Business Context and Reporting Period
Company: AMBEV S.A.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: May 2019 (Filed May 15, 2019)
Subject: Submission of the "Manual on Disclosure and Use of Information and Securities Trading Policy."
This filing does not contain financial results or operational updates. It serves to disclose the Company's internal governance framework regarding the handling of Material Acts or Facts and securities trading by insiders, in compliance with Brazilian Securities and Exchange Commission (CVM) Ruling No. 358/02.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a policy disclosure and contains no financial statements or performance data.
Material Changes
No material changes to financial performance or business operations are reported in this filing. The document outlines the consolidated best practices for disclosure and trading, noting that the Manual was previously approved by the Board of Directors on March 1, 2013, with amendments approved on August 27, 2014; March 28, 2016; and May 15, 2018.
Guidance, Outlook, and Policy Commentary
Policy Overview: The Manual establishes strict standards for "Bound Persons" (Directors, executives, and employees with access to material information) to ensure transparency and prevent insider trading.
- Disclosure Obligations: Material Acts or Facts must be communicated promptly to the Investor Relations Officer and disclosed simultaneously to the CVM, SEC, and Stock Exchanges.
- Trading Restrictions:
- Black-Out Periods: Trading is prohibited during periods determined by the Investor Relations Officer.
- Pre-Earnings Window: Trading is prohibited during the 15-day period preceding the disclosure of quarterly (ITR) or annual (DFP) financial statements.
- Material Events: Trading is prohibited before the disclosure of any Material Act or Fact.
- Exceptions: Trading during restricted periods is permitted only through pre-approved Individual Investment Plans that meet specific regulatory criteria (e.g., irrevocable dates, minimum 6-month duration).
- Enforcement: Violations may result in disciplinary sanctions, including dismissal, and the Company reserves the right to seek indemnification for losses.
Key Facts for Investor Verification
- Verify that the Company's disclosure practices align with the strict timelines outlined in the Manual (e.g., 15-day pre-earnings blackout).
- Confirm that the Investor Relations Officer is the central point of contact for all Material Act disclosures.
- Note that the filing confirms adherence to CVM Ruling No. 358/02 regarding the use of privileged information.
- Understand that this filing contains no financial data; investors must refer to separate quarterly or annual reports for performance metrics.