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 December, 2021
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 Register of Legal Entities] No. 07.526.557/0001-00
NIRE [Corporate Registration Identification Number] 35.300.368.941
(the “Company”)
Extract of the Minutes of the Meeting of the Board of Directors
of Ambev S.A.
held on December 22nd, 2021 drawn up in summary form
1.
Date, Time and Venue. On December 22nd, 2021, starting
at 10:30 a.m., by videoconference, as authorized by article 19, paragraph 1st, of the Company’s bylaws.
2.
Call and Attendance. Call notice duly made pursuant
to the Company’s bylaws. Meeting with attendance of Messrs. Victorio Carlos De Marchi and Michel Dimitrios Doukeris, co-chairmen,
and Messrs. Milton Seligman, Roberto Moses Thompson Motta, Nelson José Jamel, Fernando Mommensohn Tennenbaum, Lia Machado de Matos,
Fabio Colletti Barbosa, Antonio Carlos Augusto Ribeiro Bonchristiano, Marcos de Barros Lisboa and Claudia Quintella Woods.
3.
Board. Chairman: Victorio Carlos De Marchi;
Secretary: Lucas Machado Lira.
4.
Resolutions. It was unanimously and unrestrictedly
resolved by the Directors:
4.1. Election of the Board of Executive Officers.
According to article 21, letter d, of the Company’s bylaws, to approve:
4.1.1. Effective as of January 1st, 2022:
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(i)
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reelection of Mr. Jean Jereissati Neto, Brazilian citizen, businessman, bearer of the identity card
RG No. 27.669.748-0 SSP-SP and enrolled with the Individual Taxpayers’ Registry under No. 693.224.813-15, with office in the City
of São Paulo, State of São Paulo, at Rua Dr. Renato Paes de Barros, 1,017, 3rd floor, Itaim Bibi, as Chief Executive Officer;
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(ii)
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reelection of Mr. Lucas Machado Lira, Brazilian citizen, lawyer,
bearer of the identity card RG No. M-8.608.502 SSP-MG and enrolled with the Individual Taxpayers’ Registry under No. 032.585.176-06,
with office in the City of São Paulo, State of São Paulo, at Rua Dr. Renato Paes de Barros, 1,017, 3rd floor, Itaim Bibi,
as Chief Financial, Investors Relations and Shared Services Officer;
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(iii)
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reelection of Mr. Eduardo Braga Cavalcanti de Lacerda, Brazilian citizen, engineer, bearer of the
identity card RG No.10.287.948-3 Detran-RJ and enrolled with the Individual Taxpayers’ Registry under No. 072.401.457-86, with
office in the City of São Paulo, State of São Paulo, at Rua Dr. Renato Paes de Barros, 1,017, 3rd floor, Itaim Bibi, as
Commercial Vice President Officer;
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(iv)
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reelection of Mr. Ricardo Morais Pereira de Melo, Brazilian citizen, engineer, bearer of the identity
card RG No.60.802.441-7 SSP-SP and enrolled with the Individual Taxpayers’ Registry under No 765.157.884-87, with office in the
City of São Paulo, State of São Paulo, at Rua Dr. Renato Paes de Barros, 1,017, 3rd floor, Itaim Bibi, as People and Management
Vice President Officer;
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(v)
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reelection of Mrs. Letícia Rudge Barbosa Kina, Brazilian citizen, lawyer and economist, bearer
of the identity card RG No. 29.586.013-3 SSP-SP and enrolled with the Individual Taxpayers’ Registry under No. 255.726.488-17,
with office in the City of São Paulo, State of São Paulo, at Rua Dr. Renato Paes de Barros, 1,017, 3rd floor, Itaim Bibi,
as Legal and Compliance Vice President Officer;
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(vi)
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reelection of Mr. Ricardo Gonçalves Melo, Brazilian citizen, lawyer, bearer of the identity
card RG No. n° 8372066-4 IFP-RJ and enrolled with the Individual Taxpayers’ Registry under No. 968.950.397-91, with office
in the City of São Paulo, State of São Paulo, at Rua Dr. Renato Paes de Barros, 1,017, 3rd floor, Itaim Bibi, as Corporate
Affairs Vice President Officer;
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(vii)
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reelection of Mr. Rodrigo Figueiredo de Souza, Brazilian citizen, engineer, bearer of the identity
card RG No. 24.711.459-5 SSP-SP and enrolled with the Individual Taxpayers’ Registry Number 200.176.968-79, with office in the
City of São Paulo, State of São Paulo, at Rua Dr. Renato Paes de Barros, 1,017, 3rd floor, Itaim Bibi, as Procurement Vice
President Officer;
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(viii)
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reelection of Mr. Paulo André Zagman Brazilian citizen, engineer, bearer of the identity
card RG No. 63.799.750-5 SSP-SP and enrolled with the Individual Taxpayers’ Registry under No. 072.343.527-83, with office in the
City of São Paulo, State of São Paulo, at Rua Dr. Renato Paes de Barros, 1,017, 3rd floor, Itaim Bibi, as Logistics Vice
President Officer;
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(ix)
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reelection of Mr. Daniel Cocenzo, Brazilian citizen, businessman, bearer of the identity card RG
n° 09.896.807-6 IFP-RJ and enrolled with the Individual Taxpayers’ Registry under No. 029.453.467-96, with office in the City
of São Paulo, State of São Paulo, at Rua Dr. Renato Paes de Barros, 1,017, 3rd floor, Itaim Bibi, as Sales Vice President
Officer;
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(x)
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reelection of Mr. Eduardo Eiji Horai, Brazilian citizen, computer scientist, bearer of the identity
card RG n°43728085 SSP-SP and enrolled with the Individual Taxpayers’ Registry under No. 319.022.918-08, with office in the
City of São Paulo, State of São Paulo, at Rua Dr. Renato Paes de Barros, 1,017, 3rd floor, Itaim Bibi, as Information Technology
Vice President Officer;
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(xi)
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reelection of Mr. Daniel Wakswaser, Brazilian citizen, advertiser, bearer of the identity card RG
No. 44.046.333 SSP-SP and enrolled with the Individual Taxpayers’ Registry under No. 330.638.588.38, with office in the City of
São Paulo, State of São Paulo, at Rua Dr. Renato Paes de Barros, 1,017, 3rd floor, Itaim Bibi, as Marketing Vice President
Officer;
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(xii)
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reelection of Mr. Pablo Firpo, Argentinian citizen, economist, bearer of the identity card RNE No.
F2855379 and enrolled with the Individual Taxpayers’ Registry under No. 065.810.547-71, with office in the City São Paulo,
State of São Paulo, at Rua Dr. Renato Paes de Barros, 1,017, 3rdfloor, Itaim Bibi, as Non-Alcoholic Beverages Vice President Officer;
and
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(xiii)
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election of Mrs. Daniela Gavranic Cachich, Brazilian citizen, businesswoman, bearer of the identity
card RG No. 19.858.186 SSP-SP and enrolled with the Individual Taxpayers’ Registry under No. 255.189.168-09, with office in the
City São Paulo, State of São Paulo, at Rua Dr. Renato Paes de Barros, 1,017, 3rd floor, Itaim Bibi, as Future Beverages
Vice President Officer.
|
4.1.2.
New Composition of Board of Executive Officers. In accordance with the abovementioned resolution,
and as per the election of Mr. Valdecir Duarte to the position of Industrial Vice President Officer at the meeting of the Board
of Directors held on December 9th, 2021, at 12:00 p.m., the Company’s Board of Executive Officers shall have the composition set
forth in Exhibit I as of January 1st, 2022. The officers will be sworn into their respective positions on January
1st, 2022, all with an unified term of office until December 31st, 2024, upon the execution of the instruments of
investiture in the proper book, at which time they will execute a statement confirming that there is no impediment to their election to
the Company’s Board of Executive Officers.
4.2. Option Plan and Capital Increases. In
accordance with the issuance flow of new shares to be delivered to the beneficiaries of the Company's stock option programs exercising
their respective options, approved by the Board of Directors at a meeting held on March 25, 2019, verify the following capital increases
detailed on Exhibit II, within the authorized capital limit, as provided for in article 6 of the Company's bylaws and pursuant
to article 166, item III, of Law 6,404/76, and to determine that the Company's Board of Executive Officers shall promote the registration
of the capital increases with the Board of Trade, in compliance with the provisions of article 166, paragraph 1, of Law 6,404/76.
In view of the exercise of options detailed in Exhibit
II, it was issued 2,229,617 new common shares for the total issue price of R$ 26,692,974.72, with the capital stock increasing
from R$ 58,015,770,638.88 to R$ 58,042,463,613.60. The capital stock is now divided into 15,744,452,169 registered common shares, with
no par value.
The new issued shares shall participate under equal
conditions with the other shares of all the benefits and advantages that may be declared as of the date hereof.
5.
Closure. With no further matters to be discussed,
the present Minutes were drawn up and duly executed.
São Paulo, December 22nd, 2021.
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/s/ Victorio Carlos De Marchi
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/s/ Michel Dimitrios Doukeris
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/s/ Milton Seligman
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/s/ Roberto Moses Thompson Motta
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/s/ Nelson José Jamel
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/s/ Fernando Mommensohn Tennenbaum
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/s/ Lia Machado de Matos
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/s/ Fabio Colletti Barbosa
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/s/ Antonio Carlos Augusto Ribeiro Bonchristiano
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/s/ Marcos de Barros Lisboa
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/s/ Claudia Quintella Woods
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/s/ Lucas Machado Lira
Secretary
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Exhibit I
Composition of Board of Executive Officers as of January
1st, 2022
(term of office unified until December 31st, 2024)
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(i)
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Mr. Jean Jereissati Neto, as “Chief Executive Officer”;
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(ii)
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Mr. Lucas Machado Lira, as “Chief Financial, Investors Relations
and Shared Services Officer”;
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(iii)
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Mr. Eduardo Braga Cavalcanti de Lacerda, as “Commercial Vice
President Officer”;
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(iv)
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Mr. Ricardo Morais Pereira de Melo, as “People and Management
Vice President Officer”;
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(v)
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Mrs. Leticia Rudge Barbosa Kina, as “Legal and Compliance Vice
President Officer”;
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(vi)
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Mr. Ricardo Gonçalves Melo, as “Corporate Affairs
Vice President Officer”;
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(vii)
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Mr. Rodrigo Figueiredo de Souza, as “Procurement Vice
President Officer”.
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(viii)
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Mr. Paulo André Zagman, as “Logistics Vice President
Officer”;
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(ix)
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Mr. Daniel Cocenzo, as “Sales Vice President Officer”;
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(x)
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Mr. Eduardo Eiji Horai, as “Information Technology Vice President Officer”;
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(xi)
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Mr. Daniel Wakswaser Cordeiro, as “Marketing Vice President Officer”;
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(xii)
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Mr. Pablo Firpo, as “Non-Alcoholic Beverages Vice President Officer”;
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(xiii)
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Mr. Valdecir Duarte, as “Industrial Vice President Officer”; and
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(xiv)
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Mrs. Daniela Gavranic Cachich, as “Future Beverages Vice
President Officer”.
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Exhibit II
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Date
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Stock Option Program*
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Option Grant Date
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No. Issued Shares
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Capital Increase (R$)
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Capital Stock Before (R$)
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Capital Stock Later (R$)
|
No. Shares Before
|
No. Shares Later
|
|
22-nov-21
|
2011.2
|
25-nov-11
|
93,940
|
1,124,649.68
|
58,015,770,638.88
|
58,016,895,288.56
|
15,742,222,552
|
15,742,316,492
|
|
23-nov-21
|
2011.2
|
25-nov-11
|
43,200
|
517,190.40
|
58,016,895,288.56
|
58,017,412,478.96
|
15,742,316,492
|
15,742,359,692
|
|
23-nov-21
|
2011.2
|
25-nov-11
|
55,007
|
658,543.80
|
58,017,412,478.96
|
58,018,071,022.76
|
15,742,359,692
|
15,742,414,699
|
|
23-nov-21
|
2011.2
|
25-nov-11
|
63,470
|
759,862.84
|
58,018,071,022.76
|
58,018,830,885.60
|
15,742,414,699
|
15,742,478,169
|
|
24-nov-21
|
2011.2
|
25-nov-11
|
25,385
|
303,909.22
|
58,018,830,885.60
|
58,019,134,794.82
|
15,742,478,169
|
15,742,503,554
|
|
24-nov-21
|
2011.2
|
25-nov-11
|
30,465
|
364,726.98
|
58,019,134,794.82
|
58,019,499,521.80
|
15,742,503,554
|
15,742,534,019
|
|
24-nov-21
|
2011.2
|
25-nov-11
|
63,470
|
759,862.84
|
58,019,499,521.80
|
58,020,259,384.64
|
15,742,534,019
|
15,742,597,489
|
|
25-nov-21
|
2011.2
|
25-nov-11
|
38,080
|
455,893.76
|
58,020,259,384.64
|
58,020,715,278.40
|
15,742,597,489
|
15,742,635,569
|
|
25-nov-21
|
2011.2
|
25-nov-11
|
48,235
|
577,469.42
|
58,020,715,278.40
|
58,021,292,747.82
|
15,742,635,569
|
15,742,683,804
|
|
25-nov-21
|
2011.2
|
25-nov-11
|
25,385
|
303,909.22
|
58,021,292,747.82
|
58,021,596,657.04
|
15,742,683,804
|
15,742,709,189
|
|
25-nov-21
|
2011.2
|
25-nov-11
|
25,385
|
303,909.22
|
58,021,596,657.04
|
58,021,900,566.26
|
15,742,709,189
|
15,742,734,574
|
|
25-nov-21
|
2011.2
|
25-nov-11
|
43,200
|
517,190.40
|
58,021,900,566.26
|
58,022,417,756.66
|
15,742,734,574
|
15,742,777,774
|
|
26-nov-21
|
2011.2
|
25-nov-11
|
43,200
|
517,190.40
|
58,022,417,756.66
|
58,022,934,947.06
|
15,742,777,774
|
15,742,820,974
|
|
26-nov-21
|
2011.2
|
25-nov-11
|
25,385
|
303,909.22
|
58,022,934,947.06
|
58,023,238,856.28
|
15,742,820,974
|
15,742,846,359
|
|
26-nov-21
|
2011.2
|
25-nov-11
|
30,465
|
364,726.98
|
58,023,238,856.28
|
58,023,603,583.26
|
15,742,846,359
|
15,742,876,824
|
|
29-nov-21
|
2011.2
|
25-nov-11
|
25,385
|
303,909.22
|
58,023,603,583.26
|
58,023,907,492.48
|
15,742,876,824
|
15,742,902,209
|
|
29-nov-21
|
2011.2
|
25-nov-11
|
48,235
|
577,469.42
|
58,023,907,492.48
|
58,024,484,961.90
|
15,742,902,209
|
15,742,950,444
|
|
29-nov-21
|
2011.2
|
25-nov-11
|
25,385
|
303,909.22
|
58,024,484,961.90
|
58,024,788,871.12
|
15,742,950,444
|
15,742,975,829
|
|
29-nov-21
|
2011.2
|
25-nov-11
|
25,385
|
303,909.22
|
58,024,788,871.12
|
58,025,092,780.34
|
15,742,975,829
|
15,743,001,214
|
|
29-nov-21
|
2011.2
|
25-nov-11
|
25,385
|
303,909.22
|
58,025,092,780.34
|
58,025,396,689.56
|
15,743,001,214
|
15,743,026,599
|
|
29-nov-21
|
2011.2
|
25-nov-11
|
43,200
|
517,190.40
|
58,025,396,689.56
|
58,025,913,879.96
|
15,743,026,599
|
15,743,069,799
|
|
29-nov-21
|
2011.2
|
25-nov-11
|
30,465
|
364,726.98
|
58,025,913,879.96
|
58,026,278,606.94
|
15,743,069,799
|
15,743,100,264
|
|
29-nov-21
|
2011.2
|
25-nov-11
|
852,275
|
10,203,436.30
|
58,026,278,606.94
|
58,036,482,043.24
|
15,743,100,264
|
15,743,952,539
|
|
30-nov-21
|
2011.2
|
25-nov-11
|
72,355
|
866,234.06
|
58,036,482,043.24
|
58,037,348,277.30
|
15,743,952,539
|
15,744,024,894
|
|
30-nov-21
|
2011.2
|
25-nov-11
|
30,465
|
364,726.98
|
58,037,348,277.30
|
58,037,713,004.28
|
15,744,024,894
|
15,744,055,359
|
|
30-nov-21
|
2011.2
|
25-nov-11
|
38,080
|
455,893.76
|
58,037,713,004.28
|
58,038,168,898.04
|
15,744,055,359
|
15,744,093,439
|
|
30-nov-21
|
2011.2
|
25-nov-11
|
25,385
|
303,909.22
|
58,038,168,898.04
|
58,038,472,807.26
|
15,744,093,439
|
15,744,118,824
|
|
30-nov-21
|
2011.2
|
25-nov-11
|
30,465
|
364,726.98
|
58,038,472,807.26
|
58,038,837,534.24
|
15,744,118,824
|
15,744,149,289
|
|
30-nov-21
|
2011.2
|
25-nov-11
|
93,940
|
1,124,649.68
|
58,038,837,534.24
|
58,039,962,183.92
|
15,744,149,289
|
15,744,243,229
|
|
30-nov-21
|
2011.2
|
25-nov-11
|
64,235
|
769,021.42
|
58,039,962,183.92
|
58,040,731,205.34
|
15,744,243,229
|
15,744,307,464
|
|
30-nov-21
|
2011.2
|
25-nov-11
|
25,385
|
303,909.22
|
58,040,731,205.34
|
58,041,035,114.56
|
15,744,307,464
|
15,744,332,849
|
|
30-nov-21
|
2011.2
|
25-nov-11
|
25,385
|
303,909.22
|
58,041,035,114.56
|
58,041,339,023.78
|
15,744,332,849
|
15,744,358,234
|
|
30-nov-21
|
2011.2
|
25-nov-11
|
30,465
|
364,726.98
|
58,041,339,023.78
|
58,041,703,750.76
|
15,744,358,234
|
15,744,388,699
|
|
30-nov-21
|
2011.2
|
25-nov-11
|
63,470
|
759,862.84
|
58,041,703,750.76
|
58,042,463,613.60
|
15,744,388,699
|
15,744,452,169
|
|
|
|
|
2,229,617
|
26,692,974.72
|
|
|
|
|
* The Company's stock option program 2011.2 was granted by
Companhia de Bebidas das Américas - AmBev and received by the Company under the “Migration Program”, approved
by the Board of Directors on July 31st, 2013, under the Stock Option Plan approved at the Extraordinary General Meeting held
on July 30th, 2013.
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: December 23, 2021
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|
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|
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AMBEV S.A.
|
|
|
|
|
|
|
By:
|
/s/ Lucas Machado Lira
|
|
|
Lucas Machado Lira
Chief Financial and Investor Relations Officer
|
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