosed in items 8.5 to 8.11, such as the explanation of the method of pricing the value of shares and options,appointing
(a) PricingModel
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 the price of a share in the 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 of 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, starting from the expiration of the 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 Value Rights, at the end of the vesting period of each lot, the number of Share Value 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 Value Rights shall correspond to one share or ADR, as applicable. There is no exercise price for the Share Value 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 three or 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 8.4.
(b) Dataand 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 granted until 2019 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 the 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”).
Exercise Price
- Programs from 2010 to 2019
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 does 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.
- 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, for the delivery of the shares to be carried out, 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.
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 2019, which was last fiscal year in which the Company granted stock options of shares considering the CPC-10 – Share-Based Payment and aligned with the methodology described in this item:
OPTION PRICING MODEL
| 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 | 5,0% |
| Risk-free interest rate | 7.8% |
Information based on the weighted average of theprograms granted, exception made to the estimate on dividends and risk-free interest rate. The percentages include the stock options andADRs granted during the fiscal year, whereas ADRs are denominated in US Dollars.
(c) Method used and assumptions made to incorporatethe 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, the 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
As of the 2010 option programs, the expected volatility is measured since March 2004. As explained in item “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 optionbeen incorporated to the determination of its fair value
Other characteristics were not incorporated in the measurement of the fair value of the options.
8.13 - Inform thenumber of shares, quotas and other securities convertible into shares or quotas, issued, in Brazil or abroad, by the issuer, its director indirect controlling shareholders, controlled companies or companies under common control, which are held by members of the board ofdirectors, board of officers or fiscal council, grouped by body
| Instruments issued by Ambev – 12/31/2024 | ||||
|---|---|---|---|---|
| Body | No. Shares and ADRs | No. of Restricted Shares | No. Options | Total |
| Board of Directors | 11.460.036 | 3.115.623 | 3.412.294 | 17.987.953 |
| Statutory Board of Officers | 4.760.522 | 23.837.653 | 5.463.829 | 34.062.004 |
| Fiscal Council | - | - | - | - |
| Total | 16.220.558 | 26.953.276 | 8.876.123 | 52.049.957 |
| Instruments Issued by ABI – 12/31/2024 | ||||
| --- | --- | --- | --- | --- |
| Body | No. Shares and ADRs | No. of Restricted Shares | No. Options | Total |
| Board of Directors | 460.693 | 5.584.584 | 12.074.326 | 18.119.603 |
| Statutory Board of Officers | 18.820 | 917.759 | 3.277.397 | 4.213.976 |
| Fiscal Council | - | - | - | - |
| Total | 479.513 | 6.502.343 | 15.351.723 | 22.333.579 |
8.14 - Regarding the pension plans in force grantedto the members of the board of directors and board of officers, provide the following information
| Retirement Benefits | Board of Directors | Statutory Board of Officers |
|---|---|---|
| No. of members | 13,00 | 13,00 |
| 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 | 1 | 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$ 30.972.269 | R$ 9.820.068 |
| Total amount of contributions made during the last fiscal year, after deducting the amounts corresponding to contributions made directly by the managers | R$ 2.246.473 | R$ 1.537.973 |
| Is there a possibility of early redemption and what are the conditions? | 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. |
Data relating to the members who held the respectivepositions on December 31, 2024.
8.15 - Indicate in the tables below, regardingthe board of directors, the board of officers and the fiscal council, for the past three fiscal years, the following
Annual amounts
| Statutory Board of Officers | Board of Directors | Fiscal Council | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 12/31/2024 | 12/31/2023 | 12/31/2022 | 12/31/2024 | 12/31/2023 | 12/31/2022 | 12/31/2024 | 31/12/2023 | 31/12/2022 | |
| No. of members | 13,00 | 13,50 | 14,00 | 13,00 | 12,67 | 12,00 | 6,00 | 6,00 | 6,00 |
| No. of members receiving compensation | 13,00 | 13,50 | 14,00 | 7,00 | 7,33 | 8,00 | 6,00 | 6,00 | 6,00 |
| Amount of the highest individual compensation(Reais) | 42.274.451 | 30.929.473 | 25.226.847 | 13.111.146 | 12.998.750 | 14.155.409 | 491.302 | 473.093 | 443.668 |
| Amount of the lowest individual compensation (Reais) | 5.724.674 | 4.491.204 | 3.489.535 | 883.208 | 864.098 | 679.357 | 245.651 | 236.547 | 221.834 |
| Average amount of the individual compensation (Reais) – total compensation of the body divided by the number of members receiving compensation | 10.521.149 | 8.459.894 | 6.809.657 | 2.802.648 | 2.558.758 | 2.855.532 | 368.476 | 354.820 | 332.751 |
Notes:
| Statutory Board of Officers | |
|---|---|
| 12/31/2024 | - The average compensation of the Board of Officers presented<br> in this item is calculated considering the number of members of the Board of Officers (13,00 members) that receive compensation from the<br> Company for their services.<br><br> <br>- Includes share-based compensation of the Company and of<br> the Controlling Shareholder.<br><br> <br>- The member that received the highest individual compensation<br> worked for 12 months. |
| 12/31/2023 | - The average compensation of the Board of Officers presented<br> in this item is calculated considering the number of members of the Board of Officers (13,50 members) that receive compensation from the<br> Company for their services.<br><br> <br>- Includes share-based compensation of the Company and of<br> the Controlling Shareholder.<br><br> <br>- The member that received the highest individual compensation<br> worked for 12 months. |
| 12/31/2022 | - The average compensation of the Board of Officers presented<br> in this item is calculated considering the number of members of the Board of Officers (14,00 members) that receive compensation from the<br> Company for their services.<br><br> <br>- Includes share-based compensation of the Company and of<br> the Controlling Shareholder.<br><br> <br>- The member that received the highest individual compensation<br> worked for 12 months. |
| Board of Directors | |
| --- | --- |
| 12/31/2024 | - The average compensation of the Board of Directors presented<br> in this item is calculated considering the number of members of the Board of Directors (7,00 members) that receive compensation from the<br> Company for their services.<br><br> <br>- Includes share-based compensation of the Company and of<br> the Controlling Shareholder.<br><br> <br>- The member that received the highest individual compensation<br> worked for 12 months. |
| 12/31/2023 | - The average compensation of the Board of Directors presented<br> in this item is calculated considering the number of members of the Board of Directors (7,33 members) that receive compensation from the<br> Company for their services.<br><br> <br>- Includes share-based compensation of the Company and of<br> the Controlling Shareholder.<br><br> <br>- The member that received the highest individual compensation<br> worked for 12 months. |
| --- | --- |
| 12/31/2022 | - The average compensation of the Board of Directors presented<br> in this item is calculated considering the number of members of the Board of Directors (8,00 members) that receive compensation from the<br> Company for their services.<br><br> <br>- Includes share-based compensation of the Company and of<br> the Controlling Shareholder.<br><br> <br>- The member that received the highest individual compensation<br> worked for 12 months. |
| Fiscal Council | |
| --- | --- |
| 12/31/2024 | - It was considered the 3 full members and the 3 alternate<br> members of the Fiscal Council.<br><br> <br>- The member that received the highest individual compensation<br> worked for 12 months. |
| 12/31/2023 | - It was considered the 3 full members and the 3 alternate<br> members of the Fiscal Council.<br><br> <br>- The member that received the highest individual compensation<br> worked for 12 months. |
| 12/31/2022 | - It was considered the 3 full members and the 3 alternate<br> members of the Fiscal Council.<br><br> <br>- The member that received the highest individual compensation<br> worked for 12 months. |
8.16 - Describe contractualarrangements, insurance policies or other instruments that structure compensation or indemnification mechanisms for the management inthe event of dismissal from their job or retirement, indicating the financial consequences for the issuer
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 7.7 of the Reference Form, the Company has D&O, contracted with the Insurer Zurich Minas Brasil Seguros S/A, for the period from November 18, 2024 to November 18, 2025, with premium value of approximately US$ 68,000.00, 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 7.7 of the Reference Form.
8.17 - Regarding the pastthree fiscal years and the forecast for the current fiscal year, indicate the percentage of the total compensation of each body recognizedin the issuer’s income referring to members of the board of directors, board of officers or fiscal council who are parties relatedto the direct or indirect controlling shareholders, as defined by the accounting rules dealing with this matter
| Forecast for December 31, 2025 | |||||
|---|---|---|---|---|---|
| Body | No. of Members who are related parties | Related Party’s Compensation | Total Compensation of the Body | % | |
| Board of Directors | 6,00 | - | 23.928.712 | 0% | |
| Fiscal Council | - | - | 2.455.546 | 0% | |
| Statutory Board of Officers | - | - | 225.619.847 | 0% | |
| Total | 6,00 | - | 252.004.105 | 0% | |
| December 31, 2024 | |||||
| Body | No. of Members who are related parties | Related Party’s Compensation | Total Compensation of the Body | % | |
| Board of Directors | 6,00 | - | 19.618.533 | 0% | |
| Fiscal Council | - | - | 2.210.859 | 0% | |
| Statutory Board of Officers | - | - | 136.774.933 | 0% | |
| Total | 6,00 | - | 158.604.325 | 0% | |
| ****<br><br> <br>December 31, 2023 | |||||
| Body | No. of Members who are related parties | Related Party’s Compensation | Total Compensation of the Body | % | |
| Board of Directors | 6,00 | - | 18.764.227 | 0% | |
| Fiscal Council | - | - | 2.128.919 | 0% | |
| Statutory Board of Officers | - | - | 114.208.575 | 0% | |
| Total | 6,00 | - | 135.101.720 | 0% | |
| ****<br><br> <br>December 31, 2022 | |||||
| Body | No. of Members who are related parties | Related Party’s Compensation | Total Compensation of the Body | % | |
| Board of Directors | 4,00 | - | 22.844.255 | 0% | |
| Fiscal Council | - | - | 1.996.508 | 0% | |
| Statutory Board of Officers | - | - | 95.335.200 | 0% | |
| Total | 4,00 | - | 120.175.963 | 0% |
8.18 - Regarding the pastthree fiscal years and the forecast for the current fiscal year, indicate the amounts recognized in the issuer’s income as compensationfor members of the board of directors, board of officers or fiscal council, grouped by body, for any reason other than their positionin the company, such as, for example, commissions and consulting or advisory services provided
There are no amounts recognized in the Company’s results for the last three fiscal years, nor forecast for the current fiscal year, as compensation for members of the Board of Directors, Executive Board or the Supervisory Board other than the positions they hold, 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 own positions.
8.19 - Regarding the pastthree fiscal years and the forecast for the current fiscal year, indicate the amounts recognized in the income of direct or indirect controllingshareholders, companies under common control and companies controlled by the issuer as compensation of members of the issuer’s boardof directors, board of officers or fiscal council, grouped by body, specifying the title to which such amounts were attributed to suchindividuals
The alternate members and four effective members of the Board of Directors of the Company, which are also Controlling Shareholder’s managers, are directly compensated by the Controlling Shareholder specifically for the performance of their attributions as managers of the Controlling Shareholder, as below:
Forecast for the current fiscal year (2025)*
| Board of<br><br> <br>Directors ^(i)^ | Statutory Board of Officers | Fiscal Council | Total^(ii)^ | |
|---|---|---|---|---|
| Direct and indirect controlling shareholders | 580.245.785 | 33.046.672 | - | 613.292.457 |
| Companies controlled by the issuer | - | - | - | - |
| Companies under common control | - | - | - | - |
* The information above is based on the best estimate of ABI considering the data of the fiscal year ended in 12/31/2024.
Fiscal Year ended December 31, 2024
| Board of<br><br> <br>Directors ^(i)^ | Statutory Board of Officers | Fiscal Council | Total^(ii)^ | |
|---|---|---|---|---|
| Direct and indirect controlling shareholders | 554.727.944 | 68.412.216 | - | 623.140,161 |
| Companies controlled by the issuer | - | - | - | - |
| Companies under common control | - | - | - | - |
Fiscal Year ended December 31, 2023
| Board of<br><br> <br>Directors ^(i)^ | Statutory Board of Officers | Fiscal Council | Total^(ii)^ | |
|---|---|---|---|---|
| Direct and indirect controlling shareholders | 449.713.650 | 59.728.766 | - | 509.442.416 |
| Companies controlled by the issuer | - | - | - | - |
| Companies under common control | - | - | - | - |
Fiscal Year ended December 31, 2022
| Board of<br><br> <br>Directors ^(i)^ | Statutory Board of Officers | Fiscal Council | Total^(ii)^ | |
|---|---|---|---|---|
| Direct and indirect controlling shareholders | 260.507.502 | 46.625.719 | - | 307.133.221 |
| Companies controlled by the issuer | - | - | - | - |
| Companies under common control | - | - | - | - |
(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.
8.20 – Provide otherinformation that the issuer deems relevant
Clawback Policy
On October 19, 2023, the Company adopted a clawback policy that applies to incentive-based compensation received by certain executives (which currently comprise the members of the Board of Officers). Under this policy, “incentive-based compensation” is defined broadly to include any compensation that is granted, received or vested based wholly or in part upon the attainment of a financial reporting measure (e.g., variable compensation related to the performance (bonus) and to the Restricted Shares). The policy provides that in the event the Company is required to prepare an accounting restatement of the financial statements due to the material noncompliance with any financial reporting requirements under the applicable securities laws, it will recover, from the respective Executive Officers (on a pre-tax basis), any incentive-based compensation received by such executives on or after October 2, 2023, and during the three fiscal years preceding the date the restatement was required, that exceeds the amount of incentive-based compensation that otherwise would have been received had such compensation been determined according to the applicable accounting restatement, subject to limited exceptions. The recovery of such compensation will apply regardless of whether any misconduct occurred and without regard to whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for such restatement.
The Clawback Policy can be found at the CVM website and at the Investor Relations website of the Company (https://ri.ambev.com.br).
In addition to the foregoing, there is no other relevant information regarding this item 8.
***
ExhibitB.I – Report on the Changes to the Bylaws and the Restated Bylaws
(as article 12 of CVM Resolution 81/22)
| 1. | Report on Changes to the Bylaws: | |
|---|---|---|
| CURRENT<br><br> <br>ARTICLES OF THE BYLAWS | PROPOSED CHANGES<br><br> <br>(WITH MARKS) | JUSTIFICATION |
| --- | --- | --- |
| CHAPTER II<br><br> <br>CAPITAL STOCK AND SHARES | CHAPTER II<br><br> <br>CAPITAL STOCK AND SHARES | |
| Article 5 – The capital stock is of R$ 58.177.928.601, 85, divided into 15.753.833.284 ações registered common shares, without par value. | Article 5 – The capital stock is of ~~R$ 58.130.517.165,22~~ R$ 58.275.086.270,41, divided into ~~15.750.216.851~~ 15.761.638.756 registered common shares, without par value. | Reflect the capital increases approved by the Company's Board of Directors, within the authorized capital limit until the date of the General Meeting. |
| 2. | Restated Bylaws: | |
| --- | --- |
“AMBEV S.A.
CNPJ/ME [National Corporate Taxpayers Register of the Ministry of Economy] No. 07.526.557/0001-00
NIRE [Corporate Registration Identification Number] 35.300.368.941
Openly Held Company
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 Bylaws 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 the 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:
| 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, 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 Bylaws; |
| --- | --- |
| 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) | the exportation of its products; |
| --- | --- |
| l) | the direct or indirect exploration of bars, restaurants, luncheonettes and similar places; |
| --- | --- |
| m) | the contracting and/or the rendering of logistics services, including warehousing, stock management in storages owned by the Company or by third parties, general warehouse operation 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; |
| --- | --- |
| q) | the sale and/or distribution, directly or through third parties, of household, commercial and/or personal consumer products in general, without restriction; and |
| --- | --- |
| r) | the creation, development, licensing, exploitation, commercialization, including leasing of computerized systems (software), customizable or not, and/or any technological solution that enables the rendering of services, contents and/or commercialization of products by any electronic means or of communication, as well as the rendering of consulting services, technical assistance and training related to the use of systems and solution developed or sold by the Company. |
| --- | --- |
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$ 58.177.928.601, 85~~58.275.086.270,41, divided into ~~15.753.833.284~~15.761.638.756 registered 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 Bylaws, 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 No. 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 No. 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 No. 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 No. 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 Bylaws.
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 Bylaws.
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: (i) two members; or (ii) twenty percent (20%) of the total number of members of the Board of Directors of the Company, whichever is greater, 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 have business relationships, including 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, an associated company 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, partner or straight-line or collateral relative up to second degree of any manager of the Company, of a company controlled by the Company, of the Controlling Shareholder, of a manager 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, an associated company 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); |
| --- | --- |
g) he/she must not have his/her voting exercise in the meetings of the Board of Directors bound by a shareholders’ agreement whose purpose are matters related to the Company;
| h) | he/she must not have founded the Company nor has significant influence over it. |
|---|
Paragraph 6 - Directors elected pursuant to art. 141, paragraphs 4 and 5, of Law No. 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 annual long-term strategic plans 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); |
| --- | --- |
| q) | 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; |
| --- | --- |
| r) | 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; |
| --- | --- |
| 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 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; |
| --- | --- |
| t) | 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) | 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) | resolve on the issuance of Trade Promissory Notes for public distribution, pursuant to CVM Ruling No. 134; |
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| w) | 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 No. 6,404/76 |
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| x) | 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) | perform the other legal duties assigned thereto at the Shareholders’ Meeting or in these Bylaws; and |
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| z) | resolve on any cases omitted by these Bylaws and perform other attributions not conferred on another body of the Company by the law or these Bylaws. |
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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 and Compliance Vice President Officer, (x) one shall be the Beyond Beer Vice President Officer, (xi) one shall be the Information Technology Vice President Officer and (xii) 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 Bylaws 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:
| 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 |
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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. |
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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. |
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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. |
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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 and Compliance 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; |
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| c) | implement, manage and operationalize the Company’s compliance program, ensuring compliance, effectiveness and continuous improvement; |
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d) investigate any allegations of violations to the Company’s compliance program; and
| e) | exercise the other prerogatives conferred upon it by the Board of Directors. |
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Paragraph 1 – It is granted to the Legal and Compliance Vice-President Officer, in the exercise of his/her duties, direct access to the Board of Directors
Article 33 – It is the Beyond Beer Vice President Officer’s responsibility to:
| a) | coordinate and supervise the beverage sectors other than beer, i.e. involving other alcoholic and non-alcoholic drinks, and establish their 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 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 35 – 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 36 – 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 37 – 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 Bylaws 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 Bylaws apply to the members of the Fiscal Council.
Article 38 – 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 39 – The fiscal year shall have the duration of one year and shall end on the last day of December of each year.
Article 40 – 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 41 – 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 |
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| b) | the statutory participation of the management, up to the maximum legal limit. |
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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; |
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| 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 |
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| 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. |
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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 42 – 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 43 – 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 44 – The Company shall comply with the shareholders' agreements registered as provided for in article 118 of Law No. 6,404/76.
Article 45 – 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 an d 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 ExtraordinaryShareholders' Meeting held on April 29 ~~30~~,~~2024~~ 2025.
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