EX-99.3 4 ex99-3.htm EX-99.3

Exhibit A.III – Information of the Candidates to the position of Member of the Company's Fiscal Council

(as items 7.3 to 7.6 of Exhibit C to CVM Resolution 80/22)

7.3 - In relation to each of the members of the issuer’s fiscal council, indicate in the table below:

 

Name Date of Birth Management body Date elected Term of office Start date of the first term of office

Taxpayer No. (CPF)

 

Profession Position held Took office Elected by controlling shareholder  
José Ronaldo Vilela Rezende June 7, 1962 Fiscal Council 04/30/2024 Until the 2025 AGM 04/29/2016
501.889.846-15 Accountant Fiscal Council (effective member) / elected by the controlling shareholder 05/09/2024 (estimate) Yes  
Elidie Palma Bifano May 16,1947 Fiscal Council 04/30/2024 Until the 2025 AGM 04/29/2019
395.907.558-87 Lawyer Fiscal Council (effective member) / elected by the controlling shareholder 05/09/2024 (estimate) Yes  
Emanuel Sotelino Schifferle February 27, 1940 Fiscal Council 04/30/2024 Until the 2025 AGM 04/12/2005
009.251.367-00 Engineer Fiscal Council (alternate member) / elected by the controlling shareholder 05/09/2024 (estimate) Yes  
Eduardo Rogatto Luque July 6, 1969  Fiscal Council 04/30/2024 Until the 2025 AGM 04/24/2020
142.773.658-84 Accountant Fiscal Council (alternate member) / elected by the controlling shareholder 05/09/2024 (estimate) Yes  
Fabio de Oliveira Moser December 26, 1976 Fiscal Council 04/30/2024 Until the 2025 AGM 05/03/2023
777.109.677-87 Administrator Fiscal Council (effective member) / elected by the minority shareholders 05/09/2024 (estimate) No  
João Vagnes de Moura Silva October 10, 1971 Fiscal Council 04/30/2024 Until the 2025 AGM 05/09/2024 (estimate)
584.043.411-68 Electric Engineer Fiscal Council (alternate member) / elected by the minority shareholders 05/09/2024 (estimate) No  

 

Professional experience / Autonomy Criteria / Declaration of any convictions (type of conviction and description of the conviction)  

José Ronaldo Vilela Rezende – 501.889.846-15

 

Mr. Rezende holds the position of effective member of the Company’s Fiscal Council and is the current President of the body. Over the past five years, he held the following positions during the indicated periods at the following companies/institutions: (i) member of the audit committee of Cerradinho Bioenergia S.A.; and (ii) member of the audit committee of Diagnósticos da America S.A. – DASA. In addition, he acted as risk management partner of the consulting practice at PricewaterhouseCoopers Brazil from 2005 to 2011, which main activities are auditing services; leader of the Agribusiness Industry at PricewaterhouseCoopers in Brazil (2006 to 2014) and in the Americas (2009 to 2014); and was the partner responsible at PricewaterhouseCoopers Brazil for delivering Risk Assurance Services (RAS) (relating to auditing processes and systems). Mr. Rezende is a certified fiscal council member by the Brazilian Institute of Governance (IBGC). 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, the Central Bank of Brazil, the Federal Insurance Commissioner and any final verdict in the judicial or administrative sphere, that led to suspension or disqualification from the practice of any professional or commercial activity. He is not a politically exposed person under the current legislation.

 
 
 

Elidie Palma Bifano - 395.907.558 - 87

 

Mrs. Bifano holds the position of effective member of the Company’s Fiscal Council. Over the past five years, she held the following positions with the following companies: (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; and (iii) Professor of the strictu sensu post-graduation courses of IBDT, IBET, CEU, COGEAE/ PUC. In addition, she was a member of Banco Santander (Brasil) S.A.’s Audit Committee from 2012 to 2018 and audit partner of the tax consultancy area at PricewaterhouseCoopers from 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, the Central Bank of Brazil, the Federal Insurance Commissioner and any final verdict in the judicial or administrative sphere that led to suspension or disqualification from the practice of any professional or commercial activity. She is not a politically exposed person under the current legislation.

 

Emanuel Sotelino Schifferle - 009.251.367-00

 

Mr. Schifferle holds the position of alternate member of the Company’s Fiscal Council. Over the past five years, he acted as 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. In addition, Mr. Schifferle acted as member of the Fiscal Council of América Latina Logística (ALL), between 2004 and 2009, a former listed company whose main activity was providing rail and road transportation services; alternate member, from 2005 to 2014, of the Fiscal Council of Companhia de Bebidas das Américas - Ambev, succeeded by the Company as of January 2, 2014; member of the Board of Directors, between 2007 and 2011, of São Carlos Empreendimentos e Participações S.A., a listed company whose main activity is managing property development projects for itself and third parties; member of the Fiscal Council of Estácio Participações S.A., a publicly held company whose main activities are the development and management of activity and institution in the education area; and member of the Fiscal Council, between 2011 and 2015, of Allis Participações S.A., a publicly listed company whose main business is providing marketing and sales services for various segments. 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, the Central Bank of Brazil, the Federal Insurance Commissioner and any final verdict in the judicial or administrative sphere that led to suspension or disqualification from the practice of any professional or commercial activity. He is not a politically exposed person under the current legislation.

 

 

 
 

Eduardo Rogatto Luque - 142.773.658-84

 

Mr. Luque holds the position of alternate member of the Company’s Fiscal Council. Over the past five years, he has held the following positions in the following companies/institutions: (i) managing partner and member of the Executive Committee of the Irko Group since 2017; (ii) member of the Audit Committee of Focus Energia S.A.; (iii) president of the Fiscal Council of Qualicorp S.A., Natura&Co and Fundação Antonio e Helena Zerrenner (FAHZ); (iv) member of the Fiscal Council of Itaúsa S.A.; (v) member of the Board of Directors and president of the Audit Committee of Cantu Store S.A.; (vi) member of the Audit Committee of Porto Seguro S.A.; (vii) Vice-President of ABRAPSA - Brazilian Association of Administrative Service Providers; (viii) member of the Institute of Independent Auditors of Brazil (IBRACON), American Institute of Certified Public Accountants (AICPA), Brazilian Institute of Governance (IBGC) and the Brazilian Accounting Institutes (CRC and CFC); (ix) partner at PricewaterhouseCoopers from 2004 to 2016, a company he worked for 27 years, with a 3 year exchange program in the US), with major experience serving important companies including in processes of Initial Public Offerings (IPO) at CVM and SEC. 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, the Central Bank of Brazil, the Federal Insurance Commissioner and any final verdict in the judicial or administrative sphere that led to suspension or disqualification from the practice of any professional or commercial activity. He is not a politically exposed person under the current legislation.

 

Fabio de Oliveira Moser - 777.109.677-87

 

Mr. Moser holds the position of effective member of the Company’s Fiscal Council. In the past five years, he has been a partner at Moser Consultoria. Over the years, he has also held positions as (i) director and senior adviser at RK Partners (2015 and 2018); (ii) CEO of Fator Administração de Recurso (FAR) from 2013 to 2015; (iii) head of investment banking at Banco Fator from 2011 to 2013; (iv) member of the Board of Directors of Oi S.A., Telemar Participações, Centrais Elétricas de Santa Catarina (CELESC), iG – Internet Group and Brasil Telecom Participações; (v) coordinator of (a) the Institutional Investors Commission (IBGC) from 2010 to 2012, and (b) the Technical Commission of Investments of ABRAPP from 2008 to 2010; and (vi) Chief Investment Officer of Banco do Brasil’s Employees’ Pension Fund - Previ between 2008 and 2010. Mr. Moser was elected by the minority shareholders. Mr. Fabio de Oliveira Moser 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 Central Bank of Brazil, the Federal Insurance Commissioner and any final verdict in the judicial or administrative sphere that led to suspension or disqualification from the practice of any professional or commercial activity. In 2020, CVM applied to Mr. Moser – as member of Inncorp S.A. Board of Directors – a pecuniary fine for non-compliance with article 142, IV and article 132 of Law No. 6,404/76. He is not a politically exposed person under the current legislation.

 

Joao Vagnes de Moura Silva - 584.043.411-68

 

Mr. Silva holds the position of Finance Executive Director at Banco do Brasil S.A. In the past 5 years, he has held positions as Controllership Director at Banco do Brasil S.A., in addition to Executive Director at BB DTVM and President at BB Tecnologia e Serviços S.A. Mr. Silva was appointed by the minority shareholders. Mr. Joao Vagnes de Moura Silva 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, the Central Bank of Brazil, the Federal Insurance Commissioner and any final verdict in the judicial or administrative sphere that led to suspension or disqualification from the practice of any professional or commercial activity. He is not a politically exposed person under the current legislation.

 
 
 

7.4 - Provide information mentioned in item 7.3 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.

 

7.5 - Inform the existence of any marital, 'stable union' or kinship relationship up to the 2nd degree between: a. members of issuer’s management; b. (i) members of issuer’s management and (ii) issuer’s members of direct or indirect subsidiaries’ management; c. (i) members of issuer’s management or its directly or indirectly held subsidiaries and (ii) issuer’s direct or indirect controlling shareholders; d. (i) members of issuer’s management and (ii) issuer’s members of direct and indirect parent companies’ management

 

a)                members of 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 Company’s Fiscal Council and Company’s management.

 

b)        members of Company's management and of 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 managers of the Company's directly or indirectly held subsidiaries.

 

c)                members of Company's management or of its directly or indirectly held subsidiaries and its direct or indirect controlling shareholders:

 

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 direct or indirect controlling shareholders.

 

d)                members of Company's management and of its direct and indirect parent companies:

 

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 direct and indirect parent companies.

 

7.6 - Inform about relationships of subordination, rendering of services or control maintained, in the last 3 fiscal years, between the issuer’s management and a. company directly or indirectly controlled by the issuer, except those in which the issuer directly or indirectly holds an interest equal to or greater than ninety-nine percent (99%) of the share capital; b. issuer’s direct or indirect controlling shareholder; and c. if relevant, supplier, client, debtor or creditor of the issuer, its subsidiaries or parent companies, or subsidiaries of any of these persons

 

a)                company directly or indirectly controlled by the Company, except those in which the Company directly or indirectly holds an interest equal to or greater than ninety-nine percent (99%) of the share capital:

 

Not applicable, since there are no relations of subordination, rendering of services or control maintained between those nominated for the positions as member of the Fiscal Council and those of any company directly or indirectly controlled by the Company, except those in which the Company directly or indirectly holds an interest equal to or greater than ninety-nine percent (99%) of the share capital, in the last three fiscal years.

 

 
 

b)                Company’s direct or indirect controlling shareholder:

 

Not applicable, since there are no relations of subordination between the Company’s direct or indirect controlling shareholder and those nominated for the positions as member of the Company’s Fiscal Council, company directly or indirectly controlled by the Company, in the last three fiscal years.

 

c)                if material, supplier, client, debtor or creditor of the Company, its subsidiaries or parent companies, or subsidiaries of any of these persons:

 

Not applicable, since there are no relevant relationships between any supplier, client, debtor or creditor with the Company, its subsidiaries or parent companies, or subsidiaries of any of these persons, in the last three fiscal years.

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