AMBEV S.A.

CNPJ [National Register of Legal Entities] No. 07.526.557/0001-00 NIRE [Corporate Registration Identification Number] 35.300.368.941

(the "Company")

Extract of the Minutes of the Meeting of the Board of Directors of Ambev S.A.

held on March 29, 2021, drawn up in summary form

  • 1. Date, Time and Venue. On March 29, 2021, starting at 10:00 a.m., by videoconference, as authorized by article 19, paragraph 1st, of the Company's bylaws.

  • 2. Call and Attendance. Call notice duly made pursuant to the Company's bylaws. Meeting with attendance of Messrs. Victorio Carlos De Marchi and Carlos Alves de Brito, copresidents, and Messrs. Milton Seligman, Roberto Moses Thompson Motta, Nelson José Jamel, Fernando Mommensohn Tennenbaum, Lia Machado de Matos, Fabio Colletti Barbosa, Antonio Carlos Augusto Ribeiro Bonchristiano, Marcos de Barros Lisboa and Claudia Quintella Woods,.

  • 3. Board. Chairman: Victorio Carlos De Marchi; Secretary: Letícia Rudge Barbosa Kina.

  • 4. Resolutions. It was unanimously and unrestrictedly resolved by the Directors:

    4.1. Proposal for the Allocation of Net Profits - FY 2020. To approve the submission to the Company's shareholders on the next Ordinary Shareholders' Meeting of the Company the following proposal on the net profit allocation for the fiscal year ended on December 31, 2020:

    Net Profits

    R$ 11,379,394,019.03

    Amount allocated to the Tax Incentives Reserve

    R$ (1,332,751,795.49)

    Amount allocated to payment of dividends and / or interest on own capital (gross), declared based on the net profit relating to the fiscal year ended December 31, 2020

    R$ (7,716,366,664.66)

    Amount allocated to the Investments Reserve(1)

    R$ 3,713,041,678.34

    (1) Including values relating to (i) reversion of effects of the revaluation of fixed assets in the amount of R$ 11,823,167.53; (ii) effect of application of IAS 29/CPC 42 (hyperinflation) in the amount of R$ 1,344,887,000.00; and (iii) expired dividends in the amount of R$ 26,055,951.93, as detailed in Exhibit A.II to the Management Proposal.

    4.2. Compensation of Management and Members of the Fiscal Council - 2021. To approve the submission to the Company's shareholders in the next Ordinary Shareholders'

    Meeting the following proposal on maximum limit for the overall compensation of the

    Company's management and members of the Fiscal Council for the fiscal year of 2021 (i.e.,

    between January 1st, 2021 and December 31, 2021):

    - Overall compensation of the managers in the total amount of up to R$ 123,529,137.63; and

    - Overall compensation of the Fiscal Council in the annual amount of up to R$ 1,845,504.00, being the compensation due to the alternates equivalent to half of the amount received by the effective members, in accordance with Law No. 6,404/76.

Forecast for 2021*

Board of Directors

Board of Officers

Fiscal Council

Total

No. of Members

13.00

13.00

6.00

32.00

No. of members receiving compensation

8.33

13.00

6.00

27.33

Annual Fixed Compensation

Salary/fees

6,775,028.00

18,260,927.00

1,845,504.00

26,881,459.00

Variable Compensation

Profit sharing

4,687,313.00

35,380,305.00

-

40,067,618.00

Post-Employment Benefits

-

809,886.61

-

809,886.61

Termination Benefits

5,347,790.19

-

-

5,347,790.19

Share-based compensation, including stock options

8,745,928.67

43,521,959.16

-

52,267,887.83

Total compensation

25,556,059.85

97,973,077.77

1,845,504.00

125,374,641.63

(*) According to CVM's guidance (Circular-Notice/CVM/SEP/No. 01/2021), the global compensation of the management must be net of employer's payroll charges.

4.3. Amendment to the Bylaws. To approve the submission to the Company's shareholders in the next Extraordinary General Meeting of the following proposals to amend the Company's bylaws: (i) amend the heading of article 2 to reflect the change in the management body responsible for deciding on the opening, maintenance and closure of branches, offices, deposits or representation agencies of the Company; (ii) amend items "b", "h", "i" and "m" and include items "o" and "p", all of article 3 to detail in the corporate purpose the ancillary activities related to the main activities performed by the Company;

(iii) amend the heading of article 5 in order to reflect the capital increases approved by the Board of Directors within the authorized capital limit, up to the date of the Shareholders'

Meeting; (iv) amend item "s" of article 21 to specify the competence of the Board of

Directors when deciding on the participation of the Company in other companies and ventures; and (v) restate the Company's Bylaws, in order to reflect the adjustments arising from such changes.

4.4. Call Notice of the Ordinary and Extraordinary Shareholders' Meetings of the

Company. To approve the call notice of the Company's Ordinary and Extraordinary

Shareholders' Meetings in order to submit to the Company's shareholders the agenda

provided on the Call Notice, attached hereto as Exhibit I.

4.5. Capital Increase - Stock Option Plan - 2016.1 Program. To approve, within the limit of the authorized capital and pursuant to the terms of Article 6 of the Company's Bylaws

and Article 168 of Brazilian Law No. 6,404/76, the issuance of 4,010,408 new common shares, for the total issuance price of R$ 73,189,946.00, through the capitalization of the capital reserve balance, as a result of which the capital stock will increase from R$ 57,899,072,773.68 to R$ 57,972,262,719.68, due to the exercise of options granted in accordance with the terms of the "First Stock Option Program for the year 2016", approved by the Board of Directors on March 2, 2016, within the scope of the Stock Option Plan of the Company approved in the Extraordinary Shareholders' Meeting held on July 30, 2013

("Stock Option Plan"). As a result, the capital stock is now divided into 15,739,128,373 registered common shares with no par value.

4.6. Capital Increase - Stock Option Plan - 2021.1 Program. As a result of the exercise of options granted under the "First Stock Option Program for the year 2021", approved by the

Board of Directors on February 9 and 10, 2021, within the scope of the Stock Option Plan, to approve and homologate, within the limit of the authorized capital and pursuant to the terms of Article 6 of the Company's Bylaws and Article 168 of Brazilian Law No. 6,404/76, the issuance of 114,929 new common shares, for the total issuance price of R$ 1,611,304.58, as a result of which the capital stock will increase from R$ 57,972,262,719.68 to R$ 57,973,874,024.26. As a result, the capital stock is now divided into 15,739,243,302 registered common shares with no par value.

The new shares issued pursuant to items 4.5 and 4.6 above shall participate, under equal conditions with the other shares, of all the benefits and advantages that may be declared as of the date hereof.

5.

Closure. With no further matters to be discussed, the present Minutes were drawn up and duly executed.

São Paulo, March 29, 2021.

/s/ Victorio Carlos De Marchi

/s/ Carlos Alves de Brito

/s/ Milton Seligman

/s/ Roberto Moses Thompson Motta

/s/ Nelson José Jamel

/s/ Fernando Mommensohn Tennenbaum

/s/ Lia Machado de Matos

/s/ Fabio Colletti Barbosa

/s/ Antonio Carlos Augusto Ribeiro

/s/ Marcos de Barros Lisboa

Bonchristiano

/s/ Claudia Quintella Woods

/s/ Letícia Rudge Barbosa Kina

Secretary

EXHIBIT I

AMBEV S.A.

CNPJ [National Corporate Taxpayers Register] No. 07.526.557/0001-00

NIRE [Corporate Registration Identification Number] 35.300.368.941

ORDINARY AND EXTRAORDINARY GENERAL MEETINGS

CALL NOTICE

The shareholders of Ambev S.A. ("Company") are invited to attend the Ordinary and

Extraordinary General Meetings ("AGOE") to be held on April 29, 2021, at 2:00 p.m., at the

Company's headquarters, located at Rua Dr. Renato Paes de Barros, 1,017, 4 floor, Itaim Bibi, in the City and State of São Paulo, to resolve on the following agenda:

  • (a) Ordinary General Meeting:

    • (i) analyze and approve the management accounts, with examination, discussion and voting on the financial statements related to the fiscal year ended December 31, 2020;

    • (ii) discuss the allocation of the net profits for the fiscal year ended December 31, 2020 and ratification of the payment of interest on own capital and dividends related to the fiscal year ended December 31, 2020, approved by the Board of Directors at the meetings held, respectively, on December 9 and 21, 2020;

    • (iii) elect the effective and alternate members of the Fiscal Council for a term in office of one (1) year, which shall end on the Ordinary General Meeting to be held in 2022; and

    • (iv) establish the overall compensation of the management and of the members of the Fiscal Council for the fiscal year of 2021.

  • (b) Extraordinary General Meeting:

    • (i) amend the Company's bylaws to:

      (a) amend the heading of article 2 to reflect the change in the management body responsible for approving the opening, maintenance and closure of branches, offices, deposits or representation agencies of the Company,

      • (b) amend items "b", "h", "i" and "m" and add items "o" and "p", all in article 3, to

        include in the corporate purpose of the Company ancillary activities related to the core activities developed by the Company,

      • (c) amend the heading of article 5 in order to reflect the capital increases approved by the Board of Directors up to the date of the Shareholders' Meeting, within the authorized capital limit,

      • (d) amend item "s" of article 21 to specify the competence of the Board of Directions

        in deciding on the participation of the Company in other companies and ventures; and

    • (ii) consolidate the Company's by-laws.

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

AmBev SA published this content on 29 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2021 21:50:01 UTC.