Business Context and Reporting Period
This Form 6-K filing by AMBEV S.A. serves as a notice for the Ordinary and Extraordinary General Meetings of shareholders scheduled for April 28, 2017. The filing relates to the fiscal year ended December 31, 2016, and was issued on March 29, 2017.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. It references the publication of the annual management report and financial statements for the fiscal year ended December 31, 2016, on March 2, 2017, but does not summarize the figures within this document.
Material Changes and Corporate Actions
- Merger Proposal: The Extraordinary General Meeting agenda includes the approval of a merger with and into Ambev S.A. of "Cachoeiras de Macacu Bebidas Ltda." (Cachoeiras de Macacu).
- Valuation: Shareholders are asked to ratify the engagement of APSIS Consultoria e Avaliações Ltda. to prepare a valuation report of Cachoeiras de Macacu's net equity based on book value.
- Dividends and Interest: The Ordinary General Meeting will ratify the payment of interest on own capital and dividends for the fiscal year ended December 31, 2016, as previously approved by the Board of Directors.
Guidance, Outlook, and Governance
- Board Elections: The meeting will define the number of Board of Directors members and elect effective members and alternates for a term until the 2020 Ordinary General Meeting.
- Fiscal Council: Election of Fiscal Council members and alternates for a term until the 2018 Ordinary General Meeting.
- Compensation: Establishment of overall compensation for management and the Fiscal Council for the fiscal year 2017.
- Voting Procedures: The company will adopt distance voting procedures as mandated by CVM Ruling No. 561/15. Proxies must be deposited at least three business days prior to the meeting.
Investor Verification Checklist
- Verify the specific financial results for the fiscal year ended December 31, 2016, in the separate annual report published on March 2, 2017.
- Review the terms of the proposed merger with Cachoeiras de Macacu Bebidas Ltda. and the associated valuation report.
- Confirm the approved dividend and interest on own capital amounts for the 2016 fiscal year.
- Check the composition of the newly elected Board of Directors and Fiscal Council.
- Ensure compliance with distance voting procedures if participating remotely.