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Material Fact Notice - Corporate reorganization

Material Fact Notice - Corporate reorganization

The managements of Ambev S.A. ("Ambev") and of Companhia de Bebidas das Américas - Ambev ("Companhia de Bebidas"), in the context of the corporate reorganization which resulted in the merger of all shares issued by Companhia de Bebidas into the asset base of Ambev, as approved by the shareholders of both companies on July 30, 2013 (the "Stock Swap Merger"), and in addition to the information disclosed by Ambev in the Material Fact Notice released on October 31, 2013, hereby inform the following:

The shares and American Depositary Receipts ("ADRs") issued by Ambev will begin trading on the BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ("BM&FBOVESPA") and the New York Stock Exchange ("NYSE"), respectively, on November 11, 2013. The shares and ADRs issued by Companhia de Bebidas will cease all trading activities on those stock exchanges on the close of business of November 8, 2013 ("Final Date").

Considering that (i) as a result of the Stock Swap Merger, Companhia de Bebidas became a wholly owned subsidiary of Ambev; and (ii) after the Final Date, the shares and ADRs of Companhia de Bebidas will no longer trade, Companhia de Bebidas will seek its delisting from the BM&FBOVESPA and the NYSE.

Click here to access the Material Fact Notice.

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