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Management Proposal - EGM of 10/01/08

Dear Shareholders,

We present below the Management proposal regarding the matters to be resolved by the Extraordinary Shareholders Meeting to be held on October 7, 2008.

1. Conforming of the By-laws to the terms of the FINOR legislation

Some of the Company’s industrial projects are eligible for receiving tax incentives from the Investment Fund of Northeastern Brazil − FINOR (“FINOR”), subject to compliance with the legislation applicable to FINOR and to the requirements of Banco do Nordeste Brasileiro S/A (“BNB”), which manages FINOR.

The Company currently has the right to receive R$ 2,212,448.00 in FINOR tax incentives, with approximately R$ 20 million in additional benefits still to be granted subject to the completion of the administrative processes before the appropriate authorities.  Accordingly, in order to comply with FINOR’s requirements, the Company is required to amend its By-laws to allow the subscription by FINOR of newly-issued preferred shares, which will subsequently be transferred to the Company in accordance with the FINOR legislation.

Therefore, we propose that:

(i) the shares subscribed by FINOR will not be charged the administrative expenses set forth in article 35, paragraph 3, of Law 6,404/76, related to share transfer services, which in effect have never been charged to the Company’s shareholders.  By amending the Company’s By-laws, this exemption will be extended to all shareholders of the Company; and

(ii) the By-laws establish that the issuance of shares pursuant to any special laws regarding fiscal incentives (article 172, sole paragraph, of Law 6,404/76) shall not give rise to preemptive rights to shareholders; provided, however, that shares subscribed with funds originated from fiscal incentives shall not carry preemptive rights in connection with any issuance of shares after such subscription.

2. Dissolution of the Consulting Committee

We recommend that shareholders approve the dissolution of the Company’s Consulting Committee, and, consequently, amend the By-laws to remove articles 32 to 34 and its respective paragraphs, renumbering the other articles, and amending paragraph 2 of current article 19.  This proposals purports to simplify the Company’s management structure because the responsibilities of the Consulting Committee coincide to a large extent with the responsibilities of the Company’s Fiscal Council.

3. Amendment of the By-laws to reflect the capital increase approved by the General Shareholders’ Meeting held on April 28, 2008

We propose that shareholders approve an amendment to article 5 of the By-laws in order to reflect the resolutions taken by the Board of Directors of the Company at its meeting held on July 25, 2008, in which the Board of Directors verified the subscription and paying-up of 431,336 new ordinary shares and 61,451 new preferred shares issued pursuant to the General Shareholders’ Meeting held on April 28, 2008.

4. Amendment of the By-laws to reflect the reverse stock split approved by the General Shareholders’ Meeting held on June 29, 2007

We propose that shareholders approve an amendment to the caption of current article 10 of the By-laws to reflect the reverse stock split of the Company’s shares approved by the Company’s General Shareholders’ Meeting held on June 29, 2007.  Accordingly, the Company’s authorized capital would be reduced to 700,000,000 (seven hundred million) shares.

5. Consolidation of the Company’s By-laws

Finally, we also propose that shareholders approve the consolidation of the Company’s By-laws to incorporate the aforementioned proposals, as set forth in the draft attached hereto.

São Paulo, October 1st, 2008.


Companhia de Bebidas das Américas - AmBev

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