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Minute of the Board of Directors Meeting

COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV
CNPJ 02,808,708/0001-07
NIRE 35,300,157,770

Minutes of the Meeting of the Board of Directors of Companhia de Bebidas das Américas - Ambev (the “Company”), held on October 4, 2011, drawn up in summary form.

1. Date, time and venue: On October 4, 2011, starting at 5:30 p.m., at the Company’s headquarters, located in the City of São Paulo, State of São Paulo, at Rua Dr. Renato Paes de Barros, 1017, 4th floor.

2. Attendance: Messrs. Victório Carlos De Marchi and Carlos Alves de Brito, co-chairmen, and Messrs. Marcel Herrmann Telles, Vicente Falconi Campos, Roberto Herbster Gusmão, José Heitor Attilio Gracioso, Luis Felipe Pedreira Dutra Leite, Luiz Fernando Ziegler de Saint Edmond and Paulo Alberto Lemann.

3. Board: Chairman: Victório Carlos De Marchi; Secretary: Pedro de Abreu Mariani.

4. Resolutions: It was unanimously and unrestrictedly resolved by the Directors who attended the meeting:

4.1. Issuance of Shares - FINOR. Pursuant to article 9 of the Company’s By-laws, to approve the issuance of 87,261 preferred shares, without voting rights, at the subscription price of R$ 55.89 per share, representing the total amount of R$ 4,877,017.29, entitled to its corresponding stake in the Company’s results, pursuant to its By-Laws, to be subscribed by the Fundo de Investimentos do Nordeste - FINOR (Investment Fund of Northeastern Brazil - FINOR) in accordance with article 9 of Law 8,167, of January 16, 1991, to be fully paid-in in cash, upon fulfillment of the legal formalities and conditions pre-established for such payment, as set forth in the attached subscription bulletin (Attachment I), through a deposit of the aforementioned amount at Banco do Nordeste do Brasil S/A’s branch in the city of Aracaju, State of Sergipe, to the benefit of the Company.

4.1.1. The shares hereby issued shall be entitled to receive dividends declared by the Company as from the date of their effective subscription, without, however, any preemptive rights on future share issuances.

4.1.2. The issuance of shares hereby approved shall not give rise to preemptive rights of the current shareholders, pursuant to the sole paragraph of article 172 of Law 6,404/76 and to the sole paragraph of article 9 of the Company’s By-Laws.

4.2 Capital Stock. As a result of the resolutions above, to ratify that the capital stock of the Company is now of R$8,303,936,160.63, divided into 3,117,797,685 shares, being 1,751,135,331 common shares and 1,366,662,354 preferred shares.

4.3. New Executive Management Composition. In view of the abovementioned resolutions, the Company’s Executive Management shall henceforth have the following composition: (i) Mr. João Mauricio Giffoni de Castro Neves, as “Chief Executive Officer”; (ii) Mr. Nelson José Jamel, as “Chief Financial Officer and Investor Relations”; (iii) Mr. Ricardo Tadeu Almeida Cabral de Soares, as “Sales Executive Officer”; (iv) Mr. Ricardo Manuel Frangatos Pires Moreira, as “Soft Drinks Executive Officer”; (v) Mr. Márcio Fróes Torres, as “Industrial Executive Officer”; (vi) Mr. Milton Seligman, as “Corporate Affairs Executive Officer”; (vii) Mr. Pedro de Abreu Mariani, as “General Counsel”; (viii) Mr. Vinícius Guimarães Barbosa, as “Logistics Executive Officer”; (ix) Mr. Sandro de Oliveira Bassili, as “People and Management Executive Officer”; and (x) Mr. Jorge Pedro Victor Mastroizzi, as “Marketing Executive Officer”.

5. Closure: With no further matters to be discussed, the present Minutes were drawn up and, after being read and approved by all of the members of the Company’s Board of Directors who attended the meeting, were duly executed.

I certify that these Minutes are a faithful copy of the resolutions set forth in the Minutes of the books of the Company.

São Paulo, October 4, 2011.

/s/ Victório Carlos De Marchi /s/ Carlos Alves de Brito
/s/ Marcel Herrmann Telles /s/ Roberto Herbster Gusmão
/s/ Vicente Falconi Campos /s/ Luis Felipe Pedreira Dutra Leite
/s/ José Heitor Attilio Gracioso /s/ Paulo Alberto Lemann
/s/ Luiz Fernando Ziegler de Saint Edmond /s/ Pedro de Abreu Mariani
Secretary

ATTACHMENT I
COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV
CNPJ n. 02,808,708/0001-07
NIRE n. 35,300,157,770

FINOR SHARE SUBSCRIPTION BULLETIN PUSUANT TO ARTICLE 9 OF LAW N. 8,167/91

Subscription Bulleting of 87,261 preferred shares, at the subscription price of R$ 55.89 per share, in the total amount of R$4,877,017.29, which shares represent parto of the company “COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV” capital stock, without voting rights and entitled to the remaining rights and advantages established in the company’s By-Laws, to be fully subscribed by FUNDO DE INVESTIMENTOS DO NORDESTE - FINOR, pursuant to Article 9 of Law n. 8,167/91, to be fully paid-in in cash, upon fulfillment of the legal formalities and conditions pre-established for such payment, as approved in the Company’s Board of Directors’ Meeting held on October 4, 2011.

SUBSCRIBER SHARES TO BE SUBSCRIBED AMOUNT TO BE PAID(R$)
FUNDO DE INVESTIMENTOS
DO NORDESTE - FINOR
87.261 R$4,877,017.29
BANCO DO NORDESTE
DO BRASIL S/A
General Manager

São Paulo, October 4, 2011.

Agreed:


_________________________________________________
COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV
Attorney-in-Fact Attorney-in-Fact

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