6-K 1 abev20230322_6k.htm 6-K

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, 2023

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 - 3rd Floor
04530-000 São Paulo, SP
Federative 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____

 
 

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” or “Shareholders’ Meetings”) to be held, cumulatively, on April 28, 2023, at 2:00 p.m., in an exclusively digital form through Zoom digital platform (“Digital Platform”), to be considered held, for the purposes of article 5, § 2, item I, § 3, and article 28, §§ 2 and 3, of Brazilian Securities Commission (“CVM”) Resolution No. 81, of March 29, 2022 (“CVM Resolution 81/22”), at its headquarters, to resolve on the following agenda:

 

(a)Ordinary General Meeting:

 

(i)analyze and approve the management accounts, with examination, discussion and voting on the Company’s financial statements related to the fiscal year ended December 31, 2022;

 

(ii)discuss the allocation of the net profits for the fiscal year ended December 31, 2022;

 

(iii)define the number of members of the Board of Directors and elect the effective and alternate members of the Board of Directors for a term in office of three (3) years, which shall end on the Ordinary General Meeting to be held in 2026;

 

(iv)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 2024;

 

(v)establish the overall management compensation for the fiscal year of 2023;

 

(vi)establish the compensation of the members of the Fiscal Council for the fiscal year of 2023.

 

(b)Extraordinary General Meeting:

 

(i)amend the Company's Bylaws to:

 

(a)add item “r” of article 3, to detail in the corporate purpose of the Company ancillary activities related to the main activities carried out by the Company;

 

(b)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 AGOE, within the authorized capital limit;

 

 
 
(c)amend § 5 of article 15, in order to adapt it to the provisions of CVM Resolution 80/22;

 

(d)amend the wording of item “c” of article 21, in order to clarify that all the Company’s annual strategic long-term plans shall be approved by the Board of Directors;

 

(ii)consolidate the Company’s Bylaws.

 

General Information:

 

1.On March 2, 2023, the following documents were published on the newspaper “Valor Econômico”: (i) the annual management report; (ii) the financial statements regarding the fiscal year ended on December 31, 2022; (iii) the report of the independent accountant’s opinion; and (iv) the Fiscal Council’s opinion.

 

2.The documents and information referred to above and those listed in CVM Resolution 81/22 were presented to the CVM by means of its information system Empresas.Net, in accordance with Article 7 of such rule, and are available to the shareholders at the Company’s headquarters, on its Investor Relations website (ri.ambev.com.br), and on the websites of B3 S.A. – Brasil, Bolsa Balcão (“B3”) (www.b3.com.br) and CVM (www.cvm.gov.br).

 

3.The AGOE shall be held in an exclusively digital form, through the Digital Platform, under the terms of CVM Resolution 81/22 and in accordance with the instructions detailed in this Call Notice (“Notice”), in the Management Proposal (“Management Proposal”) and in the Manual for the Shareholders’ Meetings (“Manual”) disclosed by the Company.

 

4.Subject to the procedures described in this Notice, in the Management Proposal and in the Manual, shareholders who decide to participate in the AGOE shall send to the Company email to the Investor Relations Department (ri@ambev.com.br), by April 26, 2023, at 2:00 p.m., Brasília time (according to the term provided for in article 6, § 3, of CVM Resolution 81/22): (i) a statement attesting their respective stock ownership, issued by the custodian institution, for shareholders participants in the Registered Stocks Fungible Custody of B3; and (ii) scanned copies of the following documents:

 

· Individuals: identity document with photo of the shareholder;

· Legal Entities: (a) last consolidated bylaws or articles of association, as the case may be; (b) other documents that evidence the powers granted to the legal representative(s) of the shareholder, pursuant to its bylaws or articles of association, including, without limitation, minutes of election of directors, officers, powers of attorney, etc.; and (c) identity document with photo of the legal representative(s);

· Investment Funds: (a) last consolidated regulations of the fund; (b) bylaws or articles of association of its administrator or manager, as the case may be, subject to the voting policy of the fund; (c) other documents that evidence the powers granted to the legal representative(s) of the manager or administrator of the fund, as the case may be; and (d) identity document with photo of the legal representative(s).

 

 
 
5.The Digital Platform to be made available by the Company will allow shareholders registered within the aforementioned period to participate, express themselves and vote at the AGOE without being physically present, under the terms established by CVM Resolution 81/22. Detailed rules and guidelines, as well as the procedures and additional information for shareholder's participation in the Shareholder's Meetings through the Digital Platform are included in the Manual.

 

After receiving the documents by the means indicated above and confirming their validity and completeness, the Company will accredit the shareholder to participate in the AGOE through the Digital Platform and will send detailed instructions for its use, as well as the access link. Only duly accredited shareholders may participate in the AGOE, in accordance with the term and procedures indicated above.

 

6.Shareholders may exercise their voting rights through: (i) distance voting instrument, sending voting instructions prior to the AGOE; or (ii) participation via Digital Platform at the time of the Shareholder's Meetings.

 

Shareholders who choose to vote by means of a distance voting instrument, shall send it, under the terms of CVM Resolution 81/22: 1) to the bookkeeper of the shares issued by the Company; 2) to their custody agents who provide this service, in the case of shareholders holding shares deposited in a central depository; or 3) directly to the Company. For additional information, the shareholder shall observe the rules set forth in article 27 of CVM Resolution 81/22 and the procedures described in the Management Proposal and in the Manual. Participation through the Digital Platform will be restricted to the shareholders, their representatives or attorneys-in-fact, as the case may be, who are accredited under the terms described in item 4 above of this Notice, under the terms of the Manual, and who enter the system until the opening of the proceedings of the Shareholders’ Meetings.

 

São Paulo, March 28, 2023.

 

 

Victorio Carlos De Marchi

Co-Chairman of the Board of Directors

 

 
 

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 28, 2023

     
  AMBEV S.A.
     
  By:  /s/ Lucas Machado Lira
 

Lucas Machado Lira

Chief Financial and Investor Relations Officer