Exhibit A.III – Information of the Candidates to the position of Member of the Company's Fiscal Council
(as items 12.5 to 12.10 of Exhibit 24 to CVM Instruction 480/09)
12.5 - Composition and professional experience of members of management, Fiscal Council and statutory audit committee
|
| Name | Date of birth | Management body | Date elected | Term of office |
Taxpayer No. (CPF) | Profession | Position held | Took office | Elected by controlling shareholder |
| Other positions and duties for Issuer |
If the designated member is an independent member, criterion used by the issuer to determine their independence; |
Consecutive term of offices |
| José Ronaldo Vilela Rezende | 06/07/1962 | Fiscal Council | 04/29/2021 | Until the 2022 AGM |
| 501.889.846-15 | Accountant | Fiscal Council (effective member) / elected by the controlling shareholder | 05/05/2021 (estimated) | Yes |
| Not applicable, since the only position held in the Company is member of the Fiscal Council. | | | |
| Member elected by the controlling shareholder. | | | |
6th term of office | | | |
Elidie Palma Bifano | 05/16/1947 | Fiscal Council | 04/29/2021 | Until the 2022 AGM |
| 395.907.558-87 | Lawyer | Fiscal Council (effective member) / elected by the controlling shareholder | 05/05/2021 (estimated) | Yes |
| Not applicable, since the only position held in the Company is member of the Fiscal Council. | | | |
| Member elected by the controlling shareholder. | | | |
3rd term of office | | | |
| Vinicius Balbino Bouhid | 08/06/1961 | Fiscal Council | 04/29/2021 | Until the 2022 AGM |
| 667.460.867-04 | Civil engineer | Fiscal Council (effective member) / elected by the minority shareholders | 05/05/2021 (estimated) | No |
| Not applicable, since the only position held in the Company is member of the Fiscal Council. | | | |
Member elected by the minority shareholders. |
2nd term of office | | | |
| Emanuel Sotelino Schifferle | 02/27/1940 | Fiscal Council | 04/29/2021 | Until the 2022 AGM |
| 009.251.367-00 | Engineer | Fiscal Council (alternate member) / elected by the controlling shareholder | 05/05/2021 (estimated) | Yes |
| Not applicable, since the only position held in the Company is member of the Fiscal Council. | | | |
| Member elected by the controlling shareholder. | | | |
9th term of office | | | |
| Eduardo Rogatto Luque | 07/06/1969 | Fiscal Council | 04/29/2021 | Until the 2022 AGM |
| 142.773.658-84 | Contador | Fiscal Council (alternate member) / elected by the controlling shareholder | 05/05/2021 (estimated) | Yes |
| Not applicable, since the only position held in the Company is that of Fiscal Council member. | | | |
| Member elected by the controlling shareholder. | | | |
2nd term of office | | | |
| Carlos Tersandro Fonseca Adeodato | 01/02/1954 | Fiscal Council | 04/29/2021 | Until the 2022 AGM |
| 337.770.397-72 | Economist | Fiscal Council (alternate member) / elected by the minority shareholders | 05/05/2021 (estimated) | No |
| Not applicable, since the only position held in the Company is that of Fiscal Council member. | | | |
| Independent member - elected by the minority shareholders. | | | |
2nd term of office | | | |
| Professional experience / Declaration of any convictions | | | | |
| | | | | | | | | |
| José Ronaldo Vilela Rezende – 501.889.846-15 |
Mr. Rezende holds the position of effective member of the Company’s Fiscal Council since 2016. Over the past five years, he held the following positions with the following companies/institutions: (i) member of the audit committee of Cerradinho Bioenergia S.A.; (ii) member of the audit committee of Diagnósticos da America S.A. – DASA; and (iii) member of audit committee of Banco CSF S.A. In addition, he acted as risk management partner of the consulting practice at PricewaterhouseCoopers Brazil (2005 to 2011), which main activities are auditing services; leader of the Agribusiness Industry at PricewaterhouseCoopers in Brazil (2006 to 2014) and the Americas (2009 to 2014); andPricewaterhouseCoopers the partner in charge of delivering Risk Assurance Services (RAS) at PricewaterhouseCoopers (relating to auditing processes and systems) since 1998. Mr. Rezende is a certified fiscal council member by the Brazilian Institute of Governance (IBGC). Currently, he holds the position of Chairman of the Company’s Fiscal Council. Mr. José Ronaldo Vilela Rezende has declared that, for all legal purposes, he has not in the last five years been subject to the effects of any criminal conviction, any conviction or penalty arising from administrative proceedings before the CVM, or any final verdict in the judicial or administrative sphere, that led to suspension or disqualification from the practice of any professional or commercial activity.
Elidie Palma Bifano - 395.907.558 - 87
Mrs. Bifano holds the position of effective member of the Company’s Fiscal Council since 2019. Over the past five years, she held the following positions with the following companies/institutions: (i) partner at Mariz de Oliveira and Siqueira Campos Law Firm; (ii) Professor of the Professional Master's Course at the São Paulo Law School of Fundação Getúlio Vargas - FGV, in the course Business Structuring; (iii) Professor of the post-graduation courses strictu sensu of IBDT, IBET, APET, CEU; and (iv) effective member of the Company’s Fiscal Council. In addition, she was member of Banco Santander (Brasil) S.A.’s Audit Committee (2012 to 2018) and audit partner of the tax consultancy area at PricewaterhouseCoopers (1974 to 2012). Mrs. Elidie Palma Bifano has declared that, for all legal purposes, she has not in the last five years been subject to the effects of any criminal conviction, any conviction or penalty in administrative proceedings before the CVM or any final verdict in the judicial or administrative sphere that led to suspension or disqualification from the practice of any professional or commercial activity.
Vinicius Balbino Bouhid - 667.460.867/04
Mr. Bouhid holds the position of effective member of the Company’s Fiscal Council since 2020. Over the past five years, he held the following positions in the following companies/institutions: (i) effective member of the fiscal council at Norte Energia S.A.; and (ii) alternate member of the Company’s Fiscal Council. In addition, Mr. Bouhid acted as Chief Executive Officer (CEO) of BB Securities Ltd. (2013 to 2015), a wholly-owned subsidiary of Banco do Brasil headquartered in London that acts as a broker and distributor of bonds and securities for the EMEA region, having at the time led the AMBIMA ranking (Brazilian Finance and Capital Markets Association) with public offers by BB Seguridade, Petrobrás, BRFoods, CPFL, BTG Pactual, among others; also acted as Executive Manager at BB Banco de Investimentos (2009 to 2013), being responsible for the corporate governance and private equity area of the bank; member of the Board of Directors of BB Securities in London (2013 to 2015); member of the Fiscal Council of Companhia de Eletricidade do Estado da Bahia (Coelba), which operates in the electricity sector (2011 to 2013); member of Brasil Saúde’s Fiscal Council (2009 to 2010); and member of BrasilCap’s Fiscal Council (2001 to 2009). Mr. Vinicius Balbino Bouhid has declared that, for all legal purposes, he has not in the last five years been subject to the effects of any criminal conviction, any conviction or penalty in administrative proceedings before the CVM or any final verdict in the judicial or administrative sphere that led to suspension or disqualification from the practice of any professional or commercial activity.
Emanuel Sotelino Schifferle - 009.251.367-00
Mr. Schifferle holds the position of alternate member of the Company’s Fiscal Council since 2013. Over the past five years, he held the following positions in the following companies/institutions: (i) managing partner of ASPA Assessoria e Participações S/C Ltda., a company whose main activity is advising companies on restructuring, acquisition, negotiating contracts and transitional management, having managed companies under judicial recovery, reorganizing and restructuring companies, and renegotiating contracts among other activities; and (ii) member of the Fiscal Council of Estácio Participações S.A., a listed company whose main activities are development and management of educational activity and institutions (2008 to 2020). In addition, Mr. Schifferle acted as (i) member of the Fiscal Council of América Latina Logística (ALL), a listed company whose main activity is providing rail and road transportation services (2004 to 2009); (ii) alternate member of the Fiscal Council of Companhia de Bebidas das Américas - Ambev (2005 to 2014), which was succeeded by the Company as of January 2, 2014, as described in item 6.3 of its Reference Form; (iii) member of the Board of Directors of São Carlos Empreendimentos e Participações S.A., a listed company whose main activity is managing property development projects for itself and third parties (2007 to 2011); and (iv) member of the Fiscal Council of Allis Participações S.A., a publicly listed company whose main business is providing marketing and sales services for various segments (2011 to 2015). Mr. Emanuel Sotelino Schifferle has declared, for all legal purposes, that in the last five years he has not been subject to the effects of any criminal conviction, any conviction or penalty in administrative proceedings before the CVM or any final verdict in the judicial or administrative sphere that led to suspension or disqualification from the practice of any professional or commercial activity.
Eduardo Rogatto Luque - 142.773.658-84
Mr. Luque holds the position of alternate member of the Company’s Fiscal Council since 2020. In the past 5 years, he has held the following positions in the following companies/institutions: (i) managing partner and leader of the areas of Quality and Technical Committee of the Irko Group; (ii) chairman of the Fiscal Councils of Qualicorp S.A. and Natura & Co; (iii) effective member of the Fiscal Councils of Itaúsa S.A. and Fundação Zerrenner; (iv) Vice-President and Financial Officer at ABRAPSA - Brazilian Association of Administrative Service Providers; (v) member of the Institute of Independent Auditors of Brazil (IBRACON); (vi) member of California AICPA (CALAICPA); (vii) member of the Brazilian Institute of Corporate Governance (IBGC; and (viii) member of the Brazilian Accounting Institutes (CRC and CFC). In addition, he was a partner at PricewaterhouseCoopers (2004 to 2016), a company he worked for 27 years. Mr. Eduardo Rogatto Luque has declared, for all legal purposes, that in the last 5 years he has not been subject to the effects of any criminal conviction, any conviction or penalty in an administrative proceeding before the CVM or any final verdict in the judicial or administrative sphere that led to suspension or disqualification from the practice of any professional or commercial activity.
Carlos Tersandro Fonseca Adeodato - 337.770.397/72
Mr. Adeodato holds the position of alternate member of the Company’s Fiscal Council since 2020. Over the past 5 years, he has been involved in rendering advising and consulting services at the company Comatrix Soluções Ltda., located in Rio de Janeiro, and at DOT Digital Group, located in Santa Catarina, and acting as the representative of HydroCarbon Dynamics (HCDi) in Brazil, a subsidiary of Indago Energy with headquarters in Australia. In addition, Mr. Adeodato has acted as Chief Financial and Investor Relations Officer at HRT Participações em Petróleo and Chief Financial Officer at HRT Exploração em Petróleo Ltda (2010 to 2013). Mr. Carlos Tersandro Fonseca Adeodato has declared, for all legal purposes, that he has not in the last five years been subject to the effects of any criminal conviction, any conviction or penalty in administrative proceedings before the CVM or any final verdict in the judicial or administrative sphere that led to suspension or disqualification from the practice of any professional or commercial activity.
12.6- For each person who acted as a member of the board of directors or the Fiscal Council in the last year, state in tabulated format their percentage attendance at meetings held by the respective body in the same period that occurred after taking office.
| Fiscal Council | Total meetings held by the respective body since date of taking office* | Member's percentage attendance at meetings held by the respective body in the same period, after taking office |
| José Ronaldo Vilela Rezende | 8 | 100% |
| Elidie Palma Bifano | 8 | 100% |
| Vinicius Balbino Bouhid | 8 | 100% |
| Emanuel Sotelino Schifferle | 8 | 100% |
| Eduardo Rogatto Luque | 8 | 100% |
| Carlos Tersandro Fonseca Adeodato | 8 | 100% |
* Meetings held from 05/06/2020 to 03/16/2021.
12.7 - Provide information mentioned in item 12.5 in relation to members of the statutory committees and of the audit, risk, financial and compensation committees, even if such committees or structures are not statutory.
Not applicable. None of the members designated for the Fiscal Council are part of any of the Company's committees.
12.8 - For each person who acted as a member of the statutory committees or the audit, risk, financial and compensation committees, even if such committees or structures are not statutory, state in tabular format, their percentage attendance at meetings held by the respective body in the same period that occurred after taking office.
Not applicable. None of the members designated for the Fiscal Council are part of any of the Company's committees.
12.9 - Any marital, 'stable union' or kinship relationship up to the 2nd degree related to management of the issuer, its subsidiaries or controlling shareholders
| a) | the Company's management: |
Not applicable, since there are no cases of marital, 'stable union' or kinship relations to the second degree among those nominated for positions as members of the Fiscal Council and its management.
| b) | members of Company's management and its directly and indirectly held subsidiaries: |
Not applicable, since there are no cases of marital, 'stable union' or kinship relations to the second degree among those nominated for positions as members of the Fiscal Council and managers of the Company's directly or indirectly held subsidiaries
| c) | members of Company's management and its directly or indirectly held subsidiaries: |
Not applicable, since there are no cases of marital, 'stable union' or kinship relations to the second degree among those nominated for positions as members of the Fiscal Council and the Company's directly or indirectly controlling shareholders.
| d) | members of Company's management and its directly or indirectly held subsidiaries: |
Not applicable, since there are no cases of marital, 'stable union' or kinship relations to the second degree among those nominated for positions as members of the Fiscal Council and the management of the Company's directly or indirectly controlling shareholders.
12.10 - Relationships of subordination, providing services or control between management and subsidiaries, controlling shareholders or another
| a) | company directly or indirectly controlled by the Company, except those in which the Company directly or indirectly holds all share capital: |
Not applicable, since there are no relations of subordination, service or control maintained in the last three fiscal years, among those nominated for the Fiscal Council members and those of any company directly or indirectly controlled by the Company, except those in which the Company directly or indirectly holds all share capital.
| b) | directly or indirectly controlling shareholder of the Company: |
Identification Position/duties | Taxpayer No. (CPF/CNPJ) | Relationship between manager and related person | Type of related person |
| Manager of the issuer |
| Eduardo Rogatto Luque | 142.773.658-84 | Service Supplier | Direct controlling shareholder |
| Member of the Company's Fiscal Council |
| Related Person |
| Fundação Zerrenner | 60.480.480/0001-67 | | |
| Member of Fundação Zerrenner’s Fiscal Council. |
| Note |
| N/A |
| c) | if material, supplier, client, debtor or creditor of the Company, its subsidiaries or parent companies or subsidiaries of any of these persons, if material: |
Not applicable, since there are no relevant relations of subordination, service or control maintained in the last three fiscal years among those nominated for the Company's Fiscal Council member positions and any supplier, client, debtor or creditor of the Company, its subsidiaries or controlling shareholders or subsidiaries of any of these persons.
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