SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of May, 2023

Commission File Number 1565025

AMBEV S.A.

(Exact name of registrant as specified in its charter)

AMBEV S.A.

(Translation of Registrant's name into English)

Rua Dr. Renato Paes de Barros, 1017 - 3rd Floor
04530-000 São Paulo, SP
Federative Republic of Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.


Form 20-F ___X___ Form 40-F _______

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _______ No ___X____

Ambev S.A.

Interim consolidated

financial statements at
March 31, 2023
and report on review

Report on review of interim
consolidated financial statements

To the Board of Directors and Shareholders

Ambev S.A.

Introduction

We have reviewed the accompanying interim consolidated balance sheet of Ambev S.A. and its subsidiaries ("Company") as at March 31, 2023 and the related interim consolidated income statement, comprehensive income, changes in equity and cash flows for the quarter then ended, and notes, comprising a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation and fair presentation of these interim consolidated financial statements in accordance with the accounting standard International Accounting Standard (IAS) 34 - "Interim Financial Reporting", of the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these interim consolidated financial statements based on our review.

Scope of review

We conducted our review in accordance with International Standards on Reviews of Interim Financial Information (ISRE 2410 - "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", respectively). A review of interim information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim consolidated financial statements referred to above do not present fairly, in all material respects, the financial position of Ambev S.A. and its subsidiaries as at March 31, 2023, and the consolidated financial performance and cash flows for the quarter then ended, in accordance with IAS 34.

São Paulo, May 17, 2023

PricewaterhouseCoopers

Auditores Independentes Ltda.

CRC 2SP000160/O-5

Alessandro Marchesino de Oliveira

Contador CRC 1SP265450/O-8

2

PricewaterhouseCoopers Auditores Independentes Ltda., Avenida Brigadeiro Faria Lima, 3732, Edifício B32, 16o

São Paulo, SP, Brasil, 04538-132

T: +55 (11) 4004-8000, www.pwc.com.br

AMBEV S.A.

CONTENTS

INTERIM CONSOLIDATED BALANCE SHEET 2
INTERIM CONSOLIDATED INCOME STATEMENT 4
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 5
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 6
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS 8
1.CORPORATE INFORMATION 9
2.STATEMENT OF COMPLIANCE 10
3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 11
4.USE OF ESTIMATES AND JUDGMENTS 12
5.CASH AND CASH EQUIVALENTS 14
6.INVESTMENT SECURITIES 14
7.INVENTORY 14
8.RECOVERABLE INDIRECT TAXES 15
9.DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION 15
10.PROPERTY, PLANT AND EQUIPMENT 18
11.GOODWILL 21
12.TRADE PAYABLES 22
13.INTEREST-BEARING LOANS AND BORROWINGS 22
14.PROVISIONS 24
15.CHANGES IN EQUITY 26
16.SEGMENT REPORTING 31
17.NET SALES 33
18.OTHER OPERATING INCOME/(EXPENSES) 34
19.EXCEPTIONAL ITEMS 34
20.FINANCE EXPENSES AND INCOME 35
21.INCOME TAX AND SOCIAL CONTRIBUTION 36
22.SHARE-BASED PAYMENTS 37
23.FINANCIAL INSTRUMENTS AND RISKS 40
24.COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPPLIERS, ADVANCES FROM CUSTOMERS AND OTHERS 54
25.CONTINGENCIES 55
26.RELATED PARTIES 58
27.EVENTS AFTER THE REPORTING PERIOD 62

AMBEV S.A.

INTERIM CONSOLIDATED BALANCE SHEET

All amounts in thousands of Brazilian Reais unless otherwise stated

Assets Note 03/31/2023 12/31/2022
Cash and cash equivalents 5 12,214,086 14,926,435
Investment securities 6 365,284 454,497
Trade receivables 5,046,681 5,349,105
Derivative financial instruments 23 351,951 272,301
Inventories 7 13,030,878 12,923,025
Income tax and social contributions recoverable 1,905,477 1,808,661
Recoverable indirect taxes (i) 8 1,144,166 1,044,814
Other assets 1,320,164 1,037,873
Current assets 35,378,687 37,816,711
Investment securities 6 250,633 219,055
Derivative financial instruments 23 47 1,531
Income tax and social contributions recoverable 4,453,321 4,607,486
Recoverable indirect taxes (i) 8 6,663,469 6,708,773
Deferred tax assets 9 7,213,641 6,438,835
Other assets 1,887,760 1,905,194
Employee benefits 55,623 56,582
Long term assets 20,524,494 19,937,456
Investments in joint ventures 338,198 331,939
Property, plant and equipment 10 29,790,563 30,055,690
Intangible 9,250,418 9,222,249
Goodwill 11 40,184,362 40,594,038
Non-current assets 100,088,035 100,141,372
Total assets 135,466,722 137,958,083

(i) From the first quarter of 2023, the nomenclature "Recoverable Taxes" was changed to "Recoverable Indirect Taxes".

The accompanying notes are an integral part of these interim consolidated financial statements.

AMBEV S.A.

INTERIM CONSOLIDATED BALANCE SHEET (CONTINUED)

All amounts in thousands of Brazilian Reais unless otherwise stated

Equity and liabilities Note 03/31/2023 12/31/2022
Trade payables 12 21,623,085 24,328,529
Derivative financial instruments 23 1,136,633 729,424
Interest-bearing loans and borrowings 13 1,138,029 982,569
Bank overdrafts 5 157,093 74,343
Wages and salaries 1,773,595 2,335,826
Dividends and interest on shareholders' equity payable 1,442,711 1,464,812
Income tax and social contribution payable 1,212,448 1,118,614
Taxes and contributions payable 3,448,301 5,812,872
Put option granted on subsidiaries and other liabilities 3,518,212 3,512,822
Provisions 14 182,270 180,727
Current liabilities 35,632,377 40,540,538
Trade payables 12 479,040 509,427
Derivative financial instruments 23 4,198 -
Interest-bearing loans and borrowings 13 2,651,322 2,788,137
Deferred tax liabilities 9 3,759,787 3,725,692
Income tax and social contribution payable 1,573,816 1,598,626
Taxes and contributions payable 465,455 670,974
Put option granted on subsidiaries and other liabilities 1,680,118 1,896,758
Provisions 14 731,816 738,982
Employee benefits 2,051,926 2,161,122
Non-current liabilities 13,397,478 14,089,718
Total liabilities 49,029,855 54,630,256
Equity 15
Issued capital 58,177,929 58,130,517
Reserves 92,312,687 92,246,594
Carrying value adjustments (70,460,500) (68,421,478)
Retained earnings/(losses) 4,969,475 -
Equity attributable to the equity holders of Ambev 84,999,591 81,955,633
Non-controlling interests 1,437,276 1,372,194
Total equity 86,436,867 83,327,827
Total equity and liabilities 135,466,722 137,958,083

The accompanying notes are an integral part of these interim consolidated financial statements.

AMBEV S.A.

INTERIM CONSOLIDATED INCOME STATEMENT

For the period ended March 31

All amounts in thousands of Brazilian Reais unless otherwise stated

Note 2023 2022
Net sales 17 20,531,743 18,439,152
Cost of sales (10,131,684) (9,414,486)
Gross profit 10,400,059 9,024,666
Distribution expenses (2,916,696) (2,529,019)
Sales and marketing expenses (1,741,300) (1,516,976)
Administrative expenses (1,305,552) (1,173,436)
Other operating income/(expenses), net 18 481,076 386,722
Exceptional items 19 (27,889) (27,226)
Income from operations 4,889,698 4,164,731
Finance expenses 20 (1,732,166) (1,623,093)
Finance income 20 734,304 1,026,380
Net finance result (997,862) (596,713)
Share of results of joint ventures (14,172) (2,404)
Income before income tax 3,877,664 3,565,614
Income tax expense 21 (58,415) (36,776)
Net income 3,819,249 3,528,838
Attributable to:
Equity holders of Ambev 3,699,575 3,412,772
Non-controlling interest 119,674 116,066
Basic earnings per share - common - R$ 0.2350 0.2168
Diluted earnings per share - common - R$ 0.2335 0.2153

The accompanying notes are an integral part of these interim consolidated financial statements.

AMBEV S.A.

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period ended March 31

All amounts in thousands of Brazilian Reais unless otherwise stated

2023 2022
Net income 3,819,249 3,528,838
Items that may be subsequently reclassified to profit or loss:
Exchange differences on the translation of foreign operations (gains/(losses))
Investment hedge - put option granted on subsidiaries 65,667 311,179
Gains/losses on translation of other foreign operations (2,027,761) (7,309,774)
Gains/losses on translation of foreign operations (1,962,094) (6,998,595)
Cash flow hedge - gains/(losses)
Recognized in equity (Hedge reserve) (12,952) (685,748)
Reclassified from equity (Hedge reserve) and included in profit or loss (93,916) (429,423)
Total cash flow hedge (106,868) (1,115,171)
Items that will not be reclassified to profit or loss:
Recognition of actuarial gains/(losses) 4,616 1,226
Other comprehensive (loss)/income (2,064,346) (8,112,540)
Total comprehensive (loss)/income 1,754,903 (4,583,702)
Attributable to:
Equity holders of Ambev 1,655,897 (4,496,599)
Non-controlling interest 99,006 (87,103)

The accompanying notes are an integral part of these interim consolidated financial statements. The consolidated statement of comprehensive income is presented net of income tax. The income tax effects of these items are disclosed in Note 9 - Deferred income tax and social contribution.

AMBEV S.A.

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended March 31

All amounts in thousands of Brazilian Reais unless otherwise stated

Attributable to equity holders of Ambev
Issued capital Capital reserves Net income reserves Retained earnings Carrying value adjustments Total Non-controlling interests Total equity
At January 1, 2022 58,042,464 55,187,188 31,191,640 - (61,778,261) 82,643,031 1,374,586 84,017,617
Net Income - - - 3,412,772 - 3,412,772 116,066 3,528,838
Comprehensive income:
Gains/(losses) on the translation of foreign operations - - - (6,793,284) (6,793,284) (205,311) (6,998,595)
Cash flow hedges - - - (1,117,137) (1,117,137) 1,966 (1,115,171)
Actuarial gains/(losses) - - - 1,050 1,050 176 1,226
Total comprehensive income - - - 3,412,772 (7,909,371) (4,496,599) (87,103) (4,583,702)
Capital increase (Note 15) 88,053 (64,289) - - - 23,764 - 23,764
Effect of application of IAS 29 (hyperinflation) - - - 723,880 - 723,880 2,081 725,961
Gains/(losses) of controlling interest - - - - (2,259) (2,259) (110) (2,369)
Dividends paid - - - - - - (16,111) (16,111)
Purchases of shares, results from treasury shares and share-based payments - 31,281 - - - 31,281 - 31,281
At March 31, 2022 58,130,517 55,154,180 31,191,640 4,136,652 (69,689,891) 78,923,098 1,273,343 80,196,441

The accompanying notes are an integral part of these interim consolidated financial statements.

AMBEV S.A.

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended March 31

All amounts in thousands of Brazilian Reais unless otherwise stated

Attributable to equity holders of Ambev
Issued capital Capital reserves Net income reserves Retained earnings Carrying value adjustments Total Non-controlling interests Total equity
At January 1, 2023 58,130,517 55,339,694 36,906,900 - (68,421,478) 81,955,633 1,372,194 83,327,827
Net Income - - - 3,699,575 - 3,699,575 119,674 3,819,249
Comprehensive income:
Gains/(losses) on the translation of foreign operations - - - (1,941,515) (1,941,515) (20,579) (1,962,094)
Cash flow hedges - - - (106,869) (106,869) 1 (106,868)
Actuarial gains/(losses) - - - 4,706 4,706 (90) 4,616
Total comprehensive income - - - 3,699,575 (2,043,678) 1,655,897 99,006 1,754,903
Capital increase (Note 15) 47,412 (32,869) - - - 14,543 - 14,543
Effect of application of IAS 29 (hyperinflation) - - - 1,269,900 - 1,269,900 3,115 1,273,015
Options granted on subsidiaries - - - - 4,700 4,700 - 4,700
Gains/(losses) of controlling interest - - - - (44) (44) - (44)
Dividends paid - - - - - - (37,039) (37,039)
Purchases of shares, results from treasury shares and share-based payments - 98,962 - - - 98,962 - 98,962
At March 31, 2023 58,177,929 55,405,787 36,906,900 4,969,475 (70,460,500) 84,999,591 1,437,276 86,436,867

The accompanying notes are an integral part of these interim consolidated financial statements.

AMBEV S.A.

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended March 31

All amounts in thousands of Brazilian Reais unless otherwise stated

Note 2023 2022
Net income 3,819,249 3,528,838
Depreciation, amortization and impairment 1,526,837 1,330,963
Impairment losses on receivables and inventory 109,423 72,104
Additions/(reversals) in provisions and employee benefits 24,013 10,438
Net finance costs 20 997,862 596,713
Losses/(gains) on sale of property, plant and equipment and intangible assets (28,077) (33,423)
Equity-settled share-based payment expenses 22 77,166 77,929
Income tax expense 21 58,415 36,776
Share of result of joint ventures 14,172 2,404
Hedge operations results 23 (104,828) (355,736)
Other non-cash items included in profit - (14,873)
Cash flow from operating activities before changes in working capital and use of provisions 6,494,232 5,252,133
(Increase)/decrease in trade and other receivables (256,344) 857,142
(Increase)/decrease in inventories (496,438) (1,252,106)
Increase/(decrease) in trade and other payables (4,092,002) (2,637,607)
Cash generated from operations 1,649,448 2,219,562
Interest paid (140,669) (76,241)
Interest received 163,908 119,532
Dividends received 4,949 2,098
Income tax paid (2,253,903) (1,745,195)
Cash flow from operating activities (576,267) 519,756
Proceeds from sales of property, plant and equipment and intangible assets 23,830 37,271
Acquisitions of property, plant and equipment and intangible assets (1,152,953) (888,537)
Acquisitions of subsidiaries, net of cash acquired - (2,376)
Acquisitions of other investments (6,519) -
Investments in short-term debt securities and net proceeds/(acquisitions) of debt securities 54,915 546,444
Cash flow from investing activities (1,080,727) (307,198)
Capital increase 14,543 23,764
Proceeds/(repurchases) of treasury shares (4,851) (7,791)
Proceeds from borrowings 45,448 58,976
Repayment of borrowings (77,233) (46,359)
Cash net of finance costs other than interests (727,330) (2,560,803)
Payment of lease liabilities (228,732) (165,401)
Dividends and interest on shareholders' equity paid (38,175) (22,006)
Cash flow from financing activities (1,016,330) (2,719,620)
Net increase/(decrease) in cash and cash equivalents (2,673,324) (2,507,062)
Cash and cash equivalents less bank overdrafts at the beginning of the year 14,852,092 16,597,184
Effect of exchange rate fluctuations on cash and cash equivalents (121,775) (1,293,663)
Cash and cash equivalents less bank overdrafts at the end of the year 12,056,993 12,796,459

The accompanying notes are an integral part of these interim consolidated financial statements.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

1. CORPORATE INFORMATION
(a) Description of business

Ambev S.A. (referred to as the "Company" or "Ambev") together with its subsidiaries (the "Group" or "Consolidated"), headquartered in São Paulo - SP, Brazil, has as its purpose, either directly or through participation in other companies, the production and sale of beer, draft beer, soft drinks, other non-alcoholic beverages, malt and food in general, as well as the advertising of its own and of third-party products; the sale of promotional and advertising materials; and the direct or indirect exploitation of bars, restaurants, snack bars and similar establishments, among others.

The Company's shares and American Depositary Receipts ("ADRs") are listed on the Brasil, Bolsa, Balcão S.A. ("B3") under the ticker "ABEV3" and on the New York Stock Exchange ("NYSE") under the ticker "ABEV", respectively.

The Company's direct controlling shareholders are Interbrew International B.V. ("ITW International") and AmBrew S.à.r.l ("Ambrew"), both of which are subsidiaries of Anheuser-Busch InBev N.V. ("AB InBev").

The interim financial statements were approved, in their final form, by the Board of Directors on May 03, 2023.

(b) Major corporate events in 2023 and 2022

Tax Credits - 2022

After the decision of the Federal Supreme Court ("STF") in the judgment of RE 574.706/PR, rendered in 2017 and ratified in May 2021, which declared the unconstitutionality of the inclusion of the ICMS in the taxable base of PIS and COFINS, the General Attorney's Office ("PGFN"), with binding effects, ruled on the content and effects of this decision. The PGFN normative (PGFN Opinion 14,483/2021) presented its understanding of the limits of the judgment and equated the procedures that must be observed by the Tax Administration in relation to the matter, especially with regard to issues related to the ICMS to be excluded from the taxable base of PIS and COFINS, temporal aspects regarding the applicability of the STF understanding (modulation of effects) and the impacts of said exclusion on the credits recorded by the purchasers upon acquisitions.

In view of the pacification and the binding understanding of the subject by the PGFN, the Company concluded in the second trimester of 2022 analysis that allowed an accounting recognition of R$1.2 billion at the same period, regarding the tax credit of the exclusion of the ICMS in the taxable base of PIS and COFINS in subsidiaries operations.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Renegotiation of Tenedora's shareholders agreement

The Company and E. León Jimenes, S.A. ("ELJ"), as the shareholders of Tenedora CND, S.A. ("Tenedora"), a holding company headquartered in the Dominican Republic, the owner of almost the entire share capital of Cervecería Nacional Dominicana, S.A., on July 2, 2020, signed the second amendment to Tenedora's Shareholders Agreement (the "Shareholders Agreement"), extending their partnership in the country and postponing the terms of the put and call options defined in the original Agreement. ELJ is currently the owner of 15% of Tenedora's shares, and its put option is now divided into two tranches: (i) Tranche A, corresponding to 12.11% of the shares, exercisable in 2022, 2023 and 2024; and (ii) Tranche B, corresponding to 2.89% of the shares, exercisable starting in 2026. The Company, on the other hand, has a call option over the Tranche A shares exercisable starting in 2021 and over the Tranche B shares to be exercised starting in 2029. At March 31, 2023, there were no exercises for these options. The details of the assumptions used for these options are described in Note 23 (Item IV (d)).

2. STATEMENT OF COMPLIANCE

The consolidated interim financial statements have been prepared using the going-concern accounting basis and are being presented in accordance with IAS 34 - Interim Financial Reporting as issued by the International Accounting Standards Board ("IASB").

The information does not meet all disclosure requirements for the presentation of full annual financial statements and thus should be read in conjunction with the consolidated financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") for the year ended December 31, 2022. To avoid duplication of disclosures which are included in the annual financial statements, the following notes were not subject to full filing:

(a) Summary of significant accounting policies (Note 3);
(b) Trade receivables (Note 20);
(c) Intangibles (Note 15);
(d) Goodwill (Note 14);
(e) Interest-bearing loans and borrowings (Note 23);
(f) Employee benefits (Note 24);
(g) Changes in equity (Note 22);

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

(h) Additional information on operating expenses by nature (Note 10);
(i) Payroll and related benefits (Note 9);
(j) Contingencies (Note 30);
(k) Group companies (Note 32); and
(l) Insurance (Note 33).
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There were no significant changes in the accounting policies and calculation methods used for the interim financial statements as at March 31, 2023 compared to those presented in the financial statements for the years ended December 31, 2022.

(a) Basis of preparation and measurement

The interim financial statements are presented in thousands of Brazilian Reais ("R$"), unless otherwise indicated, rounded to the nearest thousand. The measurement basis used in preparing the interim financial statements is the historical cost, net realizable value, fair value or recoverable amount.

(b) Recently issued IFRS

The revised standards and new standards, which became effective in 2023 are not applicable or did not have any material impact for the Company for the preparation of these consolidated financial statements.

Other Standards, Interpretations and Amendments to Standards

There are no other Standards, Interpretations and/or Amendments to Standards that are not in force and that the Company expects to have a material impact resulting from their application in the interim consolidated financial statements on the entity in the current or future reporting periods, or on foreseeable future transactions.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

(c) Foreign currency conversion

Exchange rates

The main exchange rates used in the preparation of the Company's interim financial statements are as follows:

Closing rate Average rate
Currency Name Country 03/31/2023 12/31/2022 03/31/2023 03/31/2022
CAD Canadian Dollar Canada 3.7490 3.8540 3.8259 4.2043
DOP Dominican Peso Dominican Republic 0.0921 0.0925 0.0920 0.0944
USD US Dollar Panamá and Cuba 5.0804 5.2177 5.1736 5.3549
GTQ Quetzal Guatemala 0.6533 0.6623 0.6603 0.6915
ARS Argentinean Peso Argentina 0.0243 0.0295 0.0277 0.0511
BOB Bolivian Peso Bolivia 0.7299 0.7497 0.7433 0.7694
PYG Guarani Paraguay 0.0007 0.0007 0.0007 0.0008
UYU Uruguayan Peso Uruguay 0.1315 0.1302 0.1320 0.1224
CLP Chilean Peso Chile 0.0064 0.0061 0.0062 0.0065
BBD Barbadian Dollar Barbados 2.5044 2.5721 2.5504 2.6397
4. USE OF ESTIMATES AND JUDGMENTS

The preparation of interim financial statements in compliance with IFRS requires Management to make use of judgments, estimates and assumptions that affect the application of accounting practices and the reported amounts of assets and liabilities, income and expenses. The estimates and assumptions are based on past experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for decision-making regarding judgments relating to the carrying amounts of assets and liabilities that are not readily evident from other sources. The actual results may differ from these estimates.

The estimates and assumptions are reviewed on a regular basis. Changes in accounting estimates may affect the period during which they are realized, or future periods.

Although each significant accounting policy reflects judgments, assessments or estimates, the Company believes that the following accounting practices reflect the most critical judgments, estimates and assumptions that are important to its business operations and the understanding of its results:

(i) predecessor basis of accounting;

(ii) business combinations;

(iii) joint arrangements;

(iv) accounting and financial reporting in hyperinflationary economies;

(v) current and deferred tax;

(vi) leases;

(vii) assets and liabilities recognition related to extemporaneous tax credits and debits;

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

(viii) employee benefits;

(ix) share-based payments;

(x) provisions and contingent liabilities, including tax contingencies;

(xi) measurement of financial instruments, including derivatives;

(xii) impairment and

(xiii) tax incentives and subsidized loans.

The fair values of acquired identifiable intangibles with indefinite useful lives are based on an assessment of future cash flow. Impairment analyses of goodwill and intangible assets with indefinite useful lives are performed at least annually, or whenever a triggering event occurs, to determine whether the carrying value exceeds the recoverable amount.

The Company uses its judgment to choose between a variety of methods including the net fair value of expenses approach and option valuation models and makes assumptions about the fair value of financial instruments mainly based on the market conditions at each balance sheet date.

Actuarial assumptions regarding future events are used for the calculation of projected pension and other long-term employee benefit expenses and liabilities. These factors include assumptions regarding interest rates, rates of increase in healthcare costs, rates of future compensation increases, turnover rates, and life expectancy. Such estimates are reviewed annually by independent actuaries.

The Company is subject to income tax in numerous jurisdictions. Significant judgment is required to determine the Company's worldwide provision for income tax. There are some transactions and calculations for which the ultimate tax determination is uncertain. The Company and some of its subsidiaries are involved in tax audits, usually in relation to prior years. These audits are ongoing in various jurisdictions as at the balance sheet date, and, by their nature, can take a considerable time to complete.

To measure the amounts of extemporaneous tax credits arising from lawsuits, the Company evaluates the documents for the period covered by the lawsuit, and applies the guidelines for the final decision, applicable legislation or other elements that enable the amount to be estimated with sufficient reliability.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

5. CASH AND CASH EQUIVALENTS
03/31/2023 12/31/2022
Cash 172,756 280,850
Current bank accounts 5,372,234 5,990,271
Short-term bank deposits (i) 6,669,096 8,655,314
Cash and cash equivalents 12,214,086 14,926,435
Bank overdrafts (157,093) (74,343)
Cash and cash equivalents less bank overdraft 12,056,993 14,852,092

(i) The balance refers mostly to Bank Deposit Certificates ("CDBs"), of high liquidity, which are readily convertible into known amounts of cash and which are subject to an insignificant risk of change in value.

The cash and cash equivalents balance include the amount of R$3,324 million as at March 31, 2023 (R$3,083 million in 2022), which is not freely transferable to the parent company due to remittance restrictions in Cuba and Argentina.

6. INVESTMENT SECURITIES
03/31/2023 12/31/2022
Financial assets at fair value through profit or loss 365,284 454,497
Current investment securities 365,284 454,497
Investment on debt securities (i) 250,633 219,055
Non-current investment securities 250,633 219,055
Total 615,917 673,552

(i) The balance refers substantially to financial investments linked to tax incentives that do not have immediate convertibility into a known amount of cash.

7. INVENTORY
03/31/2023 12/31/2022
Finished goods 4,164,975 4,094,014
Work in progress 906,334 845,661
Raw materials and consumables 6,736,788 6,798,273
Spare parts and others 993,968 986,925
Prepayments 360,187 358,325
Impairment losses (131,374) (160,173)
13,030,878 12,923,025

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

The changes in impairment losses on inventory are as follows:

At December 31, 2021 (157,774)
Effects of movements in foreign exchange in the balance sheet 17,818
Provisions (305,789)
Write-off 285,572
At December 31, 2022 (160,173)
Effects of movements in foreign exchange in the balance sheet 2,214
Provisions (76,428)
Write-off 103,013
At March 31, 2023 (131,374)
8. RECOVERABLE INDIRECT TAXES

03/31/2023 12/31/2022
PIS/COFINS exclusion of ICMS (i) 292,869 73,451
PIS/COFINS 184,074 242,665
ICMS 492,899 542,195
IPI 129,638 131,022
Other 44,686 55,481
Current 1,144,166 1,044,814
PIS/COFINS exclusion of ICMS (i) 5,885,754 5,992,800
ICMS 433,389 423,158
Other 344,326 292,815
Non-current 6,663,469 6,708,773
Total 7,807,635 7,753,587

(i) As detailed in Note 25 - Contingencies, the Company recognized PIS and COFINS credits arising from the exclusion of ICMS from the calculation basis. The corresponding entry for recognition is recorded in the item Recoverable PIS/COFINS - exclusion of ICMS, according to the table above.

From the first quarter of 2023, the nomenclature "Recoverable Taxes" was changed to "Recoverable Indirect Taxes".

9. DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION

Deferred taxes for income tax and social contribution taxes are calculated on temporary differences between the tax bases of these taxes and the accounting calculations of the Company, which include tax losses. The tax rates in Brazil, which are expected to be applicable upon the realization of the deferred taxes, are 25% for income tax and 9% for social contribution. For other regions in which the Company operates, the expected nominal rates are as follows:

Central America and the Caribbean from 15% to 27%
Latin America - South (i) from 10% to 35%
Canada 26.5%
Luxembourg from 11.7% to 24.94%

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Deferred tax assets are recognized to the extent that it is probable that future taxable profits are probable, which may be offset against recorded temporary differences at March 31, 2023.

The details of the amount of deferred income tax and social contribution by type of temporary difference are as follows:

03/31/2023 12/31/2022
Assets Liabilities Net Assets Liabilities Net
Investment securities 7,731 - 7,731 7,521 - 7,521
Intangible - (1,682,325) (1,682,325) - (1,690,219) (1,690,219)
Employee benefits 754,101 - 754,101 951,213 - 951,213
Trade payables 3,054,914 (2,704) 3,052,210 3,232,776 (2,884) 3,229,892
Trade receivables 43,374 (3,062) 40,312 38,620 (3,802) 34,818
Derivatives 55,490 (61,851) (6,361) 95,130 (44,806) 50,324
Interest-bearing loans and borrowings 519 (737) (218) 490 (893) (403)
Inventories 421,201 (139,159) 282,042 413,856 (139,281) 274,575
Property, plant and equipment 883,198 (2,162,905) (1,279,707) 899,531 (2,177,094) (1,277,563)
Withholding tax on undistributed profits and royalties - (1,829,023) (1,829,023) - (1,877,574) (1,877,574)
Investments in joint ventures - (421,589) (421,589) - (421,589) (421,589)
Interest on shareholders' equity 856,682 - 856,682 - - -
Losses carried forward 2,867,281 - 2,867,281 2,660,683 - 2,660,683
Provisions 808,235 - 808,235 819,288 - 819,288
Complement of income tax of foreign subsidiaries due in Brazil - (20,850) (20,850) - - -
Impact of the adoption of IFRS 16 (Leases) 35,652 (14,502) 21,150 35,061 (11,371) 23,690
ICMS on the assessment bases of PIS/COFINS - (168,232) (168,232) - (168,232) (168,232)
Other items 319,586 (147,171) 172,415 260,861 (164,142) 96,719
Gross deferred tax assets/(liabilities) 10,107,964 (6,654,110) 3,453,854 9,415,030 (6,701,887) 2,713,143
Netting by taxable entity (2,894,323) 2,894,323 - (2,976,195) 2,976,195 -
Net deferred tax assets/(liabilities) 7,213,641 (3,759,787) 3,453,854 6,438,835 (3,725,692) 2,713,143

The Company only reclassifies the balances of deferred income tax and social contribution assets against liabilities to a net presentation basis when the applicable compensation criteria are met.

The critical estimates of Ambev's Management, as well the main contingent liabilities related to uncertainty about the tax treatment of income, are disclosed in Notes 4 and 25, respectively.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

As at March 31, 2023 the deferred tax assets and liabilities related to combined tax losses which are expected to be utilized or settled using temporary differences, as follows:

03/31/2023
Deferred taxes not related to tax losses to be realized until 12 months to be realized after 12 months Total
Investment securities - 7,731 7,731
Intangible (1,326) (1,680,999) (1,682,325)
Employee benefits 82,925 671,176 754,101
Trade payables (217,719) 3,269,929 3,052,210
Trade receivables 30,454 9,858 40,312
Derivatives (119,439) 113,078 (6,361)
Interest-bearing loans and borrowings (477) 259 (218)
Inventories 411,694 (129,652) 282,042
Property, plant and equipment 51,981 (1,331,688) (1,279,707)
Withholding tax on undistributed profits and royalties (103,164) (1,725,859) (1,829,023)
Investments in joint ventures - (421,589) (421,589)
Interest on shareholders' equity 856,682 - 856,682
Provisions 444,962 363,273 808,235
Complement of income tax of foreign subsidiaries due in Brazil (20,850) - (20,850)
Impact of the adoption of IFRS 16 (Leases) - 21,150 21,150
ICMS on the assessment bases of PIS/COFINS - (168,232) (168,232)
Other items 110,209 62,206 172,415
Total 1,525,932 (939,359) 586,573

The majority of tax losses and negative social contribution bases on which deferred income tax and social contribution were calculated do not have a statute of limitations. The use of credits related to tax losses is based on the projected future existence of taxable profits, limited to 30% of taxable income for the year, according to the actual figures for prior years, and the projections of the Company's business in the economies in which they are located, and thus is in compliance with the applicable fiscal and accounting rules.

Deferred tax related to tax losses 03/31/2023
2023 281,599
2024 160,427
2025 102,396
2026 106,593
2027 1,146,708
2028 to 2030 866,787
2031 to 2032 (i) 202,771
Total 2,867,281

(i) There is no expectation of realization beyond a term of ten years.

As of March 31, 2023, besides the tax credits related to tax losses effectively recognized in the amounts disclosed above, other tax credits related to accumulated tax losses in the amount of R$658,741 (R$875,267 in 2022) - which are equivalent, in value basis, to R$2,486,772 at March 31, 2023 (R$3,359,497 in December 31, 2022) - were not recorded, since their realization is not probable in currently evaluation. Most tax losses are not subject to statute of limitation.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

The net change in deferred income tax and social contribution is detailed as follows:

At December 31, 2022 2,713,143
Recognition of actuarial gains/(losses) (23)
Investment hedge - put option granted on subsidiaries (33,829)
Cash flow hedge - gains/(losses) 67,642
Gains/(losses) on translation of other foreign operations 92,007
Recognized in other comprehensive income 125,797
Recognized in the income statement 791,542
Changes directly in the balance sheet (176,628)
Recognized in deferred tax (190,089)
Effect of application of IAS 29 (hyperinflation) (190,089)
Recognized in other balance sheet group 13,461
At March 31, 2023 3,453,854
10. PROPERTY, PLANT AND EQUIPMENT
03/31/2023 12/31/2022
Property, plant and equipment 26,650,536 26,961,300
Right of use assets 3,140,027 3,094,390
29,790,563 30,055,690

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Land and buildings Plant and equipment Fixtures and fittings Under construction Total
Acquisition cost
At December 31, 2021 13,539,889 37,469,551 7,526,730 5,404,521 63,940,691
Effects of movements in foreign exchange in the balance sheet (1,075,903) (3,378,423) (879,479) (360,672) (5,694,477)
Effects of application of IAS 29 (hyperinflation) 870,517 2,890,991 744,355 252,720 4,758,583
Acquisitions 11,197 1,283,543 87,339 4,923,571 6,305,650
Disposals and write-offs (24,603) (1,531,367) (349,763) (10) (1,905,743)
Transfers from/(to) other asset categories 1,173,106 3,083,855 553,405 (5,870,382) (1,060,016)
At December 31, 2022 14,494,203 39,818,150 7,682,587 4,349,748 66,344,688
Effects of movements in foreign exchange in the balance sheet (363,010) (1,173,331) (318,947) (56,801) (1,912,089)
Effects of application of IAS 29 (hyperinflation) 329,021 1,388,711 311,276 48,385 2,077,393
Acquisitions 11 372,350 (16,082) 780,296 1,136,575
Disposals and write-offs (62) (175,472) (42,803) - (218,337)
Transfers from/(to) other asset categories 226,725 191,207 444,094 (1,115,938) (253,912)
Balance as at March 31, 2023 14,686,888 40,421,615 8,060,125 4,005,690 67,174,318
Land and buildings Plant and equipment Fixtures and fittings Under construction Total
Depreciation
At December 31, 2021 (4,449,481) (26,585,042) (6,242,098) - (37,276,621)
Effects of movements in foreign exchange in the balance sheet 243,770 2,311,071 767,887 - 3,322,728
Effects of application of IAS 29 (hyperinflation) (157,793) (1,938,440) (647,696) - (2,743,929)
Depreciation (436,447) (3,160,997) (579,654) - (4,177,098)
Disposals and write-offs 4,526 1,515,730 335,175 - 1,855,431
Transfers from/(to) other asset categories 57 32,721 7,341 - 40,119
Impairment losses (410) (403,637) 29 - (404,018)
At December 31, 2022 (4,795,778) (28,228,594) (6,359,016) - (39,383,388)
Effects of movements in foreign exchange in the balance sheet 84,519 815,208 280,932 - 1,180,659
Effects of application of IAS 29 (hyperinflation) (59,802) (1,069,986) (276,451) - (1,406,239)
Depreciation (117,757) (820,892) (138,051) - (1,076,700)
Disposals and write-offs 23 186,416 35,448 - 221,887
Transfers from/(to) other asset categories (98) 327,180 (317,614) - 9,468
Impairment losses - (69,469) - - (69,469)
At March 31, 2023 (4,888,893) (28,860,137) (6,774,752) - (40,523,782)
Carrying amount:
At December 31, 2022 9,698,425 11,589,556 1,323,571 4,349,748 26,961,300
At March 31, 2023 9,797,995 11,561,478 1,285,373 4,005,690 26,650,536

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Right-of-use assets:

Buildings Machinery, equipment and vehicles Others Total
Acquisition cost
At December 31, 2021 2,307,181 2,023,890 111,705 4,442,776
Effects of movements in foreign exchange in the balance sheet (111,567) (11,725) (5,411) (128,703)
Additions 627,999 915,042 94,670 1,637,711
Write-offs (11,221) (252,542) - (263,763)
Transfers from/(to) other asset categories (114,039) 21,695 (7,816) (100,160)
At December 31, 2022 2,698,353 2,696,360 193,148 5,587,861
Effects of movements in foreign exchange in the balance sheet (24,508) (2,676) (5,532) (32,716)
Additions 152,560 262,051 15,938 430,549
Write-offs (20,003) (119,750) - (139,753)
Transfers from/(to) other asset categories 3,367 3,110 1,764 8,241
At March 31, 2023 2,809,769 2,839,095 205,318 5,854,182
Buildings Machinery, equipment and vehicles Others Total
Depreciation
At December 31, 2021 (1,101,199) (724,183) (57,203) (1,882,585)
Effects of movements in foreign exchange in the balance sheet 47,332 6,040 2,915 56,287
Depreciation (391,625) (415,310) (38,550) (845,485)
Write-offs 20,918 58,011 - 78,929
Transfers (from)/to other asset categories 77,057 11,799 10,527 99,383
At December 31, 2022 (1,347,517) (1,063,643) (82,311) (2,493,471)
Effects of movements in foreign exchange in the balance sheet 10,430 1,080 1,341 12,851
Depreciation (113,018) (120,618) (13,907) (247,543)
Write-offs 15,391 2,852 - 18,243
Transfers (from)/to other asset categories (6,672) 195 2,242 (4,235)
At March 31, 2023 (1,441,386) (1,180,134) (92,635) (2,714,155)
Carrying amount:
At December 31, 2022 1,350,836 1,632,717 110,837 3,094,390
At March 31, 2023 1,368,383 1,658,961 112,683 3,140,027

Term contracts and discount rate

The Company estimated discount rates, based on risk-free interest rates observed in the Brazilian market, for the terms of its contracts, adjusted to their reality (credit spread). Spreads were obtained with financial institutions. The following table shows the rates applied:

Rate %
Lease Term 03/31/2023 12/31/2022
2022 - 2026 9.91% 9.46%
2027 - 2031 10.61% 10.27%
2032 - 2036 16.12% 15.16%

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

11. GOODWILL
03/31/2023 12/31/2022
Balance at the end of the previous year 40,594,038 42,411,260
Effects of movements in foreign exchange in the balance sheet (1,005,766) (3,510,494)
Effect of application of IAS 29 (hyperinflation) 596,090 1,709,880
Acquisitions, (write-offs) and disposal through business combinations - (16,608)
Balance at the end of the year 40,184,362 40,594,038

The carrying amount of goodwill was allocated to the different cash-generating units as follows:

Functional currency 03/31/2023 12/31/2022
Brazil BRL 17,702,415 17,702,415
Goodwill 102,945,048 102,945,048
Non-controlling transactions (i) (85,242,633) (85,242,633)
CAC:
Dominican Republic DOP 4,210,824 4,231,606
Panama PAB 1,766,033 1,813,772
Latin America - South:
Argentina ARS 3,453,906 3,462,984
Bolivia BOB 1,797,045 1,845,619
Chile CLP 56,286 53,094
Paraguay PYG 946,885 953,771
Uruguay UYU 194,954 193,108
Canada CAD 10,056,014 10,337,669
40,184,362 40,594,038

(i) This refers to the shareholding exchange transaction in 2013 as a result of the adoption of the predecessor basis of accounting.

Impairment testing

The impairment test is updated annually considering the most accurate estimates calculated by Management. For the second year of the model, we used the assumptions that were already considered for the projection of the other years, considering that they are still valid. There are no indications of impairment until March 31, 2023.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

12. TRADE PAYABLES
03/31/2023 12/31/2022
Trade payables 20,617,745 23,498,099
Related parties (Note 26) 1,005,340 830,430
Current 21,623,085 24,328,529
Trade payables 161,207 165,871
Related parties (Note 26) 317,833 343,556
Non-current 479,040 509,427
Total 22,102,125 24,837,956

The Company recognizes its third party and related party vendor obligations in trade payables line. When relevant, vendor trade payables are adjusted at present value. Therefore, the present value adjustment recorded for trade payables, at March 31, 2023 is R$369 million (R$367 million at December 31, 2022).

The controlled companies in Argentina, Chile, Paraguay and Panama have transactions with discounted trade bills with endorsement (trade payables securitization) with vendors in the amount of R$143.4 million at March 31, 2023 (R$219.3 million at December 31, 2022). In general, the abovementioned discounted trade bills transactions occur by legal impositions existing in these jurisdictions. These transactions maintain commercial characteristics since there are no changes in previously established conditions and its vendor's choice to carry out the anticipation of its trade receivables with the Company.

13. INTEREST-BEARING LOANS AND BORROWINGS
03/31/2023 12/31/2022
Secured bank loans 44,976 54,536
Other unsecured loans 137,264 144,424
Lease liabilities 955,789 783,609
Current liabilities 1,138,029 982,569
Secured bank loans 112,111 126,240
Other unsecured loans 332,892 328,116
Lease liabilities 2,206,319 2,333,781
Non-current liabilities 2,651,322 2,788,137

Additional information regarding the exposure of the Company to interest rate risk, foreign currency risk and debt repayment schedule risk is disclosed in Note 23 - Financial instruments and risks.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Contractual clauses (Covenants)

As March 31, 2023, as well as at December 31, 2022, the Company's loans had equal rights to payment without subordination clauses. For the credit lines due to FINAME contracted by the Company with Banco Nacional de Desenvolvimento Econômico e Social ("BNDES"), the assets acquired using the credit granted were placed as collateral. Other loans and financing contracted by the Company require various guarantees as collateral, such as warranty or real estate, or are unsecured. Most loan contracts contain contractual covenants, including: financial covenants, including actions that can reduce the ability to pay the loans; maintenance of the Company's assets, purposing to assure that all remain under usage condition; restrictions on acquisitions, mergers, sales or disposals of its assets; disclosure of financial statements and the balance sheet; no prohibitions related to new guarantees for loans contracted, except if: (i) expressly authorized under the agreement; (ii) new loans contracted from financial institutions linked to the Brazilian government including BNDES or foreign governments; or foreign governments, multilateral financial institutions (e.g. the World Bank) or in jurisdictions in which the Company operates.

Additionally, all agreements with BNDES are subject to certain "provisions applicable to agreements entered into with BNDES" ("Provisions"). Such Provisions require the borrower to obtain prior consent from BNDES if they, for instance, wish to: (i) raise new loans (except for the loans described in the Provisions); (ii) give preference and/or priority to other debts; and/or (iii) dispose of or encumber any items of their fixed assets (except as provided for within the Provisions).

These clauses are applicable from the date of execution and effectiveness of each contract to the extent that the events mentioned in the contract occur. Depending on the materiality of each event and its potential adverse effects on the Company and/or its subsidiaries or the rights of its creditors, contractual penalties may be applied, including the early maturity of the respective contract. In certain contracts, in the event of occurrence of any of the events set out in the restrictive clauses, the Company may be granted a grace period to resolve any contractual defaults, in order to avoid any penalties resulting from the breach of its obligations.

Lastly, regarding the tax incentives on financing or subsidized loans, these are subject to the fulfillment of several commitments according to the legislation or contracts upon which those incentives are based on, such as (i) maintenance of jobs or job creation; (ii) realization of investments; (iii) increase in production capacity; (iv) commitment to collect ICMS; (v) maintenance of fiscal good standing; among others, obligations that refer to facts under the Company's control. These commitments are applicable as from the signature date of the respective contracts related to fiscal benefits.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

As at March 31, 2023, as well as at December 31, 2022, the Company was in compliance with all of its contractual obligations for its loans and financing.

14. PROVISIONS

(a) Provision changes

Balance as at December 31, 2021 Effect of changes in foreign exchange rates Additions Provisions used Provisions reversed Balance as at December 31, 2022
Provision for disputes and litigation
Taxes on sales 218,553 - 157,621 (85,842) (43,384) 246,948
Labor 124,188 (4,605) 194,228 (161,975) (19,735) 132,101
Civil 252,954 (17,537) 312,731 (196,613) (15,601) 335,934
Other taxes 162,989 (8,097) 60,145 (7,181) (14,927) 192,929
Total provision for disputes and litigation 758,684 (30,239) 724,725 (451,611) (93,647) 907,912
Restructuring 17,406 (2,015) - (3,594) - 11,797
Total provisions 776,090 (32,254) 724,725 (455,205) (93,647) 919,709
Balance as at December 31, 2022 Effect of changes in foreign exchange rates Additions Provisions used Provisions reversed Balance as at March 31, 2023
Provision for disputes and litigation
Taxes on sales 246,948 - 13,708 (2,790) (4,990) 252,876
Labor 132,101 (893) 34,851 (26,842) (6,086) 133,131
Civil 335,934 (3,956) 31,279 (1,116) (17,765) 344,376
Other taxes 192,929 (2,034) 4,697 (3,017) (15,178) 177,397
Total provision for disputes and litigation 907,912 (6,883) 84,535 (33,765) (44,019) 907,780
Restructuring 11,797 (216) - (5,275) - 6,306
Total provisions 919,709 (7,099) 84,535 (39,040) (44,019) 914,086

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

(b) Expected settlement
03/31/2023 12/31/2022
Current Non-current Current Non-current
Provision for disputes and litigation
Taxes on sales 53,103 199,773 53,103 193,845
Labor 27,118 106,013 27,210 104,891
Civil 72,716 271,660 72,891 263,043
Other taxes 23,027 154,370 22,925 170,004
Total provision for disputes and litigation 175,964 731,816 176,129 731,783
Restructuring 6,306 - 4,598 7,199
Total provisions 182,270 731,816 180,727 738,982

The expected settlement of provisions was based on management's best estimate at the balance sheet date.

(c) Main lawsuits with a probable likelihood of loss:

(c.1) Sales taxes

In Brazil, the Company and its subsidiaries are parties to various administrative and judicial proceedings related to ICMS, IPI, PIS and COFINS taxes, considered as probable likelihood of loss. Such proceedings include, among others, tax offsetting, appropriation of tax credits and alleged insufficient payment of the respective taxes.

(c.2) Labor

The Company and its subsidiaries are parties to labor proceedings with former employees or former employees of service providers. The main issues involve overtime and related effects and respective charges.

(c.3) Civil

The Company and its subsidiaries are involved in civil lawsuits considered as representing a probable likelihood of loss. The most relevant portion of these lawsuits refers to former distributors, mainly in Brazil, mostly claiming damages resulting from the termination of their contracts.

The processes representing possible likelihood of loss are disclosed in Note 25 - Contingencies.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

15. CHANGES IN EQUITY

(a) Capital stock

03/31/2023 12/31/2022
Thousands of common shares Thousands of Real Thousands of common shares Thousands of Real
Beginning balance 15,750,217 58,130,517 15,744,452 58,042,464
Capital increase (i) 3,616 47,412 5,765 88,053
Final balance (ii) 15,753,833 58,177,929 15,750,217 58,130,517

(i) Capital increase related to the issue of shares.

(ii) The capital stock is fully subscribed and paid up.

(b) Capital reserves

Capital Reserves
Treasury shares Share Premium Other capital reserves Share-based Payments Total
At January 1, 2022 (1,037,711) 53,662,811 700,898 1,861,190 55,187,188
Capital increase - - - (64,289) (64,289)
Purchases of shares, results from treasury shares and share-based payments 6,540 - - 24,741 31,281
At March 31, 2022 (1,031,171) 53,662,811 700,898 1,821,642 55,154,180
Capital Reserves
Treasury shares Share Premium Other capital reserves Share-based Payments Total
At January 1, 2023 (1,073,506) 53,662,811 700,898 2,049,491 55,339,694
Capital increase - - - (32,869) (32,869)
Purchases of shares, results from treasury shares and share-based payments 8,151 - - 90,811 98,962
At March 31, 2023 (1,065,355) 53,662,811 700,898 2,107,433 55,405,787

(b.1) Purchase of shares and result of treasury shares

Treasury shares represent the Company's own issued shares reacquired by the Company, and the results of treasury shares related to gains and losses on share-based payment transactions and others.

The changes in treasury shares are as follows:

Acquisition/realization of shares Result of Treasury Shares Total Treasury Shares
Thousands of shares Thousands of Brazilian Reais Thousands of shares Thousands of Brazilian Reais
At January 1, 2022 5,783 (98,140) (939,571) (1,037,711)
Changes during the year (452) 8,606 (2,066) 6,540
At March 31, 2022 5,331 (89,534) (941,637) (1,031,171)

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Acquisition/realization of shares Result of Treasury Shares Total Treasury Shares
Thousands of shares Thousands of Brazilian Reais Thousands of shares Thousands of Brazilian Reais
At January 1, 2023 8,482 (131,877) (941,629) (1,073,506)
Changes during the year (623) 9,814 (1,663) 8,151
At March 31, 2023 7,859 (122,063) (943,292) (1,065,355)

(b.2) Share premium

The share premium refers to the difference between the subscription price that the shareholders paid for the shares and their nominal value. Since this is a capital reserve, it can only be used to increase capital, offset losses, or redeem, reimburse or repurchase shares.

(b.3) Share-based payment

Different share-based payment programs and stock purchase option plans allow the senior management from Ambev's economic group to acquire shares in the Company.

The share-based payment reserve recorded a charge of R$77,166 on March 31, 2023 (R$77,929 at March 31, 2022) (Note 22 - Share-based payments).

(c) Net income reserves

Net income reserves
Investments reserve Legal reserve Fiscal incentive Total
At January 1, 2022 18,359,259 4,456 12,827,925 31,191,640
At March 31, 2022 18,359,259 4,456 12,827,925 31,191,640
Net income reserves
Investments reserve Legal reserve Fiscal incentive Total
At January 1, 2023 22,055,901 4,456 14,846,543 36,906,900
At March 31, 2023 22,055,901 4,456 14,846,543 36,906,900

There was no change in net income reserves in the first quarter of 2022 and 2023.

(c.1) Investments reserve

From the net income after applicable deductions, there will be a target allocation of no more than 60% of the adjusted net profit to the investment reserve, to be used to support future investments, as defined in the Company's bylaws. This reserve cannot exceed 80% of capital stock. If this limit is exceeded, the General Meeting shall deliberate about the distribution of the amount to shareholders or capital increase.

(c.2) Legal reserve

From the net income, 5% will be applied before any other allocation to the legal reserve, which cannot exceed 20% of the capital stock. The Company is not required to supplement the legal reserve for the year when the balance of this reserve, plus the amount of the capital reserves, exceeds 30% of the capital stock.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

(c.3) Tax incentives

The Company recognizes in its equity, in the net income reserves line, the fiscal incentives regarding tax benefits at the respective fiscal year. All the tax incentives are under certain state and federal industrial development programs in the form of rate reduction, reduction of calculation basis, financing or subsidized loans, assumed credit, effective collection, the deferred payment or partial reductions in the payable state tax amount.

These programs aim to generate employment, promote regional decentralization, and complement and diversify the industrial base of the states. In these states, the grace periods and use and reductions are set out according to the legislation upon which those incentives are based on, depending on their nature, when conditions for obtaining these grants exist, they are under Company's control. Such benefits comply with the systematic set by Complementary Federal Law 160/2017 and by Convênio CONFAZ 190/2017. Due to change in article 30 of Federal Law 12,973/14 by Complementary Federal Law 160/2017, state fiscal incentives related to sales taxes are recognized as government subsidies for investments.

The portion of income for the period related to tax incentives, which will be allocated to the profit reserve at the end of the fiscal year and therefore was not being used as a basis for dividend distribution, was composed of the following:

03/31/2023 12/31/2022
ICMS (Brazilian state value-added tax) 682,700 486,336
Income tax 27,957 21,379
710,657 507,715

(c.4) Interest on shareholders' equity/dividends

Brazilian companies are permitted to distribute the interest attributed to shareholders' equity calculated based on the long-term interest rate ("TJLP"), with such interest being tax-deductible, in accordance with the applicable law and, when distributed, may be considered part of the minimum mandatory dividends.

As determined by its by-laws, the Company is required to distribute to its shareholders, as a minimum mandatory dividend in respect of each fiscal year ending December 31, an amount of not less than 40% of its net income determined under Brazilian law, adjusted in accordance with the applicable law, unless the payment of such amount would be incompatible with Ambev's financial situation. The minimum mandatory dividend includes amounts paid as interest on shareholders' equity.

There was no payment of dividends or interest on shareholders' equity in the three-month periods ended March 31, 2022 and March 31, 2023.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

(d) Carrying value adjustments

Carrying value adjustments
Translation reserves Cash flow hedge Actuarial gains/ (losses) Put option granted on subsidiary Gains/(losses) of non-controlling interest's share Business combination Accounting adjustments for transactions between shareholders Total
At January 1, 2022 13,526,157 1,225,253 (1,131,476) (6,666) (121,599) 156,091 (75,426,021) (61,778,261)
Comprehensive income:
Gains/(losses) on the translation of foreign operations (6,793,284) - - - - - - (6,793,284)
Cash flow hedges - (1,117,137) - - - - - (1,117,137)
Actuarial gains/(losses) - - 1,050 - - - - 1,050
Total comprehensive income (6,793,284) (1,117,137) 1,050 - - - - (7,909,371)
Gains/(losses) of controlling interest - - - - (2,259) - - (2,259)
At March 31, 2022 6,732,873 108,116 (1,130,426) (6,666) (123,858) 156,091 (75,426,021) (69,689,891)
Carrying value adjustments
Translation reserves Cash flow hedge Actuarial gains/ (losses) Put option granted on subsidiary Gains/(losses) of non-controlling interest's share Business combination Accounting adjustments for transactions between shareholders Total
At January 1, 2023 6,753,983 908,521 (664,985) (6,666) (130,578) 156,091 (75,437,844) (68,421,478)
Comprehensive income:
Gains/(losses) on the translation of foreign operations (1,941,515) - - - - - - (1,941,515)
Cash flow hedges - (106,869) - - - - - (106,869)
Actuarial gains/(losses) - - 4,706 - - - - 4,706
Total comprehensive income (1,941,515) (106,869) 4,706 - - - - (2,043,678)
Options granted on subsidiaries - - - - 4,700 - - 4,700
Gains/(losses) of controlling interest - - - - (44) - - (44)
At March 31, 2023 4,812,468 801,652 (660,279) (6,666) (125,922) 156,091 (75,437,844) (70,460,500)

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

(d.1) Translation reserves

The translation reserves comprise all foreign currency exchange differences arising from the translation of the financial statements with a functional currency different to the Real.

The translation reserves also comprise the portion of the gain or loss on the foreign currency liabilities and on the derivative financial instruments determined to be effective net investment hedges.

(d.2) Cash flow hedge reserves

The hedging reserves represent the effective portion of the cumulative net change in the fair value of cash flow hedges to the extent that the hedged risk has not yet impacted profit or loss (for additional information, see Note 23 - Financial instruments and risks).

(d.3) Actuarial gains and losses

Actuarial gains and losses include expectations regarding future pension plan obligations. Consequently, the results of actuarial gains and losses are recognized on a timely basis considering the best estimates available to Management. Accordingly, the Company recognizes the results of these estimated actuarial gains and losses, on a monthly basis, based on the expectations presented in the independent actuarial report.

(d.4) Accounting adjustments for transactions between shareholders

As determined by IFRS 10, any difference between the amount paid (fair value) for the acquisition of a non-controlling interest and the carrying amount of such non-controlling interest shall be recognized directly in the controlling shareholders' equity. The acquisition of the non-controlling interest related to Companhia de Bebidas das Américas ("Former Ambev"), and the abovementioned adjustment was recognized in carrying value adjustments when applicable.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

16. SEGMENT REPORTING
(a) Reportable segments three-month-period ended in:
Brazil CAC (i) Latin America - South (ii) Canada Consolidated
03/31/2023 03/31/2022 03/31/2023 03/31/2022 03/31/2023 03/31/2022 03/31/2023 03/31/2022 03/31/2023 03/31/2022
Net sales 11,046,716 9,598,205 2,305,599 2,282,858 5,131,944 4,602,596 2,047,484 1,955,493 20,531,743 18,439,152
Cost of sales (5,792,284) (5,098,063) (1,123,964) (1,165,775) (2,332,877) (2,336,126) (882,559) (814,522) (10,131,684) (9,414,486)
Gross profit 5,254,432 4,500,142 1,181,635 1,117,083 2,799,067 2,266,470 1,164,925 1,140,971 10,400,059 9,024,666
Distribution expenses (1,573,917) (1,384,892) (216,807) (193,618) (650,366) (525,671) (475,606) (424,838) (2,916,696) (2,529,019)
Sales and marketing expenses (913,217) (766,879) (176,867) (143,061) (379,391) (343,880) (271,825) (263,156) (1,741,300) (1,516,976)
Administrative expenses (822,540) (754,896) (108,372) (57,525) (216,632) (198,632) (158,008) (162,383) (1,305,552) (1,173,436)
Other operating income/(expenses) 446,604 336,793 11,208 24,125 16,531 22,928 6,733 2,876 481,076 386,722
Exceptional items (17,947) (13,209) (2,227) (4,364) (7,715) (9,653) - - (27,889) (27,226)
Income from operations 2,373,415 1,917,059 688,570 742,640 1,561,494 1,211,562 266,219 293,470 4,889,698 4,164,731
Net finance costs (711,387) (300,644) (8,139) (12,743) (239,594) (266,813) (38,742) (16,513) (997,862) (596,713)
Share of results of joint ventures (2,178) (2,392) 1,056 (163) - - (13,050) 151 (14,172) (2,404)
Income before income tax 1,659,850 1,614,023 681,487 729,734 1,321,900 944,749 214,427 277,108 3,877,664 3,565,614
Income tax expense 669,552 637,668 (208,563) (234,645) (396,171) (323,612) (123,233) (116,187) (58,415) (36,776)
Net income 2,329,402 2,251,691 472,924 495,089 925,729 621,137 91,194 160,921 3,819,249 3,528,838
EBITDA 3,311,324 2,694,120 849,279 888,006 1,862,182 1,494,052 379,578 417,112 6,402,363 5,493,290
Depreciation, amortization and impairment (940,087) (779,453) (159,653) (145,529) (300,688) (282,490) (126,409) (123,491) (1,526,837) (1,330,963)
Net finance costs (711,387) (300,644) (8,139) (12,743) (239,594) (266,813) (38,742) (16,513) (997,862) (596,713)
Income tax expense 669,552 637,668 (208,563) (234,645) (396,171) (323,612) (123,233) (116,187) (58,415) (36,776)
Net income 2,329,402 2,251,691 472,924 495,089 925,729 621,137 91,194 160,921 3,819,249 3,528,838
EBITDA margin as a % 30.0% 28.1% 36.8% 38.9% 36.3% 32.5% 18.5% 21.3% 31.2% 29.8%
Acquisition of property, plant and equipment 751,513 539,833 125,561 176,408 216,360 134,899 59,519 37,397 1,152,953 888,537

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

(continued)

Brazil CAC (i) Latin America - South (ii) Canada Consolidated
03/31/2023 12/31/2022 03/31/2023 12/31/2022 03/31/2023 12/31/2022 03/31/2023 12/31/2022 03/31/2023 12/31/2022
Segment assets 57,209,234 57,353,828 15,059,830 15,385,644 21,778,778 22,044,529 16,123,378 16,093,315 110,171,220 110,877,316
Intersegment elimination (2,328,785) (2,533,082)
Non-segmented assets 27,624,287 29,613,849
Total assets 135,466,722 137,958,083
Segment liabilities 24,133,336 29,153,247 4,487,788 5,097,957 6,302,469 6,843,640 4,480,732 5,053,663 39,404,325 46,148,507
Intersegment elimination (2,329,149) (2,534,093)
Non-segmented liabilities 98,391,546 94,343,669
Total liabilities 135,466,722 137,958,083

(i) CAC: includes the Dominican Republic, Panama, Guatemala, Cuba, Barbados, Saint Vincent, Dominica, Nicaragua, Honduras and Antigua.

(ii) Latin America - South: includes operations in Argentina, Bolivia, Chile, Paraguay and Uruguay.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

(b) Additional information -by business unit:
Brazil
Beer Soft drinks and
Non-alcoholic and
non-carbonated
Total
03/31/2023 03/31/2022 03/31/2023 03/31/2022 03/31/2023 03/31/2022
Net sales 9,270,152 8,100,187 1,776,564 1,498,018 11,046,716 9,598,205
Cost of sales (4,791,491) (4,192,167) (1,000,793) (905,896) (5,792,284) (5,098,063)
Gross profit 4,478,661 3,908,020 775,771 592,122 5,254,432 4,500,142
Distribution expenses (1,265,423) (1,142,543) (308,494) (242,349) (1,573,917) (1,384,892)
Sales and marketing expenses (823,646) (708,630) (89,571) (58,249) (913,217) (766,879)
Administrative expenses (709,494) (660,146) (113,046) (94,750) (822,540) (754,896)
Other operating income/(expenses) 348,787 282,053 97,817 54,740 446,604 336,793
Exceptional items (15,734) (12,641) (2,213) (568) (17,947) (13,209)
Income from operations 2,013,151 1,666,113 360,264 250,946 2,373,415 1,917,059
Net finance costs (711,387) (300,644) - - (711,387) (300,644)
Share of results of joint ventures (2,178) (2,392) - - (2,178) (2,392)
Income before income tax 1,299,586 1,363,077 360,264 250,946 1,659,850 1,614,023
Income tax expense 669,552 637,668 - - 669,552 637,668
Net income 1,969,138 2,000,745 360,264 250,946 2,329,402 2,251,691
EBITDA 2,826,236 2,349,714 485,088 344,406 3,311,324 2,694,120
Depreciation, amortization and impairment (815,263) (685,993) (124,824) (93,460) (940,087) (779,453)
Net finance costs (711,387) (300,644) - - (711,387) (300,644)
Income tax expense 669,552 637,668 - - 669,552 637,668
Net income 1,969,138 2,000,745 360,264 250,946 2,329,402 2,251,691
EBITDA margin as a % 30.5% 29.0% 27.3% 23.0% 30.0% 28.1%
17. NET SALES

In compliance with the Federal Law 6,404/76, Company discloses the reconciliation between gross sales and net sales presented in the consolidated income statement. The values by each operational segment are disclosed in note 16 - Segment reporting:

03/31/2023 03/31/2022
Gross sales and/or services 31,805,237 29,307,546
Excise duty (6,239,600) (5,612,468)
Discounts (5,033,894) (5,255,926)
20,531,743 18,439,152

At gross sales and/or services line, the Company recognizes the best estimate received or to be received regarding the products and services offered for its clients. Gross sales are disclosed before taxes and discounts.

The gross sales obtained by the Company, in general, are subject to the incidence of certain taxes and contributions, which are calculated and paid to fiscal authorities in accordance with current federal, municipal and state legislation, and do not result in equity increase for the Group. These taxes and contributions are deducted from gross sales and relate substantially to tax on transactions concerning the circulation of goods ("ICMS"), social integration program ("PIS"), contribution to social security financing ("COFINS"), tax on manufactured products ("IPI") and tax on services of any nature ("ISSQN") in Brazil. At March 31, 2023 the Company calculated R$313,186 million of fiscal incentives (R$253,982 million at December 31, 2022), which are registered in the net revenue.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

The discounts and rebates are also deducted from the Company's gross sales.

18. OTHER OPERATING INCOME/(EXPENSES)
03/31/2023 03/31/2022
Government grants/net present value of long-term fiscal incentives 369,513 232,355
Extemporaneous credits/(debits) (i) - 91,456
(Additions)/reversals of provisions (8,276) (12,594)
Gains/(losses) on disposals of property, plant and equipment, intangible assets and the operations of associates 28,077 33,423
Other operating income/(expenses), net 91,762 42,082
481,076 386,722

(i) As detailed in Note 25 - Contingencies, the Company has recognized PIS and COFINS credits arising from the exclusion of ICMS from its calculation basis, in the item Other operating income/(expenses).

According to market practices and our accounting policy, the Company recognizes, in other operating income/(expenses) line, tax incentives granted as rate reduction, calculation basis reduction, financing or subsidized loans, presumed credit, deferred payment or partial reductions of due state tax payable.

Government grants are not recognized until there is reasonable assurance that the Company will meet the respective conditions and obligations related to governmental terms.

19. EXCEPTIONAL ITEMS
03/31/2023 03/31/2022
Restructuring (i) (27,889) (16,558)
COVID-19 impacts (ii) - (10,668)
(27,889) (27,226)

(i) The restructuring expenses primarily related to centralized projects and resizing in the Latin America CAC and Brazil.

(ii) COVID-19 expenses refer to (a) additional administrative expenses to ensure the safety of our people (increased frequency of cleaning at the Company's facilities, providing alcohol gel and masks for our employees); (b) donations; and (c) Company initiatives providing support for some customer ecosystems, which were necessary due to the COVID-19 pandemic.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

20. FINANCE EXPENSES AND INCOME
(a) Finance expenses
03/31/2023 03/31/2022
Interest expense (616,809) (397,762)
Net interest on pension plans (30,060) (27,943)
Losses on hedging instruments (639,624) (707,748)
Interest on provision for disputes and litigation (17,314) (39,023)
Exchange variations (277,447) (125,463)
Tax on financial transactions (58,404) (60,688)
Bank guarantee expenses (37,362) (39,155)
Other financial results (55,146) (225,311)
Total of finance expenses (1,732,166) (1,623,093)

Interest expenses are presented net of the effects of interest rate derivative financial instruments which mitigate Ambev's interest rate risk (Note 23 -Financial instruments and risks). The interest expenses are as follows:

03/31/2023 03/31/2022
Financial instruments measured at amortized cost (151,890) (110,554)
Financial instruments at fair value through profit or loss (i) (464,919) (287,208)
Total (616,809) (397,762)

(i) Include R$368 million (R$210 million at March 31, 2022) as accounts payable present value adjustment.

(b) Finance income
03/31/2023 03/31/2022
Interest income 344,418 397,268
Interest and foreign exchange rate on loans to/from related parties 16,799 3,322
Other financial results 83,172 294,664
Total 444,389 695,254
Effect of application of IAS 29 (hyperinflation) 289,915 331,126
Total of finance income 734,304 1,026,380

Interest income arises from the following financial assets:

03/31/2023 03/31/2022
Cash and cash equivalents 148,819 77,507
Investment on debt securities 20,785 46,390
Other receivables (i) 174,814 273,371
Total 344,418 397,268

(i) Refers, mainly, to monetary adjustment of recoverable taxes.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

21. INCOME TAX AND SOCIAL CONTRIBUTION

Income taxes reported in the income statement are analyzed as follows:

03/31/2023 03/31/2022
Income tax expense - current (849,957) (262,376)
Deferred tax expense on temporary differences 584,944 221,441
Deferred tax on tax loss carryforward movements in the current period 206,598 4,159
Total deferred tax (expense)/income 791,542 225,600
Total income tax expenses (58,415) (36,776)

The reconciliation between the weighted nominal tax rate and the effective tax rate is summarized as follows:

03/31/2023 03/31/2022
Profit before tax 3,877,664 3,565,614
Adjustment on a taxable basis
Others non-taxable income (150,431) (81,135)
Government grants related to sales taxes (682,700) (486,336)
Share of results of joint ventures 14,172 2,404
Non-deductible expenses 16,227 7,404
Worldwide taxation 146,413 145,900
3,221,345 3,153,851
Aggregated weighted nominal tax rate 30.32% 28.95%
Taxes payable - nominal rate (976,608) (913,040)
Adjustment on tax expense
Income tax incentives 27,957 21,379
Deductible interest on shareholders' equity 856,682 746,607
Tax savings from goodwill amortization 4,289 14,340
Withholding income tax (57,556) 170,625
Recognition/(write-off) of deferred charges on tax losses (9,841) (4,416)
Effect of application of IAS 29 (hyperinflation) (120,591) (37,501)
Others with reduced taxation 217,253 (34,770)
Income tax and social contribution expense (58,415) (36,776)
Effective tax rate 1.51% 1.03%

The main events that impacted the effective tax rate for the period were:

· Government subsidy for sales taxes: for regional incentives and economic development policies, these are related primarily to local production, contributing to economic and social impact, and, when reinvested, are not subject to income tax and social contribution, which explains the impact on the effective tax rate. The amount above is impacted by fluctuations in the volume, price and any eventual increases in state VAT ("ICMS") reflected in other operating income or net sales depending on its nature.
· Complement of income tax on foreign subsidiaries due in Brazil: shows the result of the calculation of universal taxation of profits, according to the regulations of Law 12,973/14.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

· Withholding income tax: the amount is mainly related to dividends already distributed and to be distributed by subsidiaries located outside of Brazil, applicable according to local tax legislation. The amount recognized in 2023 is mainly due to the exchange rate variation of the deferred income tax balances.
· Deductible interest on shareholders' equity: under Brazilian law, companies have an option to remunerate their shareholders through the payment of Interest on Capital ("IOC"), which amounts are impacted by taxable result, net income reserves and by the long-term interest rate ("TJLP"). Such earnings are deductible for income tax purposes.
22. SHARE-BASED PAYMENTS

Currently the Company has two plans for share-based payment programs: (i) the Stock Option Plan, approved in Extraordinary General Meeting of July 30, 2013 ("Stock Option Plan"), and (ii) the Share-based Payment Plan approved in Extraordinary General Meeting of April 29, 2016, as amended in Extraordinary General Meeting of April 24, 2020 ("Share-Based Plan"). In each plan different restricted stock options and share-based payment programs are issued periodically which allow the employees and senior management of the Company and its subsidiaries to acquire, through the exercise of stock options, or receive shares of the Company.

(i) Stock Option Plan

There are three models of stock options that were or may be granted under the Stock Option Plan.

Under the first model, beneficiaries, in accordance with their internal category, could choose between allocating (a) 30% or 100%, (b) 40% or 100%, and (c) 60% or 100% of the amounts received by them as profit sharing, regarding the immediate year to the exercise of stock options, thereby allowing them to acquire the corresponding amount of Ambev shares. Under this model, a substantial part of the shares acquired is to be delivered only within five years from the corresponding stock option grant date. During such five-year period, the beneficiary must remain employed at Ambev or in any other company of its group.

Under the second model, the beneficiary may exercise the stock options granted only after a period of up to five years from the corresponding grant date. Vesting of the stock options granted under the second model is not subject to the Company's performance measures; however, the right to exercise such options may be forfeited in certain circumstances, including the beneficiary's resignation or dismissal prior to the stock options' vesting.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Under the third model, the beneficiaries, in accordance with their internal category, may choose between allocating (a) 20% or 100%, (b) 30% or 100%, and (c) 50% or 100%, of the amounts received by them as profit-sharing regarding the immediate year to the exercise of stock options, acquisition of the corresponding amount of Ambev shares. The totality of the shares acquired is to be delivered to the beneficiary within forty-five days from the corresponding stock option exercising date (which shall not be later than forty-five days from the stock option grant date). The beneficiaries of this third model are under a three or five-year lock-up period.

For all stock option programs, the fair value of the shares is estimated as at the option grant date, using the "Hull Binomial" pricing model, adjusted to reflect the IFRS 2- Share-based Payment requirement that assumptions regarding forfeiture before the end of the vesting period cannot impact the fair value of the option. The fair value of the share options is estimated at the grant date, using an option pricing model. Based on the expected number of options that will be exercised, the fair value of the options granted is recognized as an expense over the vesting period with a corresponding credit to equity. When the options are exercised, the equity is increased by the amount of the proceeds received.

(ii) Share-Based Plan

In this plan, certain employees and members of the Management of the Company or its subsidiaries are eligible to receive shares in the Company including in the form of ADRs. The shares that are subject to the Share-Based Plan are designated as "restricted shares" (RSUs) or "performance shares" (PSUs).

The delivery of restricted shares and performance shares are made free, and the waiting period may vary between three and five years from the corresponding share-based plan stock grant date, during which the beneficiary must remain employed at Ambev or any other company of its group.

The restricted shares and performance shares give to participants the right to receive additional shares with the same conditions, such as compensation dividends and Interest on shareholder's equity declared and paid by the Company during the waiting period. The right to receive restricted, performance and additional shares can be fully or partially lost depending on circumstances, including cases of resignation or resignation during the grace period.

Under the Share-Based Plan, the reference price per restricted share is defined on the stock grant date based on the share price of the trading session on B3 S.A. immediately prior to the granting of the shares, except for the performance shares, which the fair value is defined at the grant date based on "Monte Carlo" pricing method. After defining the reference price, based on number of grant shares, the calculated amount is recorded as expense against equity. The shares are transferred to attendees according to terms and periods by the respective programs.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

The total number of outstanding options developed was as follows:

Thousand options 03/31/2023 12/31/2022
Options outstanding at January 99,717 113,760
Options forfeited during the period (899) (14,043)
Options outstanding at the end of the period 98,818 99,717

The range of exercise prices of the outstanding options is from R$15.95 (R$15.95 in 2022) to R$39.11 (R$39.04 in 2022) and the weighted average remaining contractual life is approximately 4.03 years (4.29 years in 2022).

Of the 98,818 thousand outstanding options (99,717 thousand in 2022), 66,922 thousand options were vested in 2023(63,850 thousand in 2022).

The weighted average exercise price of the options is as follows:

In R$ per share 03/31/2023 12/31/2022
Options outstanding at January 1 19.39 19.92
Options forfeited during the period 18.11 22.60
Options outstanding at the end of the period 19.40 19.39
Options exercisable at the end of the period 20.25 20.12

There were no options exercised during the period ended in March 31, 2023 and December 31, 2022.

To settle the exercised stock options, the Company may use treasury shares. The current limit on the authorized capital is considered sufficient to meet the Company's obligations under all stock option plans if the issue of new shares is required to meet the grants awarded under the Programs.

During the period, the Company did not grant deferred shares under the Stock Option Plan (in 2022 44 thousand deferred shares have been granted, which are valued based on the share market price prior to the grant, which represented a fair value of R$643). Such deferred shares are subject to a vesting period of five years from the grant date.

During the period, the Company granted 6,813 thousand restricted shares and performance shares under the Share-Based Plan (49,328 thousand in 2022), which are valued based on the parameters referenced above, representing a fair value of approximately R$89,315 in 2023 (R$766,615 in 2022).

The the total number of shares purchased by or granted to employees, as the case may be, under the Stock Option Plan and Share-Based Plan which will be delivered in the future based on the fulfilment of certain conditions (deferred stock, restricted and performance shares), is as set out below:

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Deferred shares

Thousand deferred shares 03/31/2023 12/31/2022
Deferred shares outstanding at January 1 889 1,168
New deferred shares during the period - 44
Deferred shares granted during the period - (214)
Deferred shares forfeited during the period - (109)
Deferred shares outstanding at the end of the period 889 889

Restricted and performance shares

Thousand restricted shares 03/31/2023 12/31/2022
Restricted and performance shares outstanding at January 108,854 62,545
New restricted and performance shares during the period 6,813 49,328
Restricted and performance shares granted during the period - (12)
Restricted and performance shares forfeited during the period (2,099) (3,007)
Restricted and performance shares outstanding at the end of the period 113,568 108,854

Additionally, certain employees and managers of the Company received options to acquire AB InBev shares and restricted shares, the compensation costs of which are recognized in the income statement against equity.

The transactions with share-based payments described above generated an expense of R$77,569 on March 31, 2023 (R$78,796 on March 31, 2022), recorded as administrative expenses.

23. FINANCIAL INSTRUMENTS AND RISKS

Risk factors

The Company is exposed to foreign currency, interest rate, commodity price, liquidity and credit risk in the ordinary course of its business. The Company analyzes each of these risks both individually and on a consolidated basis, to define strategies to manage the economic impact on risk's performance consistent with its Financial Risk Management Policy (the "Policy").

The Company's use of derivatives strictly follows the Financial Risk Management Policy approved by the Board of Directors. The Policy is intended to provide guidelines for the management of the financial risks inherent to the capital markets in which Ambev operates. The Policy includes four main aspects: (i) capital structure; financing and liquidity; (ii) transactional risks related to the business; (iii) financial statement translation risk; and (iv) credit risks of financial counterparties.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

The Policy establishes that all the financial assets and liabilities in each country in which Ambev operates must be denominated in their respective local currencies. The Policy also sets out the procedures and controls required to identify, measure and minimize market risks, such as variations in foreign exchange rates, interest rates and commodities (mainly aluminum, wheat, corn and sugar) that may affect Ambev's revenue, costs and/or investment amounts. The Policy states that all of the known risks (e.g. foreign currency and interest) shall be hedged by contracting derivative financial instruments. Existing risks which are not yet recorded (e.g. future contracts for the purchase of raw materials or property, plant and equipment) shall be mitigated using projections for the period required for the Company to adapt to the new costs scenario, which may vary from ten to fourteen months, also through the use of derivative financial instruments. Most translation risks are not hedged. The exceptions to the policy must be approved by the Operations and Finance Committee.

Derivative financial instruments

The derivative financial instruments authorized under the Financial Risk Management Policy include futures contracts traded on exchanges, full deliverable forwards, non-deliverable forwards, swaps and options. At March 31, 2023, the Company and its subsidiaries had no target forwards, swaps with currency verification, or any other derivative transactions representing a risk level above the nominal value of the contracts. The derivative operations are managed on a consolidated basis and classified based on the strategy according to their purposes, as follows:

i) Cash flow hedge derivative instruments -Highly probable forecast transactions contracted to minimize the Company's exposure to fluctuations in exchange rates and the prices of raw materials, investments, equipment and services to be procured, protected by cash flow hedges that shall occur at various different dates over the next fourteen months. Gains and losses classified as hedging reserves in equity are recognized in the income statement in the period or periods during which the forecast and hedged transaction affects the income statement.

ii) Fair value hedge derivative instruments -operations contracted for the purpose of mitigating the Company's net indebtedness against foreign exchange and interest rate risk. Net cash positions and foreign currency debts are continually assessed to identify new indications of exposure.

The results of these operations, measured according to their fair value, are recognized in financial results.

iii) Net investment hedge derivative instruments -transactions entered into to minimize the exposure to exchange differences arising from the conversion of net investments in the Company's subsidiaries located abroad for the purpose of translating the account balance.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

In accordance with the hedge accounting, the effective hedge amount is recorded in equity and, in the event of an ineffective portion this result is recorded immediately in finance result during the period ineffectiveness was identified, for cash flow hedge and net investment hedge.

The following tables summarize the exposure identified and protected in accordance with the Company's Risk Policy.

Non-derivative financial instruments

Put options granted on subsidiaries: the Company constituted a liability related to the acquisition of a non-controlling interest of the operations in the Dominican Republic. This financial instrument is denominated in US Dollars (Tranche A) and Dominican Pesos (Tranche B) and is recorded by an entity whose functional currency is the Real. The Company assigned this financial instrument as a hedging instrument for a portion of its net assets located in subsidiaries whose functional currency is the US Dollar and the Dominican Peso, in such a manner that the hedge result can be recorded in other comprehensive income of the Group, following the result of the hedged item.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Transactions protected by derivative financial instruments in accordance with the Financial Risk Management Policy

03/31/2023
Fair Value Gain / (Losses)
Exposure Risk Notional Assets Liabilities Finance Result Operational Result Equity
Cost 19,245,152 351,490 (1,109,842) (567,258) 95,653 (81,789)
Commodities 5,067,663 187,749 (270,012) (100,768) (130,169) 4,326
US Dollars 13,998,147 147,155 (839,341) (466,562) 224,627 (89,130)
Euros 29,471 2,075 - (237) 116 703
Mexican Pesos 149,871 14,511 (489) 309 1,079 2,312
Fixed Assets 388,625 244 (25,358) (3,560) (1,229) (12,119)
US Dollars 388,625 244 (25,358) (3,560) (1,229) (12,119)
Expenses 135,095 264 (5,631) (8,454) 10,404 2,348
US Dollars 135,095 264 (5,631) (8,454) 10,404 2,348
As at March 31, 2023 19,768,872 351,998 (1,140,831) (579,272) 104,828 (91,560)

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

12/31/2022 03/31/2022
Fair Value Gain / (Losses)
Exposure Risk Notional Assets Liabilities Finance Result Operational Result Equity
Cost 19,853,289 271,806 (719,460) (564,476) 339,502 (1,329,314)
Commodities 4,809,884 100,774 (376,141) (25,586) 291,817 331,487
US Dollars 14,874,705 157,731 (342,866) (536,355) 39,007 (1,730,526)
Euros 32,198 1,916 (3) (350) 274 (1,740)
Mexican Pesos 136,502 11,385 (450) (2,185) 8,404 71,465
Fixed Assets 226,810 1,534 (5,392) (33,373) 8,989 10,748
US Dollars 226,810 1,534 (5,392) (33,373) 8,989 10,748
Expenses 204,907 492 (4,572) (34,411) 7,244 199,874
US Dollars 204,907 492 (4,572) (34,411) 7,244 199,874
Total 20,285,006 273,832 (729,424) (632,260) 355,735 (1,118,692)

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

I.Market risk

a.1) Foreign currency risk

The Company is exposed to foreign currency risk on borrowings, investments, purchases, dividends and/or interest expenses or income where these are denominated in a currency other than the functional currency of the subsidiary. The main derivative financial instruments used to manage foreign currency risk are futures contracts, swaps, options, non-deliverable forwards and full deliverable forwards.

a.2) Commodity Risk

A significant portion of the Company's inputs is made up of commodities, which have historically experienced substantial price fluctuations. The Company therefore uses both fixed price purchasing contracts and derivative financial instruments to minimize its exposure to volatility in the commodity prices of aluminum, sugar, wheat, corn and paraxylene. These derivative financial instruments have been designated as cash flow hedges.

a.3) Interest rate risk

The Company applies a dynamic interest rate hedging approach, whereby the target mix between fixed- and floating-rate debt is reviewed periodically. The purpose of the Company's policy is to achieve an optimal balance between the cost of funding and the volatility of financial results, considering market conditions, as well as the Company's overall business strategy, which is reviewed periodically.

The table below demonstrates the Company's and its subsidiaries exposure related to debts. As at March 31, 2023, the Company and its subsidiaries does not hold hedge positions to the exposure described below:

03/31/2023
Risk
Interest rate Amount in Brazilian Real
Brazilian Reais 8.9% 2,625,309
Working capital in Argentinean Peso 75.9% 157,093
Other 10.7% 424,244
US Dollars 14.0% 4,433
Canadian Dollars 5.3% 516,320
Pre-fixed interest rate 3,727,399
Brazilian Reais 8.4% 219,045
Post fixed interest rate 219,045

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

12/31/2022
Risk
Interest rate Amount in Brazilian Real
Brazilian Reais 8.5% 2,602,063
Working capital in Argentinean Peso 73.5% 74,343
Other 10.4% 421,289
US Dollars 14.0% 6,193
Canadian Dollars 5.3% 511,018
Pre-fixed interest rate 3,614,906
Brazilian Reais 8.5% 230,143
Post fixed interest rate 230,143

Sensitivity analysis

The Company substantially mitigates the risks arising from non-derivative financial assets and liabilities through the use of derivative financial instruments. In this context, the Company has identified the main risk factors that could generate losses from these derivative financial instruments, and has developed a sensitivity analysis based on three scenarios which may impact the Company's future results and/or cash flow, as described below:

1 -Probable scenario: Management's expectations regarding the deterioration of each transaction's main risk factor. To measure the possible effects on the results of derivative transactions, the Company uses the parametric Value at Risk ("VaR"), a statistical measure developed based on estimates of standard deviation and correlation between the returns of several risk factors. This model provides the loss limit expected for an asset over a certain time period and confidence interval. Under this methodology, we used the potential exposure of each financial instrument, a range of 95% and a horizon of 21 days after March 31, 2023 for the calculation, which are presented in the model.

2 - Adverse scenario: 25% deterioration in each transaction's main risk factor compared to the level observed as at March 31, 2023.

3 - Remote scenario: 50% deterioration in each transaction's main risk factor compared to the level observed as at March 31, 2023.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Transaction Risk Fair Value Probable scenario Adverse scenario Remote scenario
Commodities hedge Decrease in commodities price (82,263) (267,183) (1,349,179) (2,616,095)
Input purchases 82,263 267,183 1,349,179 2,616,095
Foreign exchange hedge Foreign currency decrease (676,089) (923,567) (4,220,461) (7,764,834)
Input purchases 676,089 923,567 4,220,461 7,764,834
Cost effects - - - -
Foreign exchange hedge Foreign currency decrease (25,114) (30,280) (122,270) (219,427)
Capex Purchases 25,114 30,280 122,270 219,427
Fixed asset effects - - - -
Foreign exchange hedge Foreign currency decrease (5,367) (6,572) (39,141) (72,915)
Expenses 5,367 6,572 39,141 72,915
Expense effects - - - -
- - - -

As at March 31, 2023 the Notional and Fair Value amounts per instrument and maturity were as follows:

Notional Value
Exposure Risk 2023 2024 2025 2026 >2026 Total
Cost 17,557,723 1,687,429 - - - 19,245,152
Commodities 4,086,429 981,234 - - - 5,067,663
US Dollars 13,356,426 641,721 - - - 13,998,147
Euros 24,000 5,471 - - - 29,471
Mexican Pesos 90,868 59,003 - - - 149,871
Fixed assets 290,924 97,701 - - - 388,625
US Dollars 290,924 97,701 - - - 388,625
Expenses 108,027 27,068 - - - 135,095
US Dollars 108,027 27,068 - - - 135,095
17,956,674 1,812,198 - - - 19,768,872

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Fair Value
Exposure Risk 2023 2024 2025 2026 >2026 Total
Costs (754,769) (3,583) - - - (758,352)
Commodities (82,684) 421 - - - (82,263)
US Dollars (685,259) (6,927) - - - (692,186)
Euros 1,969 106 - - - 2,075
Mexican Pesos 11,205 2,817 - - - 14,022
Fixed assets (23,032) (2,082) - - - (25,114)
US Dollars (23,032) (2,082) - - - (25,114)
Expenses (4,792) (575) - - - (5,367)
US Dollars (4,792) (575) - - - (5,367)
(782,593) (6,240) - - - (788,833)

II.Credit Risk

Concentration of trade receivables credit risk

A substantial portion of the Company's sales is made to distributors, supermarkets and retailers, through a broad distribution network. Credit risk is reduced due to the widespread number of customers and control procedures used to monitor risk. Historically, the Company has not incurred significant losses on receivables from customers.

Concentration of counterparty credit risk

In order to minimize the credit risk of its investments, the Company has adopted procedures for the allocation of cash and investments, taking into consideration the credit limits and credit analysis of financial institutions, avoiding credit concentration, i.e. the credit risk is monitored and minimized by restricting negotiations to a select group of highly rated counterparties.

The selection process for financial institutions authorized to operate as counterparties of the Company is set forth in the Credit Risk Policy, which also establishes exposure limits for each counterparty based on each counterparty's risk rating and capitalization.

Any deposits or cash available must be kept in accounts with top-tier banks, or banks with a high credit rating in the respective country. Any position of a short-term nature (less than six months) should be considered as a deposit or cash.

Counterparty risk must be managed by the Company globally, with product limits established by the treasury area, considering: (i) the counterparty's credit rating; (ii) the transaction term; (iii) the amount; and (iv) the split between assets and liabilities, in the absence of a clearing clause in derivative contracts.

The counterparty risk is reassessed.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

The carrying amounts of cash and cash equivalents, investment securities, trade receivables excluding prepaid expenses, recoverable taxes and derivative financial instruments are disclosed net of provisions for impairment and represent the maximum exposure to credit risk as at March 31, 2023. As at March 31, 2023, there was no concentration of credit risk in any counterparties in excess of the limits established by the Company's risk policy.

III.Liquidity Risk

Historically, the Company's primary sources of cash flow have been cash flow from operating activities, the issuance of debt, bank borrowings and equity securities. Ambev's material cash requirements have included the following:

· Debt servicing;
· Capital expenditure;
· Investments in companies;
· Increases in the ownership of Ambev's subsidiaries or companies in which it holds equity investments;
· Share buyback programs; and
· Payments of dividends and interest on shareholders' equity.

The Company believes that cash flows from operating activities, cash and cash equivalents and short-term investments, together with derivatives and access to loan facilities, are sufficient to finance capital expenditure, financial liabilities and dividend payments in the future.

03/31/2023
Carrying amount Contractual cash flows Less than 1 year 1-2 years 2-3 years 3-5 years More than 5 years
Trade and other payables (i) 32,989,183 34,476,586 31,025,642 498,677 634,455 788,639 1,529,173
Secured bank loans 157,087 208,732 57,155 25,670 25,181 50,363 50,363
Other unsecured loans 470,156 764,760 163,154 169,755 160,380 140,523 130,948
Lease liabilities 3,162,108 3,774,614 1,159,154 971,309 649,943 713,116 281,092
36,778,534 39,224,692 32,405,105 1,665,411 1,469,959 1,692,641 1,991,576
12/31/2022
Carrying amount Contractual cash flows Less than 1 year 1-2 years 2-3 years 3-5 years More than 5 years
Trade and other payables (i) 39,354,388 40,656,296 36,818,534 86,759 1,275,053 1,008,364 1,467,586
Secured bank loans 180,776 245,638 68,163 26,385 25,182 50,363 75,545
Other unsecured loans 472,540 759,078 169,854 156,686 151,624 165,410 115,504
Lease liabilities 3,117,390 3,657,425 962,898 1,008,416 620,955 696,911 368,245
43,125,094 45,318,437 38,019,449 1,278,246 2,072,814 1,921,048 2,026,880

(i) Mainly includes amounts related to suppliers, taxes, fees and contributions payable, dividends and interest on equity payable, salaries and charges, put options related to our participation in subsidiaries and other liabilities, except for related parties, with payment term of less than one year.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Equity price risk

Through the equity swap transactions approved on May 13, 2020 and December 9, 2020 by the Board of Directors of Ambev (see Note 1 - Corporate information), the Company, or its subsidiaries, will receive price variations related to its shares traded on the stock exchange, or on its ADRs, thus neutralizing the possible effects of the stock price fluctuations on the share-based payments made by the Company. As these derivative instruments are not eligible for hedge accounting, they were not therefore allocated to any hedging arrangements.

On March 31, 2023 and December 31, 2022, the Company did not have equity swap positions.

IV.Capital management

The Company is continuously optimizing its capital structure in order to maximize shareholder value while maintaining the desired financial flexibility to execute its strategic projects. Besides the statutory minimum equity funding requirements applicable to the Company's subsidiaries in different countries, the Company is not subject to any externally imposed capital requirements. When analyzing the capital structure, the Company uses the same debt ratings and capital classifications applied to the interim financial statements.

Financial instruments

(a) Financial instrument categories

The financial instruments held by the Company are managed through operational strategies and internal controls to assure liquidity, profitability, and transaction security. Transactions involving financial instruments are regularly reviewed to assess the effectiveness of the risk exposure that management intends to cover (foreign exchange, and interest rate, among others).

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

The table below shows all the financial instruments recognized in the financial statements, segregated by category:

03/31/2023
Amortized cost Fair value through profit or loss Total
Financial assets
Cash and cash equivalents less bank overdrafts 12,056,993 - 12,056,993
Trade receivables excluding prepaid expenses 7,338,389 - 7,338,389
Investment securities 250,633 365,284 615,917
Derivatives hedges - 351,998 351,998
Total 19,646,015 717,282 20,363,297
Financial liabilities
Trade payables 22,102,125 - 22,102,125
Put options granted on subsidiaries - 3,001,776 3,001,776
Derivatives hedges - 1,140,831 1,140,831
Interest-bearing loans and borrowing 3,789,351 - 3,789,351
Other liabilities 1,872,535 324,019 2,196,554
Total 27,764,011 4,466,626 32,230,637
12/31/2022
Amortized cost Fair value through profit or loss Total
Financial assets
Cash and cash equivalents less bank overdrafts 14,852,092 - 14,852,092
Trade receivables excluding prepaid expenses 7,791,362 - 7,791,362
Investment securities 219,055 454,497 673,552
Derivatives hedges - 273,832 273,832
Total 22,862,509 728,329 23,590,838
Financial liabilities
Trade payables 24,837,956 - 24,837,956
Put options granted on subsidiaries - 3,060,276 3,060,276
Derivatives hedges - 729,424 729,424
Interest-bearing loans and borrowing 3,770,706 - 3,770,706
Other liabilities 2,015,631 333,673 2,349,304
Total 30,624,293 4,123,373 34,747,666

(b) Classification of financial instruments by type of fair value measurement

IFRS 13 defines the fair value as the price that would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Also pursuant to IFRS 13, financial instruments measured at fair value shall be classified within the following categories:

Level 1 -quoted prices (unadjusted) in active markets available to the entity for identical assets or liabilities as at the valuation date;

Level 2 -inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3 -inputs which are not observable for the asset or liability.

03/31/2023 12/31/2022
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial assets
Investment securities 365,284 - - 365,284 454,497 - - 454,497
Derivatives - operational hedge 95,856 256,142 - 351,998 57,038 216,794 - 273,832
461,140 256,142 - 717,282 511,535 216,794 - 728,329
Financial liabilities
Put options granted on subsidiaries - - 3,001,776 3,001,776 - - 3,060,276 3,060,276
Other liabilities - - 324,019 324,019 - - 333,673 333,673
Derivatives - operational hedge 55,263 1,085,568 - 1,140,831 76,073 653,351 - 729,424
55,263 1,085,568 3,325,795 4,466,626 76,073 653,351 3,393,949 4,123,373

Reconciliation of changes in the assets categorized at Level 3

Financial liabilities at December 31, 2022 3,393,949
Acquisition of investments (573)
Level reclassification (4,700)
Total gains and losses during the period (62,881)
Losses/(gains) recognized in net income 9,117
Losses/(gains) recognized in equity (71,998)
Financial liabilities at March 31, 2023 3,325,795

(c) Fair value of financial liabilities measured at amortized cost

The Company's liabilities, interest-bearing loans and borrowing, trade payables excluding tax payables, are recorded at amortized cost based on the effective rate method, plus indexation and foreign exchange gains/losses, based on the closing indices for each exercise.

The financial instruments recorded at amortized cost are similar to the fair value and are not sufficiently material to require disclosure.

(d) Fair value of liabilities measured through profit or loss

As part of the negotiations regarding the acquisition of the shares of Tenedora, the Company signed the second amendment to the Shareholders' Agreement extending the partnership between the Company and ELJ. ELJ is currently the owner of 15% of the shares of Tenedora, and its put options are now divided into two tranches: (i) Tranche A, corresponding to 12.11% of the shares, exercisable in 2022, 2023 and 2024; and (ii) Tranche B, corresponding to 2.89% of the shares, exercisable from 2026. The Company, on the other hand, has a call option over the Tranche A shares, exercisable from 2021, and Tranche B shares, exercisable from 2029, whereas until March 31, 2023, no options were exercised. On March 31, 2023, the sum of the two ELJ tranches is R$2,999,892 (R$3,053,693 on December 31, 2022).

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

The fair value of Tranche A is calculated considering the interest under the contract, plus foreign exchange variations, less the dividends paid between the date of signature of the amendment and the exercise of the option.

The fair value of Tranche B is calculated based on the EBITDA multiple defined in the contract, less the net debt, brought to its present value, calculated using standard valuation techniques (the present value of the principal amount and future interest, discounted by the local currency's weighted average cost of capital rate as at the date of the calculation). The criteria used are based on market information from reliable sources and are categorized as "Level 3".

Calculation of the fair value of derivatives

The Company measures derivative financial instruments by calculating their fair value, using market curves that impact the value of the instrument as at the computation date. In the case of swaps, the asset and the liability positions are estimated independently and brought to their fair value, equivalent to the difference between the results of the asset and liability amounts, which generates the swap's market value. For traded derivative financial instruments, the fair value is calculated based on the exchange-listed price.

Margins pledged as guarantees

In order to comply with the guarantee requirements regarding derivative exchanges and/or counterparties to certain operations with derivative financial instruments, as at March 31, 2023 the Company held R$199,295 in highly liquid financial investments or in cash, classified as cash and cash equivalents and investment securities (R$376,850 as at December 31, 2022).

Offsetting of financial assets and liabilities

For financial assets and liabilities subject to settlement agreements on a net basis or similar agreements, each agreement between the Company and the counterparty allows this type of settlement when both parties opt for this. In the absence of such a decision, the assets and liabilities will be settled at their gross amounts, but each party shall have the option to settle on a net basis, in case of a default by the counterparty.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Risks of climate change and the sustainability strategy

Considering the nature of the Company's operations, there is an inherent exposure to certain risks related to climate change, and relevant ESG (Environmental, Social and Governance) aspects.

There was no significant change in the main risks considered by Management related to those stated in the annual financial statements as of December 31, 2022.

24. COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPPLIERS, ADVANCES FROM CUSTOMERS AND OTHERS
03/31/2023 12/31/2022
Collateral given for the Company's own liabilities 774,729 764,473
Other commitments 1,241,066 1,368,092
2,015,795 2,132,565
Commitments to suppliers 48,644,786 50,365,256
48,644,786 50,365,256

The collateral provided for liabilities totaled approximately R$2,015,795 as at March 31, 2023 (R$2,132,565 as at December 31, 2022), including R$754,715 (R$743,951 as at December 31, 2022) of cash guarantees. The deposits in cash used as guarantees are presented as part of other assets. To provide the guarantees required for derivatives exchanges and/or counterparties contracted in certain derivative financial instrument transactions, as at March 31, 2023, Ambev maintained R$199,295 (R$376,850 as at December 31, 2022) in highly liquid financial investments or in cash, classified as cash and cash equivalents and investment securities (Note 23 -Financial instruments and risks).

Most of the balance relates to commitments to suppliers of packaging. These commitments have as its main goal provide strategic supplies long term security to the Company, besides providing greater security to vendors in long term investments.

Future contractual commitments as at March 31, 2023 and December 31, 2022 are as follows:

03/31/2023 12/31/2022
Less than 1 year 12,790,322 12,490,958
Between 1 and 2 years 10,317,491 10,315,253
More than 2 years 25,536,973 27,559,045
48,644,786 50,365,256

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

25. CONTINGENCIES

The Company and its subsidiaries have contingent liabilities related to lawsuits arising in the normal course of its business. Due to their nature, such legal proceedings involve certain uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental actions, and therefore the Management cannot estimate the likely timing of the resolution of these matters at this stage.

Contingent liabilities with a probable outcome are fully recorded as liabilities (Note 14 -Provisions).

The Company and its subsidiaries have administrative and judicial discussions with tax authorities in Brazil related to certain tax treatments adopted when calculating the income tax and social contribution, for which, based on Management's current evaluation, is probable that the tax authorities will accept the uncertain tax treatment, in accordance with IFRIC 23. The Company also is part at administrative and judicial lawsuits related to other taxes of tributary nature, which involve risk of a possible loss, as assessment carried out by Management.

To these uncertain tax treatments and possible contingencies there are no provisions recorded, due to the assessment carried out by Management, with the following composition and estimates:

03/31/2023 12/31/2022
Income tax and social contribution 60,792,901 60,453,543
Value-added and excise taxes 26,379,564 25,904,633
PIS and COFINS 3,141,723 3,293,478
Others 2,122,485 1,909,071
92,436,673 91,560,725

The Company and its subsidiaries have guarantee-insurance policies and letters of guarantee for some legal actions, presented as guarantee for civil, labor and tax executions or to enable resources of labor nature.

Principal lawsuits with a likelihood of possible loss that changed during the period

In the period ended March 31, 2023 the main movements in lawsuits with possible loss are detailed below by the Company.

In March 2023, the STF, when ruling on case 736 (RE 796,939), confirmed its understanding that imposing a separate fine for failure to ratify tax offsets is unconstitutional. In view of the judgment, the Company reassessed, together with its internal lawyers and external advisors, the prognosis of the discussion and reclassified the risk of loss from possible to remote. Ambev estimates that the amount involved in the lawsuits related to this matter, as of March 31, 2023 is R$1.6 billion (R$1.7 billion as of December 31, 2022).

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Uncertainty over IRPJ and CSLL treatment

Since 2005 the Company and some of its subsidiaries have been receiving tax assessments from the Brazilian Internal Revenue Service regarding the taxation of profits earned by subsidiaries domiciled abroad. Because it believes that these charges are illegitimate, the Company is challenging these assessments in the administrative and judicial courts.

The lawsuits in progress in the administrative sphere have partially favorable decisions, still subject to reexamination by the administrative court. In turn, in the lawsuits underway at the judicial level, the Company has a favorable preliminary decision in order to suspend the enforceability of the tax credit, and decisions in favor, subject to reexamination by the higher court.

In March 2023, the Administrative Council of Tax Appeals ("CARF") handed down decisions favorable and partially favorable to the Company in three lawsuits, amounting to approximately R$0.9 billion. The decisions handed down canceled part of the assessments, in the amount of approximately R$0.7 billion, recognizing as partially correct the calculations made by the Company regarding the taxable income in Brazil of companies domiciled abroad, as well as the impossibility for the Brazilian tax authorities to disregard the amortization of the goodwill carried out by the subsidiary abroad. The Company is awaiting notification of these decisions to analyze their contents and possible appeals and reassessment of the probability of loss.

The updated value of the referred uncertain tax treatment, according to ICPC 22/IFRIC 23, already assessed, is approximately R$7.4 billion on March 31, 2023 (R$7.3 billion on December 31, 2022), and there was no provision in the period due to its loss classification, except for R$58 million (R$58 million on December 31, 2022).

PIS and COFINS

PIS/COFINS over bonus products

Since 2015, Ambev has been assessed by the Brazilian Federal Revenue Service for the collection of amounts allegedly due as PIS and COFINS on bonuses granted to its customers. The Company is challenging these assessments in the administrative and judicial courts because it believes that such collection is illegitimate.

In March 2023, the CARF handed down decisions favorable to the Company in two lawsuits, in the amount of approximately R$1.1 billion, recognizing as correct the tax treatment given by the Company to the bonuses granted. The Company waits to be notified of these decisions in order to assess, together with its external advisors, the filing of any appeals, as well as to eventually reassess the probability of losing the dispute.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Ambev estimates that the amount involved in the lawsuits as of March 31, 2023, classified as possible loss, is approximately R$1.6 billion (R$1.6 billion as of December 31, 2022).

Contingent assets

PIS and COFINS Recovery - exclusion of ICMS (VAT) from the basis of calculation

In 2017, the Brazilian Supreme Federal Court ("STF") decided for, in the judgment of RE No. 574,706/PR, with binding effects, the unconstitutionality of the inclusion of ICMS in the tax base of social contributions on gross revenues ("PIS and COFINS"). The decision was reaffirmed by the STF in May 2021, in the judgment of the request for clarification presented by the General Attorney's Office (PGFN), whereby the Court confirmed that the ICMS to be excluded from the PIS and COFINS tax base is that declared in the invoice. The Court also determined that the decision should apply retroactively as of March 15, 2017 (date on which the decision on RE 574,706/PR was rendered), except for taxpayers who had judicial and administrative claims filed before said date (which is the case of the Company and its subsidiaries).

The Company and its subsidiaries filed several lawsuits related to this matter, most with final and unappealable favorable decisions. As the federal tax regime applicable to the soft drinks and beer sector has changed over time, the Company and its subsidiaries are parties to lawsuits related to three different periods: (i) 1990 to 2009, (ii) 2009 to 2015 (period in which the "REFRI Taxation Model" was in force - special soft drinks and beer regime, provided for Article 58-J of Law No. 10,833, of 2003) and (iii) 2015 onwards (also known as "New Model Taxation").

As for ICMS under the tax substitution regime, in November 2022, the Superior Court of Justice ("STJ") began the judgment of Theme 1.125 with a favorable vote for taxpayers, therefore determining the exclusion of ICMS collected under this regime in the tax basis of social contributions on PIS and COFINS, in accordance with the tax position adopted by the Company since 2017. The case awaits judgment and it is expected to be reincluded in the Court's agenda in 2023.

From 2018 to 2022, the Company and its subsidiaries recognized, in accordance with IAS 37, recoverable tax credits related to this matter in the total amount of R$9.4 billion, of which (i) R$0.7 billion is related to periods from 1990 to 2009, (ii) R$4 billion is related to the New Model Taxation, from 05/2015 to the date in which the Company and its subsidiaries implemented the judicial decisions authorizing the exclusion of the ICMS from the PIS and COFINS tax base in its regular transactions and which right of recovery is assured by the decision rendered by the STF in the judgment of RE 574.706/PR, and (iii) R$4.7 billion is related to periods from 2009 to 2015, during which the REFRI Taxation Model was in force.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Part of this amount has already been used to offset other tax debts according to the final and unappealable decisions rendered in certain judicial lawsuits involving the Company and its subsidiaries. The outstanding amount of recoverable tax credits remain registered in the asset account (see Note 8 - Recoverable indirect taxes).

The accounting recognition of said amounts is due to (i) the gain being virtually certain considering the decision provided by the STF in RE 574,706/PR and the specific circumstances of each case; and (ii) the fact that the amount could be estimated with sufficient reliability, by collecting the respective documents and quantifying the related amount. As to the tax credits related to the period in which the REFRI Taxation Model was in place, the amount could be estimated with sufficient reliability after several analyses made with the assistance of our external consultants were made. These analyses allowed us to (i) identify the total ICMS included per liter in the retail selling prices that were verified by the Federal Government at the time and that had an impact on the reference prices used as a base for the determination of the PIS and COFINS; and (ii) calculate the exclusion of such ICMS from the tax base of PIS and COFINS in the transactions carried out by the Company and its subsidiaries.

In addition, with respect to the transactions performed after the implementation of the individual judicial decisions authorizing the exclusion of the ICMS from the PIS and COFINS tax base, the Company and its subsidiaries had a positive impact of R$5.1 billion, net of the amounts mentioned above, which represented a reduction in the PIS and COFINS expenses.

For additional matters, the Company estimates that the contingent asset corresponds to R$0.7 billion, which will be recognized once the realization of the gain is virtually certain given the specific circumstances of the case and upon confirmation of the estimated values with sufficient reliability.

26. RELATED PARTIES

Policy and practices regarding the realization of transactions with related parties

The Company adopts the corporate governance practices recommended and/or required by the applicable laws.

Under the Company's by-laws, the Board of Directors is responsible for approving any transactions or agreements between the Company and/or any of its subsidiaries (except for full subsidiaries), its directors and/or shareholders (including direct or indirect shareholders of the Company). The Governance Committee of the Company is required to advise the Board of Directors on all transactions with related parties, among other subjects.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Management is prohibited from interfering in any transaction in which a conflict of interest exists, even in theory, with the Company's interests. Management also are not permitted to interfere in decisions of any other members of management, and the Minutes of Meeting of the Board are required to document any decision to abstain from the respective deliberations.

The Company's guidelines on related parties require it to follow reasonable or commutative terms, similar to those prevailing in the market, or under which the Company would contract similar transactions with third parties. These related parties transactions are clearly disclosed in the interim financial statements as formalized in the written contracts.

Transactions with Management members

In addition to short-term benefits (primarily salaries), Management members are entitled to participate in the Stock Option Plan and Share-Based Payments Plan (Note 22 - Share-based payments).

Total expenses related to the Company's Management members are as follows:

03/31/2023 03/31/2022
Short-term benefits (i) 14,665 16,086
Share-based payments (ii) 18,148 11,708
Total key management remuneration 32,813 27,794

(i) These mainly correspond to management's salaries and profit sharing (including performance bonuses).

(ii) These correspond to compensation expenses of share options, restricted stocks and performance stocks granted to Management. These amounts exclude remuneration paid to members of the Fiscal Council.

Excluding the abovementioned plan (Note 22 -Share-based payments), the Company no longer has any types of transaction with the Management members or pending balances receivable or payable in its balance sheet.

Transactions with the Company's shareholders:

a) Medical, dental and other benefits

Fundação Zerrenner is one of Ambev's shareholders, and at March 31, 2023 held 10.2% of its total share capital. Fundação Zerrenner is also an independent legal entity whose main goal is to provide Ambev's employees, both active and retired, with health care and dental assistance, technical and higher education courses, and facilities for assisting elderly people, either directly or through financial assistance agreements with other entities. As at March 31, 2023 and December 31, 2022, actuarial obligations related to the benefits provided directly by Fundação Zerrenner were fully funded by plan assets, held for that purpose, which significantly exceeded the liabilities at these dates. Ambev recognizes the assets (prepaid expenses) of this plan to the extent of the economic benefits available to the Company, arising from reimbursements or from reductions in future contributions.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

The expenses incurred by Fundação Zerrenner with third parties for providing these benefits totaled R$81,647 (R$73,726 as at March 31, 2022), of which R$73,598 and R$8,049 were related to active employees and retirees respectively (R$64,646 and R$9,080 as at March 31, 2022 related to active employees and retirees respectively).

b) Licensing agreement

At November, 2021, Ambev and Anheuser-Busch Inc. negotiated the general guidelines towards royalties and transfer price to fixate royalties and mark-up percentages applicable to production, import, distribution and sale of (a) ABI's finished goods and/or its respective subsidiaries by the Company and/or its respective subsidiraries (b) Company's finished goods and/or its respective subsidiaries by ABI and/or its respective subsidiaries. All the metrics, prices and methodologies were stablished at similar market conditions, based on a study carried out by a first-class external audit company, duly approved by the Governance Committee and by the Board of Directors.

In this context, the Company and its subsidiaries have some licensing agreements with Anheuser-Busch, Inc. to produce, bottle, sell and/or distribute products of brands such as Budweiser, Stella Artois, Spaten and Corona. Likewise, the Company and its subsidiaries license to AB InBev and its subsidiaries the right to produce and/or distribute, in several countries, products of its own brands such as Brahma.

Therefore, the Company recorded R$5,776 as at March 31, 2023 (R$3,195 as at March 31, 2022) and R$185,427 (R$164,041 as at March 31, 2022) as licensing income and expenses, respectively.

Transactions with related parties

03/31/2023
Current Trade receivables (i) Other trade receivables (i) Trade payables (i)
AB Africa 993 - -
AB InBev 158,108 - (127,723)
AB Package - - (171,716)
AB Services 46,831 - (3,840)
AB USA 71,938 - (246,736)
Bavaria 13,661 - (16,818)
Cervecería Modelo 7,612 - (390,702)
Cervecerías Peruanas 185 - (533)
Inbev 967 24,574 (18,928)
Panama Holding 4,181 - (447)
Other 22,399 944 (27,897)
326,875 25,518 (1,005,340)

(i) The amount represents trading operations (purchase and sale) and reimbursements between the companies of the group.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

12/31/2022
Current Trade receivables (i) Other trade receivables (i) Trade payables (i)
AB Africa 1,584 - -
AB InBev 142,678 - (81,969)
AB Package - - (79,325)
AB Services 23,738 - (5,651)
AB USA 71,101 - (237,741)
Bavaria 13,912 - (6,931)
Cervecería Modelo 12,044 - (345,474)
Cervecerías Peruanas 929 - (46,421)
Inbev 1,032 23,861 (12,183)
Panama Holding 3,850 - -
Other 19,815 947 (14,735)
290,683 24,808 (830,430)

(i) The amount represents trading operations (purchase and sale) and reimbursements between the companies of the group.

03/31/2023 12/31/2022
Non-current Trade payables Trade payables
ITW International (317,833) (343,556)
(317,833) (343,556)

The tables below represent transactions with related parties, recognized in the income statement:

03/31/2023
Company Sales and other Service fees / Reimbursement of expenses and other receivables Product purchases and other Service fees / reimbursement of expenses and other payables Net finance cost
AB InBev - 203 (54,808) - (31)
AB Package - - (73,600) - -
AB Services 16 2,709 - - -
AB USA 5,776 - (207,785) (792) (19)
Bavaria 159,122 - (16,018) - -
Cervecería Modelo 63 - (206,886) - -
Cervecerías Peruanas - - (70) - -
GCC India - - - (743) -
Inbev - - (15,158) - -
ITW International - - - - 16,849
Other 8,623 2,737 (7,046) - -
173,600 5,649 (581,371) (1,535) 16,799

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

03/31/2022
Company Sales and other Service fees / Reimbursement of expenses and other receivables Product purchases and other Service fees / reimbursement of expenses and other payables Net finance cost
AB InBev - - (42,554) - -
AB Package - - (86,608) - -
AB USA 6,453 - (257,936) (816) -
Ambev Peru 331 - - - -
Bavaria 50,109 - (14,790) - -
Cervecería Modelo 630 - (398,328) - -
Cervecerías Peruanas - - (7,607) - -
GCC India - - - (1,990) -
Inbev - - (68,066) - -
ITW International - - - - 3,322
Other 16,052 3,259 (37,326) - -
73,575 3,259 (913,215) (2,806) 3,322

List of companies included in the tables above:

AB InBev Procurement GmbH ("AB Procurement")
Ambrew S.A.R.L. ("Ambrew")
Anheuser-Busch Inbev Africa (Pty) Ltd. ("AB Africa")
Anheuser-Busch InBev N.V. ("AB InBev")
Anheuser-Busch Inbev Services LLC ("AB Services")
Anheuser-Busch Inbev USA LLC ("AB USA")
Anheuser-Busch Packaging Group Inc. ("AB Package")
Bavaria S.A. ("Bavaria")
Cervecería Modelo de Mexico S. de R.L. de C.V. ("Cervecería Modelo")
Cervecería Nacional S de RL ("Panamá Holding")
Compañia Cervecera Ambev Peru S.A.C. ("Ambev Peru")
GCC Services India Private Ltd. ("GCC India")
Inbev Belgium N.V. ("Inbev")
Interbrew International B.V. ("ITW International")
Unión de Cervecerias Peruanas Backus Y Johnston S.A.A. ("Cervecerías Peruanas")
27. EVENTS AFTER THE REPORTING PERIOD

In April 2023, the CARF issued unfavorable, partially favorable and favorable decisions to the Company in some administrative disputes related to tax matters.

The first three unfavorable decisions rendered, by majority vote, by the Superior Chamber of Tax Appeals ("CSRF"), in proceedings involving the discussion of disallowance of the use of income tax credits paid abroad by the Company's subsidiaries, were to reject the Special Appeal filed by Ambev. These decisions, based on procedural reasons, do not change the current classification of the cases as possible losses. The Company will discuss the matter in the Judiciary. The value of the judged lawsuits amounts to R$2.3 billion on March 31, 2023 (R$2.2 billion on December 31, 2022).

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended March 31, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

The fourth decision handed down by CSRF is related to the disallowance of goodwill amortization expenses resulting from the merger of InBev Holding Brasil, in which the decision was partially favorable to the Company. The decision granted the Special Appeal, filed by Ambev, by majority vote, to dismiss the qualified fine and dismissed, by casting vote, the isolated fine. It was also denied, by majority vote, the Special Appeal filed by the National Treasury as to the full cancellation of the release regarding the goodwill of the Public Stock Offering ("OPA"). The amount of the judged lawsuit amounts to approximately R$818 million as of March 31, 2023 (R$802 million as of December 31, 2022).

The last decision was handed down by a Regular Panel of the CARF and involved the discussion of expenses related to the results of hedging financial instruments used against risks inherent to price or rate fluctuations, as well as loans related to the Company's operational activities. The decision rendered, by unanimous vote, did not consider the Mandatory Review in light of the favorable decision rendered by the Regional Judgment Office ("DRJ"), upholding the nullity of the tax entry. The value of the lawsuit judged amounts to approximately R$5 billion on March 31, 2023 (R$4.9 billion on December 31, 2022).

Regarding the last two lawsuits mentioned above, for which the decision was favorable and whose current loss classification is possible, the Company awaits the formalization of the decisions, for analysis, together with its external advisors, of possible impacts on these classifications and other necessary measures.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 17, 2023

AMBEV S.A.
By: /s/ Lucas Machado Lira

Lucas Machado Lira

Chief Financial and Investor Relations Officer

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AmBev SA published this content on 18 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 May 2023 10:08:11 UTC.