EX-11.2 3 exhibit11_2.htm EXHIBIT 11.2 exhibit11_2.htm - Generated by SEC Publisher for SEC Filing  

 

Exhibit 11.2

 

Manual on Disclosure and Use of Information and Policy

for the Trading with Securities Issued by Ambev S.A.

 

 

 

Ambev S.A.’s (“Ambev” or “Company”) policies on relations with investors and the market in general have always been based on the principle of transparency, and the Company’s conduct is guided by the principle of full disclosure of the available information regarding its business activities. Ambev adheres at all times to the highest standards of compliance with the statutes and regulations applicable to public companies which trade their securities in Brazil and abroad.

 

Considering the regulations of the Brazilian Securities and Exchange Commission (“CVM”) with respect to disclosure of information to the investing public, the Board of Directors of Ambev consolidated the Company’s best practices in a Manual designed to regulate the conduct of managers, persons and legal entities who, on account of their professional relationships, may have access to inside information related to Ambev.  This Manual, therefore, comprises the best practices with regards to disclosure and use of information (Part I) and to the trading with securities issued by Ambev (Part II).

 

Sections I, II and III of Part I of the Manual deal with the use, communication and disclosure of material information involving the businesses and affairs of Ambev, as a result of decisions made by its management or controlling shareholders, among others, that may impact trading with the securities of Ambev in the market.  These Sections define certain duties and responsibilities intended to ensure that information regarding material acts or facts receive fair treatment, either within Ambev or with respect to its transmission to market participants.

 

Section IV of Part I of the Manual deals with the communication of information regarding trading with securities by Ambev’s managers, members of its fiscal council and of any technical or consulting bodies that may be created by provisions in its bylaws, and by any persons or entities related thereto, as well as the procedures to be followed in this regard.

 

The following Section V regulates the communication and disclosure of changes in the ownership interests held by Ambev’s direct or indirect controlling shareholders and by shareholders who elect members to Ambev’s board of directors or fiscal council, whenever the respective purchase or sale transaction involves an ownership interest deemed to be material.

 

In order to prevent misuse of privileged information, Part II of the Manual establishes the policy for the trading with Ambev’s securities to be followed whenever disclosure of a material act or fact is eminent, as well as during certain periods determined by the CVM Ruling No. 358/02, as amended. The restrictions imposed by such policy apply not only to the controlling shareholders and the managers of Ambev, but also to various other persons and entities who, on account of their professional relations, may have access to privileged information regarding Ambev, thus gaining a advantageous position vis-à-vis market investors. 

 

As permitted by CVM Ruling No. 358/02, Ambev approved a trading policy that, within the legal limits, makes the restrictions provided in such Ruling more flexible.  Such trading policy adopts certain mechanisms that ensure transparency of, and control over, trading with securities issued by Ambev, so as to avoid any possible presumption of misuse of privileged information.

 

The persons or entities subject to the obligations and duties provided in this Manual must adhere to it by executing a Joinder Agreement.

 

Any questions concerning the applicability of this Manual shall be addressed to Ambev’s Investor Relations Officer.

 

 

Ambev S.A.

 


 

 

 
 

 

Part I

Section I

 

 

Purpose and

Scope

 

The purpose of this Manual, whose defined terms can be found in Schedule I hereto, is to establish high standards of conduct and transparency to be obligatorily followed by the Bound Persons and the Controlling Shareholders, in order to align the Company’s internal policies with the principle of transparency and the best practices of conduct regarding the use and disclosure of Privileged Information and the trading with Securities of the Company.

 

 

 

The above-mentioned persons and entities are required to execute a Joinder Agreement to this Manual, in accordance with the terms of Section 15, Paragraph 1, item I, and Section 16, Paragraph 1 of CVM Ruling No. 358/02, and in the form attached hereto as Schedule II.

 

 

 

The Company will keep at its headquarters a list of the persons and entities that have executed the Joinder Agreement, with their qualification information, position or function, address and registration number with the Brazilian Federal Taxpayers’ Registry or Individual Taxpayers’ Registry. Such list will available to CVM at all times.

 

 

Section II

 

 

Principles

 

All persons subject to this Manual shall conduct themselves in keeping with the values of good faith, loyalty and accuracy, as well as to the general principles set forth herein.

 

 

 

All efforts towards market efficiency must aim at assuring that competition among investors for optimal returns be based on analysis and interpretation of disclosed information and never on the privileged access to such information.

 

 

 

The persons subject to this Manual must bear in mind that transparent, accurate and timely information is the main tool available to the investing public, particularly to the shareholders of the Company, for ensuring necessary equitable treatment.

 

 

 

The Company’s relation with participants and opinion makers of the securities market must be consistent and transparent.

 

 

 

 

The persons subject to the provisions of this Manual are obliged to ensure that disclosure of information regarding the financial standing of the Company is correct, complete and continuous, developed by the competent managers incumbent with such duties, and that such information includes data regarding changes in the equity interests such persons hold in the Company’s capital stock, as provided in this Manual and in applicable regulations.

 

 

Section III

Policies on Disclosure and Use of Information related to Material Act or Fact

 

 

Obligations towards the Investor Relations Officer

 

CVM Ruling No. 358/02 created a system that assigns responsibility for the use, communication and disclosure of Material Acts or Facts related to public companies. In this regard, the Investor Relations Officer is the primary responsible for the communication and disclosure of Material Acts or Events.

 

 

 

In order to ensure that the Investor Relations Officer will be able to comply with its duties, certain obligations have been created for certain persons linked to the Company, requiring them to communicate to the Investor Relations Officer any Material Act or Fact of their knowledge, so as to permit the Investor Relations Officer to take action accordingly.

 

 
 

 

 

Purpose of Disclosure of Material Act or Fact

 

The disclosure of a Material Act or Fact seeks to provide investors with the information they need to make investment decisions, in a timely, efficient and reasonable manner while preserving maximum symmetry with respect to the dissemination of information. This prevents persons having access to privileged information to use such information in the securities market for their own benefit or for the benefit of third parties, to the detriment of investors in general, the market or the Company itself.

 

Definition of Material Act or Fact

 

A “Material Act or Fact” within the meaning of Section 155, Paragraph 1, of the Brazilian Corporation Law No. 6,404/76 and Section 2 of CVM Ruling No. 358/02 is: (a) any decision by the Controlling Shareholder(s), and any resolution by the shareholders’ meeting or the management bodies of the Company; or (b) any other political, administrative, technical, commercial, economic or financial act or fact occurring or relating to the business of the Company that may have a significant effect on:

(i)

the quoted price of the Securities;

(ii)

the decision of investors to purchase, sell or hold such Securities; or

(iii)

the decision of investors to exercise any rights inherent to the holding of such Securities.

 

Examples of Material Act or Fact

 

Section 2 of the CVM Ruling No. 358/02 provides a non-exhaustive list of examples of Material Acts or Facts, which does not need to be repeated herein. In any case, the materiality of events pertaining to a Material Act or Fact must be analyzed in the context of the normal course of business and dimensions of the Company, as well as in the context of the information previously disclosed, and not in abstract, so as to avoid trivialization of the disclosure of Material Acts or Facts to the detriment of the quality of the analysis, by the market, of the Company’s prospects.

 

Internal Procedures for Communication and Disclosure of Material Act or Fact

 

All information on Material Acts or Facts of the Company will be centralized in the Investor Relations Officer, who is the person responsible for disclosure and communication of Material Acts or Facts (CVM Ruling No. 358/02, Section 3).

 

 

 

The Controlling Shareholders, the Managers, the Fiscal Council, the Employees and Executives with access to Privileged Information, and the members of any Technical or Consulting Bodies of the Company who have executed the Joinder Agreement must communicate all Material Acts or Facts of their knowledge to the Investor Relations Officer, who, in the terms of this Manual, is the person responsible for its disclosure to the appropriate bodies and release to the press.

 

Public Meetings with Investors and Analysts

 

The meetings with class entities, investors, analysts or to a select audience either in Brazil or abroad regarding matters that may constitute Privileged Information must be attended by the Chairman or the Co-Chairmen of the Board of Directors, as the case may be, the Chief Executive Officer, or the Investor Relations Officer, or another person appointed for such purpose. Otherwise, the contents of such meetings, to the extent that it constitutes Privileged Information, shall be reported to the Investor Relations Officer, in order for such Privileged Information to be simultaneously disclosed to the market.

 

 

 

Responsibility for Omission

 

The Managers, the Controlling Shareholders, the Fiscal Council Members, the Employees and Executives with access to Privileged Information, or any member of other Technical or Consulting Bodies of the Company, who have executed the Joinder Agreement and who have personal knowledge of a Material Act or Fact will be required to communicate such Material Act or Fact to the Investor Relations Officer. If after such communication (and where no decision has been made to maintain confidentiality, under the terms of Section 6 of the CVM Ruling No. 358/02) any of the foregoing persons or entities detect that the Investor Relations Officer has failed to fulfill its duty to communicate and disclose such information, they will only be released from responsibility if they promptly communicate the Material Act or Fact in question to CVM.

 

 
 

 

 

When to Communicate and Disclose - Terms

 

Whenever possible, disclosure of a Material Act or Fact will be made before the opening or after the closing of trading on the Stock Exchanges in Brazil or abroad. In the case of incompatibility, the trading hours of the Brazilian market will prevail.

 

 

 

As for the terms for communicating and disclosing information, the Investor Relations Officer shall also comply with the following:

 

 

(i)

communicate and disclose a Material Act or Fact occurring or relating to the Company’s business promptly after its occurrence (CVM Ruling No. 358/02, caputof Section 3);

(ii)

communicate and disclose a Material Act or Fact previously or simultaneously to the entire market, through any given means of communication, including disclosure of information to the press or at meetings held with class entities, investors, analysts or to select audience in Brazil or abroad (CVM Instruction No. 358/02, Section 3, Paragraph 3); and

(iii)

evaluate the need to request to the Brazilian and foreign Stock Exchanges, always simultaneously, the suspension of the trading with the Securities for the time required for proper dissemination of the Privileged Information, in case it is imperative that the disclosure of a Material Act or Event be made during trading hours (CVM Ruling No. 358/02, Section 5, Paragraph 2).

 

Who to Communicate

 

Information on a Material Act or Fact must be communicated simultaneously to:

 

(i)              CVM;

 

(ii)             SEC; and

 

(iii)            the Stock Exchanges.

 

 

Method of Disclosure - Newspapers and Internet

 

Disclosure of a Material Act or Fact involving the Company shall be made through publication in the website of Valor Econômico newspaper in the internet, that shall make available to the public, free of charge, such Material Act or Fact in its entirety at “www.valor.com.br/fatosrelevantes” (CVM Ruling No. 358/02, Section 3, Paragraph 4, II).

 

 

 

The Material Act or Fact shall also be disclosed at the Company´s investors’ relations website “http://ri.ambev.com.br”, through CVM electronic system available at CVM website “http://www.cvm.gov.br” and to the stock exchanges where securities issued by the Company are negotiated.

 

The Investor Relations Officer may determine the additional disclosure of the Material Act or Fact through publication in newspapers of wide-circulation normally used by the Company. Such publication may be made in summary form, provided that it indicates the addresses on the internet where the complete information is available to all investors, at least to the same extent as disclosed to CVM, the Stock Exchanges and SEC.

 

 

 
 

 

 

Privileged Information and Confidentiality Duty

 

The Controlling Shareholders, the Managers, the Fiscal Council Members, the Employees and Executives with access to Privileged Information, or any member of other Technical or Consulting Bodies of the Company, as well as persons who have executed the Joinder Agreement by virtue of their title, function or position within the Controlling Person, the Controlled Companies and the Affiliated Companies will have the duty to (i) maintain confidential the information related to a Material Act or Fact to which they have had privileged access, up until its disclosure to the market, and (ii) see that their subordinates and relying third parties act likewise, being jointly and severally responsible, with such persons, for any breach of the confidentiality duty (CVM Ruling No. 358/02, Section 8).

 

 

 

For guidance purposes, in case of doubt as to the relevance of any Privileged Information, the Investor Relations Officer shall be contacted to clarify any doubts.

 

Nondisclosure as Exception to the Rule

 

The general rule regarding Material Acts or Facts is that they must be promptly communicated and disclosed. In any case, not communicating and disclosing a Material Act or Fact constitutes an exception that shall be subject to specific analysis (CVM Ruling No. 358/02, caput of Section 6).

 

 

 

However, there are exceptional cases where indistinct disclosure of Privileged Information constituting a Material Act or Fact could jeopardize the Company’s legitimate interest.

 

Procedures in Case of Nondisclosure of a Material Act or Fact by the Company

 

In such cases, nondisclosure of a Material Act or Fact related to the Company will be subject to the decision of the Controlling Shareholders or the Managers of the Company, as a case may be (CVM Ruling No. 358/02, caput of Section 6).

 

 

 

Should the Material Act or Fact in question relate to transactions that directly involve the Controlling Shareholders and such Controlling Shareholders decide not to disclose it, then they shall inform the Company’s Investor Relations Officer of such decision.

 

 

 

Even when the Managers and the Controlling Shareholders have made a decision not to disclose a Material Act or Fact, they will be required to promptly disclose such Material Act or Fact, either directly or through the Investor Relations Officer, if they lose control over the information or in case of unusual fluctuations of the quotes, prices or trading amounts of the Securities of the Company (CVM Ruling No. 358/02, Section 6, Sole Paragraph).

 

Request to CVM to Maintain in Confidence

 

The Managers and the Controlling Shareholders may submit to CVM their exceptional decision to maintain confidential a Material Act or Fact that, if disclosed, would in their judgment pose a manifest risk to the legitimate interests of the Company (CVM Ruling No. 358/02, Section 7).

 

 

 
 

 

 

Section IV

Procedures for Communication of Information on

Trading by Managers and Related Persons

 

 

 

 

The procedures for communication of information on trading with the Company’s Securities provided in this Section are based on Section 11 of CVM Ruling No. 358/02.

 

 

 

The Managers, the Fiscal Council Members and the members of Technical or Consulting Bodies of the Company will be required to communicate the Securities of the Company, or of its Controlling Persons or Controlled Companies, in the latter two cases only if regarding public companies, whether held by them, directly, or by Related Persons, as well as any changes in such holdings.

 

 

 

Such communication will be made to the Investor Relations Officer of the Company, and then by such Officer to CVM and the Stock Exchanges, in the terms provided by CVM.

 

 

 

Such communication to the Company must be made (i) in the first business day immediately after their investiture in office, and (ii) within no more than five (5) days after each trading.

 

 

 

Section V

Procedures for Communication and Disclosure of

Purchase or Sale of Material Ownership Interest

 

 

 

 

The procedures for communication and disclosure of information on trading with Securities of the Company involving a material ownership interest, as provided in this Section, are based on Section 12 of CVM Ruling No. 358/02.

 

 

 

An ownership interest will be deemed to be material when it corresponds to the direct or indirect holding of five percent (5%) or more of a given class or type of shares of the capital stock of the Company, or of rights over the shares and other Securities issued by the Company.

 

 

 

The direct or indirect Controlling Shareholders as well as the shareholders who elect members to the Board of Directors or the Fiscal Council of the Company must communicate and disclose information regarding purchases, sales or termination of material ownership interests.

 

 

 

In case there is an intention to alter the corporate control or the management structure of the Company, or in case of a purchase that gives rise to a tender offer obligation, the purchaser shall disclose the information referred to in items I to IV of the caput of Section 12 of the CVM Ruling No. 358/02, through the press, in accordance with Section 3 of such Ruling.

 

 

 

 

Communication to CVM and the Stock Exchanges shall be made promptly after the ownership interest mentioned in this Section is reached, having, furthermore, the Investor Relations Officer the obligation to update the appropriate fields of the Company’s Reference Form.

 

 

 

 
 

 

Part II

Section I

Policy on Trading with the Company’s Securities

                                                   

 

 

 

CVM Ruling No. 358/02 provides restrictions on trading with securities issued by public companies applicable to certain persons and in certain specific situations.

 

 

 

Such ruling allows public companies to adopt policies on trading with their securities for purposes of, when strictly complied with, permitting the trading with such securities in an structured manner, thus setting aside any presumption of misuse of Privileged Information. This Section of the Manual establishes the rules for trading with Securities of the Company, including (i) the restrictions to transactions, as provided in CVM Ruling No. 358/02, and (ii) the policy on trading with Securities adopted by the Company

 

 

 

 

 

Trading through Accredited Brokers and Black-Out Periods

 

In order to ensure that appropriate standards will be observed when trading with Securities of the Company and of the publicly-held Controlled Companies, a system is hereby adopted whereby all such trading by the Company itself and the persons required to adhere to this Manual will be conducted through Accredited Brokers only.

 

 

 

The Company, its Managers, its Fiscal Council Members, the Employees and Executives with access to Material Information, and the members of other Technical or Consulting Bodies of the Company who have executed the Joinder Agreement shall refrain from directly or indirectly trading their shares during all periods determined as a non-trading period (each a “Black-Out Period”) by the Investor Relations Officer, through the issuance of a communication in such regard. The Investor Relations Officer will not be required to provide a reason for its decision to determine a Black-Out Period, which shall be maintained confidential by the recipients.

 

 

 

The same obligations apply to the direct or indirect Controlling Shareholders, the Controlled Companies and those persons who, by virtue of their title, function or position within the Controlling Person, the Controlled Companies and the Affiliated Companies, have knowledge of information regarding Material Acts or Facts involving the Company, and that have executed the Joinder Agreement.

 

 

 
 

 

Restriction to Trading in the Eminence of a Material Act or Fact

 

In the events described in items “i”, “ii” and “iii” below, it is initially prohibited for the Controlling Shareholders and Binding Persons to trade with the Company’s Securities (without prejudice to applicable exceptions as mentioned in this trading policy):

 

 

(i)

whenever a Material Act or Fact occurs with respect to the Company’s business of which the aforementioned persons or entities are aware of;

(ii)

whenever it is in course or has been granted an option or proxy for the purchase or sale of shares of the capital stock of the Company, by the Company itself or its Controlled Companies, Affiliated Companies or another company under common control; and

(iii)

whenever there is an intention to carry out a merger, full or partial spin-off, consolidation, transformation into other company type, or material corporate reorganization.

 

 

 

The restriction referred to in item (ii) above will apply to transactions involving shares of the Company made by the direct or indirect Controlling Shareholders and the Bound Persons, exclusively on the dates on which the Company itself trades or informs the Accredited Brokers that it will trade with shares of its capital stock. In this regard, the Accredited Brokers are directed by the Investor Relations Officer of the Company not to record trading made on such dates.

 

Exceptions to General Restrictions on Trading with Securities

 

The above-mentioned restrictions will not apply to private transactions with treasury shares which are bound to the exercise of stock options under a stock option plan approved by a shareholders’ meeting of the Company, or bound to any repurchase of such shares by the Company in a private transaction.

 

 

 

The restrictions on trading contemplated in this Section under sub-items (i), (ii) and (iii) above do not apply to the Company itself, the direct or indirect Controlling Shareholders, the Managers, the Fiscal Council Members, the Employees and Executives with access to Material Information and to the members of other Technical or Consulting Bodies of the Company, as of the execution date of the Joinder Agreement (CVM Ruling No. 358/02, Section 13, Paragraph 7), that are carrying out transactions that fall within the scope of the trading policy set forth in this Manual.

 

 

 

 

In order to qualify for the benefit established herein, as described in such CVM ruling, the trading by the aforesaid persons and entities, made in the context of this trading policy, must take the form of a long-term investment, having at least one of the following characteristics:

 

 

(i)

a subscription or purchase of shares through the exercise of options awarded pursuant to a stock option plan approved by a shareholders’ meeting;

(ii)

a purchase, by the Company, of shares object of a stock repurchase program, for purposes of cancellation or holding as treasury shares;

(iii)

use of the variable compensation, received as a share in profits for the purchase of the Company’s Securities;

(iv)

execution of Individual Investment Plans, as defined below, by the Managers, the Controlling Shareholders (whether direct or indirect), the Fiscal Council Members, the Employees and Executives with access to Material Information, and the members of other Technical or Consulting Bodies of the Company.

 

Restrictions on Trading after Disclosure of Material Act or Fact

 

In the cases mentioned above, a prohibition on trading will remain in place even after disclosure of a Material Act or Fact, whenever such trading may, in the judgment of the Company, interfere with the conditions of transactions involving the Company’s shares, so as to result in losses to the Company itself or to its shareholders (CVM Ruling No. 358/02, Section 13, Paragraph 5), such additional restriction to be communicated by the Investor Relations Officer.

 

 

Individual Investment Plans

 

An “Individual Investment Plan” means individual plans for the purchase of Securities filed at the Company’s headquarters, whereby the Company, its Managers, Controlling Shareholders (both direct and indirect), Fiscal Council Members, its Employees and Executives with access to Material Information, and the members of the other Technical or Consulting Bodies of the Company indicate their intention to make a long-term investment in Securities of the Company using their own funds, or to sell the Company’s Securities.

 

 

 

In this regard, an Individual Investment Plan must have been filed with the Investor Relations Officer for more than thirty (30) days, and must contain an approximate indication of the amount of resources that the interested party intends to invest or the number of Securities that it seeks to purchase or sell during the stated term of the Individual Investment Plan established by the interested party, which will not be less than twelve (12) months, after which the interested party must submit a summary report on the development of the plan.

 

 

 

Except in case of force majeure, duly justified in writing, the Securities acquired under an Individual Investment Plan may not be sold before ninety (90) days as of their acquisition date.

 

 

 

The 30-day restriction term referred to above will not apply to a first Individual Investment Plan filed after this Manual comes into effect.

 

 
 

 

 

Prohibition on Trading during the Period Preceding the Disclosure of Quarterly or Annual Financial Statements

 

The Company, its Controlling Shareholders and the Bound Persons may not trade with Securities of the Company during the fifteen (15)-day period preceding disclosure or publication, as the case may be, of:

(i)

the quarterly information of the Company (ITR); and

(ii)

the standardized financial statements of the Company (DFP).

 

 

 

The Individual Investment Plans shall strictly comply with this restriction.

 

 

 

The Accredited Brokers will be directed by the Company, and will acknowledge in writing such direction, not to record transactions carried out by the foregoing persons and entities during the 15-day period preceding disclosure or publication of such periodical information or financial statements of the Company.

 

Exceptions to Prohibition on Purchase of Shares

 

The Managers, Fiscal Council Members, and members of any Technical or Consulting Bodies of the Company, as well as of the Controlled Companies and Affiliated Companies, created under the applicable bylaws, will be allowed to purchase shares of the capital stock of the Company during the 15-day period preceding disclosure of the quarterly information and the financial statements of the Company, provided that such purchase is made in compliance with the Individual Investment Plan approved by the Company, and that:

 

 

 

I – the Company has approved a schedule determining the specific dates for disclosure of the ITR and DFP forms; and

 

 

 

II – the Individual Investment Plan contains:

 

 

 

a) an irrevocable and unconditional undertaking for its participants to invest pre-determined resources on the dates provided therein;

 

 

 

 

b) a provision barring adhesion to the Plan in the eminence of a material fact still undisclosed to the market, and during the fifteen (15)-day period preceding disclosure of the ITR and DFP forms;

 

 

 

 

 

c) an obligation to extend the undertaking to purchase, in the eminence a material event still undisclosed to the market, and during the fifteen (15) day- period preceding disclosure of the ITR and DFP forms, even if the binding term of the participant to the plan has ended; and

 

 

 

 

 

d) an obligation of the participants to revert to the Company any losses avoided or gains made with trades with the shares of the capital stock of the Company, arising from any changes to the dates of disclosure of the ITR and DFP forms, ascertained according to reasonable criteria specified in the Plan.

 

 
 

 

 

Prohibition on Resolution relative to the Purchase or Sale of Shares issued by the Company itself (CVM Ruling No. 358/02, Section 14)

 

The Board of Directors of the Company may not approve a purchase or sale of shares of the capital stock of the Company before the following information has been made public by way of publication of a Material Act or Fact:

(i)

execution of any agreement or contract for the purpose of transferring the controlling interest of the Company; or

(ii)

granting of an option or proxy for the purpose of transferring the controlling interest of the Company; or

(iii)

intention to carry out a merger, full or partial spin-off, consolidation, transformation into another company type, or corporate reorganization.

 

 

 

If a fact falling within any of the three aforementioned situations occurs after the approval of a plan for the repurchase of its own shares, the Company will immediately suspend transactions involving its shares until disclosure of the respective Material Act or Fact.

 

Trading Subject to Prior Authorization

 

Notwithstanding anything herein contained, trading with Securities of the Company by the Bound Persons shall be previously authorized by the Investor Relations Officer and the General Counsel of the Company.

 

 

 

Requests for such trading shall be made in writing, through a physical or electronic medium, with the indication of the intended transaction and the amount and type of Securities to be traded.

 

 

 

In the event the Investor Relations Officer or the General Counsel themselves request authorization to trade with Securities of the Company, the Chairman of the Board of Directors of the Company will replace the requesting officer in the granting of such authorization.

 

 

 

Within forty-eight (48) hours after receipt of a request to trade, the Investor Relations Officer of the Company shall communicate, in writing, to the person so requesting its decision to allow or prohibit the trade. Failure to respond to a request within five (5) business days as of its receipt will be deemed as prohibition of the transaction object of the request in question. If authorized, the respective trade must be completed within no more than five (5) business days as of the receipt of the communication delivered by the Investor Relations Officer of the Company.

 

 

 

 

The Company shall keep a record of all correspondence involving requests submitted and decisions made in connection therewith, for a period of five (5) years as of receipt of each request to trade.

 

 

 

 

 

Observance with the procedures described in this Section will be waived with respect to a sale of shares of the capital stock of the Company made in compliance with the Individual Investment Plan, so long as such plan specifies periods no longer than five (5) business days for the sale of shares, which may not coincide with the Black-Out Period that may be underway or with the fifteen (15)-days periods preceding the disclosure of the quarterly information and the financial statements of the Company.

 

Prohibition on Trading by Ex-Managers

 

Without prejudice to the above-mentioned provisions regarding the Individual Investment Plans, a Manager who withdraws from the management of the Company before the disclosure to the public of a transaction or fact that originated when such manager was still in office will be barred from trading with the Company’s Securities:

(i)

for a period of six (6) months as of its withdrawal; or

(ii)

until the Company has disclosed the Material Act or Fact in question to the market, unless, in this second case, trading with the shares of the Company after disclosure of such Material Act or Fact may interfere with the conditions of such transaction to the detriment of the Company’s shareholders or of the Company itself.

 

 

 

Of the two alternatives mentioned above, that which occurs first will prevail.

 

 
 

 

 

 

Section II

Final Provisions

 

 

Direct and Indirect Trading

 

The prohibitions on trading set forth in this Manual apply to trades carried out either directly or indirectly by the Controlling Shareholders and the Bound Persons, even when the trades by such persons or entities are conducted through:

 

(i)

a company controlled by them;

 

(ii)

third parties with whom a fiduciary agreement or a portfolio or stock management agreement has been entered into.

 

 

 

Trading made by an investment fund of which the aforementioned person or entity is a quotaholder will not be deemed an indirect trading, provided that:

 

(i)

the investment funds are not exclusive; and

 

(ii)

 the decisions to trade made by the manager of the investment fund cannot be influenced by the quotaholders.

 

 

 

 

Responsibility of the Investor Relations Officer to monitor the policies

 

 

The Investor Relations Officer of the Company will be responsible for enforcing and monitoring the policies on (i) disclosure and use of information, (ii) trading with the Company’s securities, and (iii) the Individual Investment Plans.

 

 

Amendment to the Manual

 

This Manual was approved by the Board of Directors of the Company on March 1st, 2013, and amendments to this Manual were approved by the Board of Directors of the Company on August 27th, 2014. Any amendment to or revision of this Manual shall be submitted to the Board of Directors of the Company.

 

 

 

Change to the Trading Policy

 

The trading policy provided in this Manual may not be modified in the eminence of a disclosure of a Material Act or Fact (CVM Ruling No. 358/02, Section 15, Paragraph 1).

 

Liability of Third Parties

 

The provisions of this Manual will not rebut liability, under applicable rules and regulations, of third parties that are not directly linked to the Company but have knowledge of a Material Act or Fact and come to trade with Securities issued by the Company.

 

 

Penalties

 

Without prejudice to other penalties provided by law, failure to comply with the provisions of this Manual will subject the offender to disciplinary sanctions in accordance with the internal regulations of the Company, including, without limitation, as the case may be: (i) warning, suspension or dismissal with cause, in accordance with the gravity of the offense; and (ii) termination of the agreement executed with the Company, provided, further, that the Company will be entitled to demand, in any case and only if dully owed, full indemnification for any losses eventually sustained by the Company, arising, either directly or indirectly, from such failure to comply.

 

 
 

 

Manual on Disclosure and Use of Information and Policy for the Trading with Securities Issued by Ambev S.A.

 

 

Index

 

Part I

 

Section I - Purpose and Scope

 

Section II – Principles

 

Section III - Policies on Disclosure and Use of Information related to Material Act or Fact

 

Obligations towards the Investor Relations Officer

 

Purpose of Disclosure of Material Act or Fact

 

Definition of Material Act or Fact

 

Examples of Material Act or Fact

 

Internal Procedures for Communication and Disclosure of Material Act or Fact

 

Public Meetings with Investors and Analysts

 

Responsibility for Omission

 

When to Communicate and Disclose - Terms

 

Who to Communicate

 

Method of Disclosure - Newspapers and Internet

 

Privileged Information and Confidentiality Duty

 

Nondisclosure as Exception to the Rule

 

Procedures in Case of Nondisclosure of a Material Act or Fact by the Company

 

Request to CVM to Maintain in Confidence

 

Section IV - Procedures for Communication of Information on Trading by Managers and Related Persons

 

Section V - Procedures for Communication and Disclosure of Purchase or Sale of Material Ownership Interest

 

Part II

 

Section I - Policy on Trading with the Company’s Securities

 

Trading through Accredited Brokers and Black-Out Periods

 

Restriction to Trading in the Eminence of a Material Act or Fact

 

Exceptions to General Restrictions on Trading with Securities

 

Restriction on Trading after Disclosure of Material Act or Fact

 

 

 
 

 

Individual Investment Plans

 

Prohibition on Trading during the Period Preceding the Disclosure of Quarterly or Annual Financial Statement Information

 

Exceptions to Prohibition on Purchase of Shares

 

Prohibition on Resolution relative to the Purchase or Sale of Shares issued by the Company itself

 

Trading Subject to Prior Authorization

 

Prohibition on Trading by Ex-Managers

 

Section II – Final Provisions

 

Direct and Indirect Trading

 

Responsibility of the Investor Relations Officer to monitor policies

 

Amendment to the Manual

 

Change to the Trading Policy

 

Liability of Third Parties

 

Penalties

 

 

Schedules

 

Index

 

Schedule I

 

Schedule II

 

Schedule III

 

Schedule IV


 

 

 
 

 

Schedule I – Definitions

 

 

Definitions

 

The terms and expressions listed below will have the following meanings when used in this Manual:

 

 

 

“Accredited Brokers”

 

the securities brokers accredited by the Company to trade its Securities on behalf of the persons subject to this Manual.

 

 

 

“Affiliated Companies”

 

the companies in which the Company holds an ownership interest of ten percent (10%) or more but not a controlling interest.

 

 

 

“Bound Persons”

 

(i) the Managers, the Fiscal Council Members and the members of other Technical or Consulting Bodies of the Company; (ii) the Controller and Tax Department; the Legal Department, the Manager and other employees of the Treasury Department; the Manager and other employees of the Investor Relations Department; the Manager and other employees of the Mergers and Acquisitions Department; the Manager of New Businesses; and the Internal Audit Department; (iii) the Employees and Executives with access to Material Information; (iv) any person who, by virtue of its title, function or position within the Controlling Person, the Controlled Companies and the Affiliated Companies has knowledge of information related to a Material Act or Fact with respect to the Company; and (v) the Related Persons.

 

 

 

“Company” or “Ambev”

 

Ambev S.A.

 

 

 

“Controlled Companies”

 

the companies in which the Company holds, either directly or through other subsidiaries, an ownership interest that entitles the Company to prevail in corporate resolutions, on a permanent basis, and that confers to the Company the power to elect the majority of its managers.

 

 

 

“Controlling Shareholders” or “Controlling Person”

 

the shareholder or group of shareholders bound by a shareholders’ agreement or under common control that exercise the controlling power over Ambev, in accordance with the terms of Law No. 6,404/76, as amended.

 

 

 

“CVM Ruling No. 358/02”

 

CVM Ruling No. 358, dated January 3, 2002, as amended up to the date of approval of this Manual, regarding disclosure and use of information related to Material Acts or Facts with respect to public companies, as well as the trading of securities of public companies in the eminence of a material fact still undisclosed to the market, among other matters.

 

 

 

“CVM”

 

the Brazilian Securities and Exchange Commission.

 

 

 

“Employees and Executives with access to Material Information”

 

the employees and executives of the Company who have access to any Privileged Information on account of their title, function or position in the Company.

 

 

 

“Ex-managers”

 

former executive officers and former directors that have withdrawn from the management of the Company.

 

 

 

“Fiscal Council Members ”

 

the members of the Fiscal Council of the Company, whether sitting or alternate, elected by the Shareholders’ Meeting.

 

 

 

 

 
 

 

Schedule I – Definitions

 

 

 

 

 

“Investor Relations Officer”

 

the executive officer of the Company responsible for providing information to the investing public, CVM, SEC, as the case may be, and the Stock Exchange or entities of the organized over-the-counter market, as well as for updating the Company’s registration.

 

 

 

“Joinder Agreement”

 

a joinder agreement to this Manual, required to be executed pursuant to Section 15, Paragraph 1, item I, and Section 16, Paragraph 1 of CVM Ruling No. 358/02.

 

 

 

“Brazilian Corporation Law”

 

Law No.6,404/76, dated December 15, 1976, as amended.

 

 

 

“Managers”

 

The sitting and alternate executive officers and the directors of Ambev.

 

 

 

“Manual”

 

this Manual on Disclosure and Use of Information and Policy for the Trading with Securities.

 

 

 

“Privileged Information” or “Material Information”

 

all material information related to the Company that may have a significant impact on the quoted prices of the Securities that is still undisclosed to the investing public.

 

 

 

“Related Persons”

 

the persons having the following ties with the executive officers, directors, Fiscal Council Members and members of the Technical or Consulting Bodies of the Company: (i) a spouse, not legally separated from; (ii) a partner (companheiro em união estável); (iii) any dependent reported in the annual income tax return; and (iv) the companies directly or indirectly controlled by the managers and similar persons, or by Related Persons.

 

 

 

“SEC”

 

the Securities and Exchange Commission.

 

 

 

“Securities”

 

the term “Securities”, as used in this Manual, covers shares, debentures, warrants, subscription receipts and rights, promissory notes, put or call options, and indices and derivatives of any kind whatsoever, or any other collective investment instruments or agreements issued by the Company or referenced to them, that are legally deemed as securities.

 

 

 

“Stock Exchange”

 

the stock exchanges or over-the-counter markets on which the securities issued by Ambev are traded, whether in Brazil or abroad.

 

 

 

“Technical or Consulting Bodies”

 

the bodies of the Company created by provisions of its bylaws or by the Board of Directors, and entrusted with technical duties or for serving as consultants to its managers.

 

 
 

 

Schedule II - Joinder Agreement

 

to the Manual on Disclosure and Use of Information and Policy for the Trading with Securities Ambev S.A.

 

 

By this instrument, [insert name and identification details], residing and domiciled at [address], registered with the [Individual Taxpayers’ Registry] under No. [insert number] and bearer of Identification Card [indicate whether an RG or RNE] No. [insert number and issuing agency] (“Declarer”) in [his/her] capacity as [indicate title, function or relationship with the company] of [company], a corporation headquartered at [insert address], registered with the Brazilian Federal Taxpayers’ Registry (CNPJ) under No. [insert CNPJ] (“Company”), hereby declares to have full knowledge of the rules set forth in the Manual on Disclosure and Use of Information and Policy for the Trading with Securities by Ambev S.A. (the “Manual”), a copy of which [he/she] has received, and which regulates the internal policies regarding the use and disclosure of Material Information and trading with securities issued by the Company, and hereby undertakes to conduct [himself/herself] at all times in compliance with such rules. The Declarer executes this Joinder Agreement in three (3) counterparts of like form and substance, in the presence of the two (2) undersigned witnesses.

 

[insert place and date of execution]

 

[insert name of Declarer]

 

 

Witnesses:

 

 

 

1.

2.

Name:

Name:

RG:

RG:

CPF:

CPF:

 


 

 

 
 

 

 Schedule III

 

 

Trades made with the Securities of Public Companies controlled by the Company and/or the Controlling Person:

Period: [month/year]

Name of Purchaser or Seller

 

Identification Details

CNPJ/CPF

Date of Trade

 

Issuing Company

 

Type of Transaction

 

Type of Security

 

Total Amount

 

Amount per Type or Class

 

Price

 

Broker Used

 

Other Material Information

 

     

 


 

 

 
 

 

Schedule IV

 

 

Purchase or Sale of Material Ownership Interest

Period: [month/year]

Name of Purchaser/Seller

Identification Details

CNPJ/CPF

Date of Trade

 

Issuing Company

 

Type of Transaction

 

Type of Security

 

Intended Amount

 

Amount per Type or Class

 

Price

 

Broker Used

 

Purpose of Interest

 

Number of convertible debentures already directly or indirectly held

 

Amount of shares arising from conversion of debentures per class and type, as the case may be

 

Amount of other securities already directly or indirectly held

 

Indication of any agreement or contract regulating the exercise of voting rights or purchase and sale of securities issued by the Company

 

Other Material Information