COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV CNPJ [National Taxpayer’s Registry]
No. 02.808.708/0001-07 NIRE [Corporate Registration Identification Number]
35.300.157.770 A Publicly-Held Company
CHAPTER I NAME, HEADQUARTERS, PURPOSE AND DURATION
Article 1 – COMPANHIA DE BEBIDAS DAS AMÉRICAS – AMBEV is a joint-stock
company (sociedade por ações), which shall be governed by these By-laws and by
Article 2 – The Company shall have 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
resolution of the Board of Directors, for achievement of the Company’s purposes.
Article 3 – The purpose of the Company, either directly or by participation in
other companies, is:
||the production and trading of beer, concentrates, soft drinks and other
||the production and trading of raw materials required for the
industrialization of beverages and byproducts, such as malt, barley, ice,
carbonic gas, as well as apparatus, machinery, equipment, and anything else that
may be necessary or useful for the activities listed in item (a) above;
||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 By-laws;
||the packaging and wrapping of any of the products belonging to it or to
||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;
||the operation on the following areas: research, prospecting, extraction,
processing, industrialization, commercialization and distribution of mineral
water, in all national territory;
||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
||the advertising of products belonging to it and to third parties, and the
trading of promotional and advertising materials;
||the rendering of technical, market and administrative assistance services
and other services directly or indirectly related to the core activities of the
||the importation of anything necessary for its industry and trade;
||the exportation of its products;
||the direct or indirect exploration of bars, restaurants, luncheonettes and
similar places; and
||the sale and/or distribution of its products and the products of its
controlled companies, either directly or through third parties, utilization of
the means of transport required for distribution of its products, byproducts and
accessories, and adoption of any system or instruction that, at the discretion
of the Board of Directors, may lead to the envisaged purposes.
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 period of time.
CHAPTER II SHARE CAPITAL AND SHARES
Article 5 – The capital stock is of R$7,613,780,458.28, divided into
3,104,361,040 shares, of which 1,743,888,690 are common shares and
1,360,472,350 are preferred shares, without par value.
Paragraph 1 – Each common share shall be entitled to one vote in the resolutions
of the General 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 General Meeting's determination,
provided that this suspension does not exceed ninety (90) intercalary days
during the fiscal year or fifteen (15) consecutive days. 5
Article 6 – Preferred shares:
||shall not be entitled to voting rights and may not be converted into common
||shall have preference in capital reimbursement in the event of liquidation
of the Company; and
||shall have the right to receive cash dividends 10% higher than those paid to
Article 7 – Nonvoting preferred shares may represent up to two thirds (2/3)
of the total shares issued by the Company.
Article 8 – The Company is authorized, up to the maximum limit permitted by law,
to create and/or issue, as a result of subscription, stock dividends or
splitting, new classes of preferred shares, voting or nonvoting, even if
entailing more benefits than those previously existing, and establish their
respective preferences, advantages, conditions for redemption, amortization or
Paragraph 1 – The Company may increase the number of preferred shares of any
class, irrespective of whether the proportion with the other classes of
preferred shares or common shares is maintained, and further increase the common
shares without observing the proportion with preferred shares.
Paragraph 2 – Nonvoting preferred shares entitled to fixed or minimum dividends,
when issued, shall be entitled to exercise such right if the Company fails to
pay the fixed or minimum dividends to which it may be entitled during three
consecutive fiscal years, which right shall be maintained until payment, if such
dividends are non-cumulative, or until the cumulative dividends in arrears have
been paid, all in accordance with paragraph 1 of article 111 of Law 6404/76.
Article 9 – The Company is authorized to increase its share capital up to the
limit of three billion and five hundred million (3,500,000,000) shares,
irrespective of an amendment to the By-laws, 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 (article 172, sole paragraph, of Law 6404/76) 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 in connection with any issuance of shares after such
Article 10 – The issue 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 6404/76, 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 6404/76.
Article 11 – The Board of Directors may, based on a plan approved by the General
Meeting, grant call options to management, employees or individuals that render
services to the Company or companies under its control. 6
Article 12 – 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
6404/76, 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 GENERAL MEETINGS
Article 13 – The General 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 14 – General Meetings shall be convened and presided over by the
shareholders then chosen, which may appoint up to two secretaries.
Article 15 – Any resolutions of the General Meetings, except for the cases
contemplated by law, shall be taken by an absolute majority of votes, excluding
any blank votes.
Article 16 – Annual General 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 17 – Extraordinary General Meetings shall be held whenever the interests
of the Company so require, as well as in the events established in law and in
CHAPTER IV MANAGEMENT OF THE COMPANY
Article 18 – The Company shall be managed by a Board of Directors and an
Executive Board, pursuant to law and these By-laws.
Paragraph 1 – The General Meeting shall establish the aggregate compensation of
Management, which shall be apportioned by the Board of Directors, as provided
for in Article 24 hereof.
Paragraph 2 – The management must take part in the Manual for Disclosure and
Information Use and Policies for Trading Securities Issued by the Company, by
signing the Declaration of Compliance.
Paragraph 3 – The investiture of the Company’s Managers, elected pursuant to
these By-laws, will be conditioned to the underwrite by those managers of the
Term of Acceptance, foreseen in the Rules of Corporate Governance Best Practices
– Level 1 of the São Paulo Stock Exchange (BOVESPA). 7
SECTION I BOARD OF DIRECTORS
Article 19 – The Board of Directors shall be composed of three (3) to fifteen
(15) sitting members, all shareholders, with two (2) to fifteen (15) alternates,
bound or not to a specific sitting Board Member, who shall be elected by the
General 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 General Meeting whose agenda includes election of
the members of the Board of Directors, and this matter shall be forwarded by the
Chairman of the Meeting.
Paragraph 2 – The Board of Directors may determine the creation of 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 non-members of the Board of Directors. 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 take office upon the
signing 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 member of the Board of Directors shall have an indisputable
reputation, and cannot be elected, unless waived by the General Meeting, if (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 Member of the Board cannot be exercised in case the same
preventing are configured.
Paragraph 5 – It is prohibited, in the form of article 115, paragraph 1 of Law
6404/76 the exercise of the voting rights in the election of the Members of the
Board of Directors in circumstances that characterize conflict of interest with
Article 20 – The Board of Directors shall have two (2) Co-Chairmen, with
identical prerogatives and duties, who shall be elected by a majority of the
Board’s members, immediately after said members are instated.
Article 21 – The Board shall meet, ordinarily, at least once each quarter and,
extraordinarily, whenever necessary, upon call by any of its Co-chairmen or by
the majority of its members, through letter, email, telegram or personally, with
at least 24 (twenty-four) hours in advance.
Article 22 – 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
Paragraph 1 – The Board Members may attend meetings by telephone,
videoconferencing, telepresence or by previously sending their votes in
writing. In this case, the Board Member 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. 8
Paragraph 2 – In the event of a tie in the resolutions of the Board of
Directors, the Co-chairmen shall not have the casting vote, except their own
Paragraph 3 – The Member of the Board shall not have access to information or
take part in meetings of the Board related to matters in which it has
conflicting interests with the Company.
Article 23 – 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 Board of
Directors. 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
Article 24 – The Board of Directors shall resolve on the matters listed below:
||establish the general policy of the Company's business, approving the
guidelines, corporate policies and basic objectives for all the main areas of
performance of the Company;
||approve the annual investment budget of the Company;
||approve the five-year strategic plan of the Company;
||elect and dismiss the Company's Officers, and set their attributions;
||supervise the management of the Executive Board, 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;
||attribute, from the aggregate value of the compensation established by the
General Meeting, the monthly fees of each of the members of the Company's
||define the general criteria on compensation and benefit policy (fringe
benefits, participation in profits and/or sales) for the management and senior
employees (namely, superintendents or employees in equivalent direction
positions) of the Company;
||appoint the Company's independent auditors;
||resolve on the issue of shares and warrants, within the limit of the
authorized capital of the Company;
||provide a previous manifestation on the management's report, the Executive
Board's accounts, the financial statements for the fiscal year, and review the
monthly balance sheets;
||submit to the General Meeting the form of allocation of the net profits for
||call Annual General Meetings and, whenever it may deem advisable,
Extraordinary General Meetings;
||approve any business or agreements between the Company and/or any of its
controlled companies, management and/or shareholders (including any direct or
indirect partners of the Company's shareholders), without impairment of item “q”
||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
||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;
||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;
||approve the granting of loans and 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;
||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;
||resolve on the Company's participation in other companies, as well as on any
participation in other undertakings, including through a consortium or special
||resolve on the suspension of the Company's activities, except in the cases
of stoppage for servicing of its equipment;
||authorize the acquisition of shares of the Company to be kept in treasury,
be canceled or subsequently disposed of, with due regard for applicable law;
||resolve on the issuance of trade Promissory Notes for public distribution,
pursuant to CVM Ruling No. 134;
||resolve on the issuance of unconvertible debentures not bearing collateral,
under the terms of article 59 paragraph 1 of Law 6404/76
||authorize the disposal of fixed assets, expect 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;
||perform the other legal duties assigned thereto at the General Meeting or in
these By-laws; and
||resolve on any cases omitted by these By-laws and perform other attributions
not conferred on another body of the Company by the law or these By-laws.
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 General 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 EXECUTIVE BOARD
Article 25 – The Executive Board shall be made up of two (2) to fifteen (15)
members, shareholders or not, of whom one shall be the Chief Executive Officer,
whereas the others shall have no specific designation; they shall all be elected
by the Board of Directors, 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 By-laws and the Board of Directors confer upon it
for the performance of the actions required for the Company to function
Paragraph 3 – The Executive Officers shall take office by signing the respective
statement drawn up in the appropriate register and shall hold their positions
until their successors take office. 11
Article 26 – The Executive Board, whose presidency will be held by the Chief
Executive Officer, shall meet as necessary and, at the very least, once a month,
its being incumbent upon the Chief Executive Officer to call and to be the
chairman of the meeting.
Paragraph 1 – The Meeting shall be instated provided it is attended by Executive
Officers in sufficient number to represent a majority of the Executive Board’s
members. No Executive Officer shall have the casting vote.
Paragraph 2 – Officers may attend meetings by telephone, videoconferencing or
telepresence. In this case, the Director will be deemed to attend the meeting
to ascertain the quorum for declaring it open and voting, with the vote cast
thereby being deemed valid for all legal purposes.
Article 27 – The Minutes of the Meetings and the resolutions of the Executive
Board shall be recorded in the appropriate register.
Article 28 – 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;
b) Formulate the Company’s operating strategies and guidelines, as well as
establishing the criteria for executing the resolutions of the Annual General
Meeting and of the Board of Directors, with the participation of the other
c) Supervise all the Company’s activities, providing the guidelines best
suited to its corporate purpose;
d) Coordinate and oversee the activities of the Executive Board; and
e) Exercise the other prerogatives conferred upon it by the Board of
Article 29 – 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 30 – 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. 12
Paragraph 1 – Signing of the documents listed above may be delegated, and may
be signed by an attorney-in-fact jointly with a member of the Executive Board,
or by two attorneys-in-fact, jointly, provided that the instruments of power of
attorney appointing these attorneys-in-fact are signed by two Officers.
Paragraph 2 – The Company shall be represented, individually, by any of the
Officers, without the formalities set out in this Article, as regards receipt of
service of process or judicial notices and rendering of personal deposition.
Paragraph 3 – The Executive Board, represented in the form set forth in this
Article, is responsible, independent from deliberations of the Board of
Directors, for the activities referred to in items “o”, “q”, “r” and “x” of
Article 24, excluding the exceptions or amounts below the established limits.
CHAPTER V FISCAL COUNCIL
Article 31 – The Company shall maintain a Fiscal Council, made up of three (3)
to five (5) members and an equal number of alternates, on a permanent basis. All
of its members shall be elected at a General Meeting and may be removed through
such a meeting at any time. Their term of office shall expire at the first
Annual General Meeting to be held following their election and they can be
Paragraph 1 – In order for the Fiscal Council to be able to operate, it shall be
required that the majority of its members be in attendance.
Paragraph 2 – It shall be incumbent upon the Fiscal Council to elect its
Chairman in the first session to be held after its instatement.
Paragraph 3 – In addition to the duties conferred upon it by these By-laws and
by law, the Council shall establish in its internal by-laws procedures for
receiving, recording and treating complaints received in connection with
accounting, internal accounting controls and subjects related with the auditing
of the Company, as well as any other communication received on such matters.
Paragraph 4 – The provisions of Paragraphs 2 and 3 of Article 18 of these
By-laws apply to the members of the Fiscal Council.
Article 32 – The Fiscal Council shall cease its operation at the first Annual
General Meeting following its installation, and its members may be reelected.
Article 33 – The compensation of the Fiscal Council's members shall be
established by the General Meeting that elects them.
CHAPTER VI FINANCIAL YEAR, BALANCE SHEET AND PROFITS
Article 34 – The financial year shall have the duration of one year, and shall
end on the last day of December each year. 13
Article 35 - At the end of each financial year, the financial statements
established in law shall be drawn up in accordance with the Company's
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 6404/76.
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 36 - 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:
||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;
||the statutory participation of the management, up to the maximum legal
Paragraph 2 – Over the amount ascertained as provided for in the caption of
this Article, it might 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 for
the year, obtained after the deductions dealt with in the previous paragraphs:
||five percent (5%) shall be allocated to the legal reserve, up to twenty
percent (20%) of the paid-up share capital or the limit established in article
193, paragraph 1 of Law 6404/76;
||from the net profit balance for the year, obtained after the deduction
mentioned in item (a) of this Article and adjusted pursuant to article 202 of
Law 6404/76, thirty-five percent (35%) shall be allocated to pay the mandatory
dividend to all its shareholders;
||an amount not higher than sixty-five percent (65%) of the 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 increase or the creation of
Paragraph 4 – The reserve set out in item (c) of paragraph 2 may not exceed
eighty percent (80%) of the share capital. Upon reaching this limit, the General
Meeting shall resolve either to distribute the balance to the shareholders or
increase the share capital.
CHAPTER VII LIQUIDATION, WINDING-UP AND EXTINGUISHMENT
Article 37 – The Company shall be liquidated, wound up and extinguished in the
cases contemplated by law or by resolution of the General Meeting.
Paragraph 1 – The manner of liquidation shall be determined at a General
Meeting, which shall also elect the Fiscal Council that will operate in the
Paragraph 2 – The Board of Directors shall appoint the liquidator, establish its
fees and determine the guidelines for its operation.
CHAPTER VIII MISCELLANEOUS
Article 38 – 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 General Meeting.
Sole Paragraph – The dividends not received or claimed shall lapse within three
years from the date on which they were placed at the disposal of the
shareholder, and shall inure to the benefit of the Company.
Article 39 – The percentage of the minimum mandatory dividend, established in
item (b) of paragraph 3 of Article 36 of these By-laws, may not be reduced
during the period of thirty (30) years after July 1, 1999.
Article 40 – The Company shall comply with the shareholders' agreements
registered as provided for in article 118 of Law 6404/76, and the management
shall refrain from registering transfers of shares in violation of the
respective terms and the Chairman of the General Meeting or of the Board of
Directors shall refrain from computing votes unfavorable to such agreements.
Article 41 – The Company will assure the members of the Board of Directors, of
the Executive Board and of the Fiscal Council members, or the members of any
corporate entities with technical functions set up to advise the Management of
legal defense in lawsuits and administrative proceedings filed by third parties
during or after the respective terms of office held thereby 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
and indemnizations arising from such proceedings.
Paragraph 1 – The guarantee set forth in the caption of this Article extends to
employees working regularly to comply with mandates issued by the Company or the
Paragraph 2 – If any of the persons mentioned in the caption of this Article or
in Paragraph 1 be sentenced through a final court decision due to negligent or
criminal conduct, the Company must be reimbursed thereby for all costs and
expenses outlaid on legal assistance, as set forth in the law.”
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: October 27, 2010
||COMPANHIA DE BEBIDAS DAS
||/s/ Nelson Jose Jamel
||Nelson Jose JamelChief Financial and Investor