The timing, frequency and amount of future dividend payments, if any, will depend upon various factors the Board of Directors of Ambev considers relevant, including the earnings and the financial condition of Ambev. Ambev’s bylaws provide for a mandatory dividend of 40% of its adjusted annual net income, if any, as determined in the parent company financial statements. Brazilian companies are permitted to pay limited amounts of interest attributable to capital to shareholders, referred to as interest on shareholders’ equity, and treat such payments as an expense for Brazilian income and social contribution tax purposes. This notional interest distribution is treated for accounting purposes as a deduction from shareholders’ equity in a manner similar to a dividend. The benefit from the tax deductible interest on shareholders’ equity is recognized in income. The mandatory dividend includes amounts paid as interest on shareholders’ equity. However, payment of such interest on shareholders’ equity is subject (including ADSs) to Brazilian withholding income tax at the rate of 15%, whereas no such payment is required in connection with dividends paid.
Adjusted income not distributed as dividends or as interest on shareholders’ equity may be capitalized, used to absorb losses or otherwise appropriated as allowed under Brazilian Corporate Law or our bylaws; therefore, any adjusted income may no longer be available to be paid as dividends or interest on shareholders’ equity. Ambev may also not pay dividends or interest on shareholders’ equity to its shareholders in any particular fiscal year, upon the determination by the Board of Directors that such distribution would be inadvisable in view of Ambev’s financial condition. Any such dividends not distributed would be allocated to a special reserve account for future payment to shareholders, unless it is used to offset subsequent losses.
Under Brazilian Corporate Law any holder of record of shares at the time of a dividend declaration is entitled to receive dividends, which are generally required to be paid within 60 days following the date of such declaration, unless a shareholders’ resolution sets forth another date of payment, which, in either case, must occur prior to the end of the fiscal year in which such dividends were declared. Ambev’s bylaws do not provide for a time frame for payment of dividends. The mandatory dividend is satisfied through payments made in the form of dividends and interest on shareholders’ equity. Shareholders have a three-year period from the dividend payment date to claim the payment of dividends, after which we have no liability for such payment.
Shareholders who are not residents of Brazil must register their investment with the Central Bank in order for dividends, sales proceeds or other amounts to be eligible for remittance in foreign currency outside of Brazil. The common shares underlying our ADSs are deposited with the Brazilian custodian, Banco Bradesco S.A., which acts on behalf of and as agent for the depositary of the ADSs (The Bank of New York Mellon), which is registered with the Central Bank as the fiduciary owner of such Ambev shares. Payments of cash dividends and distributions, if any, on common shares will be made in Reais to the custodian on behalf of the depositary. The custodian will then convert such proceeds into U.S. dollars and will deliver such U.S. dollars to the depositary for distribution to the holders of ADSs. In the event that the custodian is unable to immediately convert the dividends in Reais into U.S. dollars, holders of the common ADSs may be adversely affected by devaluations or other exchange rate fluctuations before such dividends can be converted and remitted. Fluctuations in the exchange rate between the Real and the U.S. dollar may also affect the U.S. dollar equivalent of the Real price of the common shares on the BM&FBOVESPA.
Brazilian companies are allowed to distribute earnings to shareholders under the concept of interest on shareholders’ equity, which is equivalent, from an economic perspective, to a dividend, but is usually a tax maximizing way to distribute earnings to our shareholders, as it is deductible for income tax purposes up to a certain limit established in Brazilian tax laws. The maximum amount of interest accepted for tax purposes is calculated using the Company’s net equity, excluding some reserves, multiplied by the TJLP. The TJLP is the official long term interest rate defined by the Central Bank and used as reference in long-term loans provided by the BNDES.
The amounts paid as interest on shareholders’ equity are deductible for Ambev’s income tax and social contribution on net profits purposes. This deduction is limited to the greater of (i) 50% of the net income (after social contribution on net profits, and before taking the interest on shareholders’ equity or income tax into account); or (ii) 50% of retained earnings plus any earnings reserves as of the initial date of the period in respect of which the payment is made.
Interest on shareholders’ equity is treated similarly to dividends for purposes of income distribution. The only significant difference is that a 15% withholding tax is due by non-exempt shareholders, resident or not in Brazil, upon receipt of such interest payment, which tax is collected by the Company on behalf of its shareholders when the distribution is implemented. If the shareholder is not a Brazilian resident, and is resident or domiciled in a tax-haven jurisdiction according to Brazilian tax legislation, the withholding tax is due at a 25% rate. According to Brazilian tax legislation, in the case of payments of interest on shareholders’ equity, a shareholder’s country or location should be deemed a tax-haven jurisdiction when (a) such country or location does not tax income, (b) such country or location taxes income at a rate lower than 20%, or (c) the laws of such country or location do not allow access to information related to shareholding composition, to the ownership of investments, or to the identification of the beneficial owner of earnings that are attributed to non-residents. The Brazilian Revenue Service periodically issues an exhaustive list naming tax haven jurisdictions.
The amount shareholders receive as interest on shareholders’ equity net of taxes is deducted from the mandatory dividend owed to shareholders.
In accordance with CVM rules, the Company can launch Share Buyback programs, which can be put into effect through the purchase of shares in cash at the stock exchange or through the issuance of put and call options (provided that the volume of such options issued multiplied by their respective strike prices does not exceed the limit established for the program). Each program launched has a pre established amount and also follows other restrictions established by legislation specially related to the maximum amount of shares to be kept in treasury, which may not exceed the equivalent to 10% of the free float of each class of shares.
The following table shows the cash dividends and interest on shareholders’ equity paid by Ambev to its preferred and common shareholders since 2006:
|VALUE PER SHARE (NET)||VALUE||DISTRIBUTION*|
*IOC = Interest on Capital. / DIVID = Dividends
*Per share data adjusted to reflect any stock split or reverse stock split in the period.