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Call Notice - Ordinary and Extraordinary General Meetings on April 28, 2014

Call Notice - Ordinary and Extraordinary General Meetings on April 28, 2014

The shareholders of Ambev S.A. (the "Company") are invited to attend a meeting to be held on April 28, 2014, at 2:00 p.m., at the Company’s headquarters, located at Rua Dr. Renato Paes de Barros, 1.017, 4° andar (parte), conjuntos 41 e 42, Itaim Bibi, in the City and State of São Paulo, for the Ordinary and Extraordinary General Meetings, to resolve on the following AGENDA:

(a) Ordinary General Meeting:

(i) analysis of the management accounts, with examination, discussion and voting on the financial statements related to the fiscal year ended December 31, 2013;

(ii) allocation of the net profits for the fiscal year ended December 31, 2013 and ratification of the payment of interest on own capital and distribution of dividends, related to the fiscal year ended on December 31, 2013, approved by the Board of Directors at meetings held on August 30, 2013, January 6, 2014, and March 25, 2014;

(iii) election of the members of the Company’s Fiscal Council and their respective alternates for a term in office until the Ordinary General Meeting to be held in 2015; and

(iv) ratification of the amounts paid out as compensation to the management and to the members of the Fiscal Council of the Company during the fiscal year ended December 31, 2013 and establishing the overall compensation of the management and of the members of the Fiscal Council for the Fiscal Year to be ended December 31, 2014.

(b) Extraordinary General Meeting:

(i) with the purpose of carrying out the partial capitalization of the tax benefit earned by the Company with the partial amortization of the Special Premium Reserve - IN 319/99 for the 2013 Fiscal Year, pursuant to the Article 7 of CVM Ruling n. 319/99, a capital increase in the minimum amount of R$ 218,277,229.62, upon issuance of 13,566,018 shares and the maximum amount of R$ 352,684,594.10, upon issuance of up to 21,919,490 shares, at the issuance price of R$ 16.09 per share, which correspond to the closing price at the São Paulo Stock Exchange (BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros) on January 31, 2014, when the abovementioned tax benefit was earned. Of the shares to be issued: a) 13,566,018 shares shall be fully subscribed and paid in by Interbrew International B.V. and AmBrew S/A, both subsidiaries of Anheuser-Busch InBev N.V./S.A., controlling shareholder of the Company, upon the capitalization of 70% of the abovementioned tax benefit, in the amount of R$ 218,277,229.62; b) up to 8,353,472 shares, upon the exercise of their preemptive rights by the remaining shareholders in this capital increase, in a proportion of 0.139940902% of their respective stakes in the Company held on the date of the Extraordinary General Meeting, at the same price mentioned above, for payment in cash on subscription thereto, pursuant to the Management Proposal;

(ii) new capital increase in the amount of R$ 93,547,390.11, corresponding to the capitalization of 30% of the tax benefit earned with the partial amortization of the special premium reserve in the fiscal year of 2013, pursuant to article 7 of the CVM Ruling N. 319/99, without the issuance of new shares;

(iii) by virtue of the resolution mentioned in (ii) above, as well as the capital increases approved by the Company’s Board of Directors within the limit of the authorized capital, and ratified until the date of the Ordinary and Extraordinary General Meetings, to amend caput of article 5 of the Company’s By-laws and to restate such By-laws.

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