Skip to main content

AMBEV S.A.

For the period ended Sep 30, 2026. Filed Jul 31, 2026.

View on SEC.gov

About this filing

What a company based outside the US has published at home or sent to its shareholders. It is how many foreign companies share results and news between annual reports.

Sep 30, 2026 · Filed Jul 31, 2026

Use the contents to explore the available documents and sections.

ABEV$2.790.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

2.2 Composition

2.2.1The bylaws shall establish that: (i) the Board of Directors shall be composed, in its majority, by external members, having, at least, one third of independent members; (ii) the Board of Directors shall assess and disclose, on an annual basis, who are the independent directors, as well as indicate and justify any circumstances that may compromise their independence.

The Company’s bylaws, approved by the Extraordinary Shareholders’ Meeting held on April 30, 2026, expressly provides in its article 15, paragraph 3, that the Board of Directors shall be composed, in its majority, by external members, who may or may not be considered independent members. The bylaws also sets forth that at least 2 or 20% of the members of the Board of Directors of the Company, whichever is greater, shall necessarily be independent.

Even though the bylaws does not provide that the Board of Directors shall evaluate and disclose on an annual basis who are the independent members, it clearly defines in its article 15, paragraphs 5 and 6, the requisites that shall be met for a member to be considered independent. According to such provision, the members considered independent are those “elected in accordance to article 141, paragraphs 4 and 5 of Law No. 6,404/76”, as well as those that comply with the following requirements: “(a) he/she must not be a ControllingShareholder, 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) do not have commercial 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, affiliate company (coligada) 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 relative, straight or collateral, up to second degree of any manager of the Company, of a company controlled by the Company, of the Controlling Shareholder, 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, affiliate company (coligada) 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 their vote in the Board of Directors meetings bound by a shareholders' agreement whose purpose is to regulate matters related to the Company, and (h) he/she must not have founded the Company and have significant influence over it.”

The independence criteria are verified at the moment of the election of directors, and the independent directors are identified as such in the minutes of the meeting that elected them, as well as in the Reference Form of the Company. Additionally, even though there is not statutory obligation in this regard, such independence criteria are verified by the Board of Directors, in line with its minimum agenda.

2.2.2The board of directors shall approve an appointment policy that establishes: (i) the process for the appointment of members of the Board of Directors, including the need of participation of other bodies of the company in the referred process; and (ii) that the formation of the Board of Directors shall take into account the availability of time of its members for the exercise of their functions and the diversity of knowledge, experiences, behaviors, cultural aspects, age range and gender.

Despite the fact that the Company currently doesn’t have a formal appointment policy, all members of its Board of Directors must have, as set forth by law, a sound reputation, and no person may be elected if (i) is prevented by special law, or convicted of bankruptcy crime, malfeasance, bribery, extorsion, embezzlement, crimes against popular economy, public faith or property, or a felony that prevents, even temporarily, access to public office, (ii) sentenced to suspension or temporary disqualification as applied by the CVM, the Brazilian Central Bank, the Superintendence of Private Insurance and/or any final and unappealable conviction, at the judicial or administrative level, which makes he/she ineligible for the management position of a publicly-held company, (iii) holds a position in a company that may be considered a competitor of the Company, and does not have, nor does represent a conflicting interest with that of Ambev, and (iv) is considered a politically exposed person, under the terms of CVM Resolution No. 50/21.

Additionally, the Shareholders’ Agreement establishes, as a basic guiding principle of the performance of the controlling shareholders, that the management of the businesses of the Company shall be exercised by experienced and qualified professionals who meet the requirements necessary for the offices held by them.

All current members of the Board of Directors are professionals with different educational backgrounds, wide professional experience, deep knowledge of the market in which the Company performs, availability of time compatible with the function and ambassadors of the culture and of the principles of the Company.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.