Business Context and Reporting Period
Company: AMBEV S.A.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: December 2025 (Policy Approval Date: December 9, 2025)
Subject: Policy on Hiring Services Related or Not Related to Auditing
This filing discloses the updated internal policy governing the engagement of independent auditors for Ambev S.A. and its controlled companies. The policy aligns with regulations from the Brazilian Securities and Exchange Commission (CVM) and the U.S. Securities and Exchange Commission (SEC), including the Sarbanes-Oxley Act of 2002.
Key Financial Metrics
Revenue, Profit, Cash Flow, Margins, Debt, Liquidity: The filing text does not provide a clear value for these operational financial metrics. This document is a governance disclosure regarding auditor independence and service pre-approval limits, not a financial results report.
Auditor Service Fee Limits (Pre-approved): The policy establishes maximum amounts per agreement for specific services, automatically updated annually by the IPCA index:
- Statutory/Financial Audits (per company): R$435,000
- Sustainability Reporting Assurance: R$435,000
- SEC/CVM Registration Services (e.g., comfort letters): R$1,200,000
- Accounting Inquiries/Regulatory Impact Studies: R$145,000
- M&A Due Diligence/Reviews: R$290,000
- Tax Return Assistance: R$145,000
- Tax Incentive Consulting: R$290,000
Aggregate Cap: The sum of all engagements under the Basic List (including auditing and tax services) may not exceed 20% of the total fees paid to audit the financial statements of the Company and its Controlled Companies in a given financial year.
Material Changes Versus Prior Period
The policy was updated on December 9, 2025, with the following material changes from the previous version (approved September 19, 2018):
- Fee Adjustments: Basic list values were updated according to the IPCA index for the period between September 2018 and October 2025.
- New Service Category: Inclusion of audits for sustainability reporting purposes (specifically referencing CSRD and IFRS S1 and S2 regulations).
- Automatic Updates: Implementation of a mechanism for automatic annual updates of fee limits based on the IPCA index from the date of policy approval.
- Comfort Letters: Update of previously outdated values for comfort letters.
Guidance, Outlook, Risks, and Contingencies
Governance and Oversight:
- The Fiscal Board (acting as the Audit Committee) must provide a favorable statement for all auditor engagements.
- Services exceeding pre-approved limits or not on the Basic List require Fiscal Board recommendation and Board of Directors approval.
- The Chief Financial Officer is responsible for submitting service requests and monitoring implementation.
Unauthorized Services (Risks to Independence):
The policy explicitly prohibits hiring independent auditors for services that jeopardize independence, including:
- Bookkeeping or accounting record preparation.
- Design and implementation of financial information systems.
- Valuation services and fairness opinions.
- Actuarial services (except for methodological assistance).
- Outsourced internal auditing.
- Executive or management functions.
- Recruitment of administrators (except limited interviews for accounting roles).
- Investment banking or brokerage services.
- Legal counseling.
- Tax planning.
Outlook: The policy remains effective until amended by the Board of Directors. Quarterly reports on pre-approved service progress and fees will be requested by the Fiscal Board.
Important Facts for Investor Verification
- Verify the total annual audit fees to ensure non-audit services remain below the 20% cap defined in the policy.
- Confirm that the Fiscal Board has reviewed and approved all auditor engagements, particularly those related to the new sustainability reporting services.
- Monitor the application of the IPCA index for automatic annual fee limit adjustments in future periods.
- Ensure no prohibited services (e.g., tax planning, bookkeeping) are being performed by the independent auditors.
- Review the quarterly summaries provided by the Financial Executive Board to the Fiscal Board regarding billed fees.