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Notice to Shareholders - Preemptive rights

NOTICE TO SHAREHOLDERS

Ambev S.A. hereby informs that, in the General Extraordinary Shareholders Meeting of the Company held on April 28, 2014, it was approved a capital increase in the maximum amount of R$ 352,684,594.10, upon private issuance of up to 21,919,490 new common shares, at the issuance price of R$ 16.09 per share, which, pursuant to article 170, paragraph first, item III, of Law n. 6,404/76, correspond to the average price of the Company’s shares on January 31, 2014, the date on which the Company earned the tax benefit deriving from the partial amortization of the Special Premium Reserve - IN 319/99 for the fiscal year of 2013, pursuant to the Article 7 of CVM Ruling n. 319/99.

The capital increase shall be acknowledged and ratified upon subscription of shares which issuance price correspond the minimum amount of R$ 218,277,229.62.

The new shares issued shall be of the same type and grant its holders the same rights they were already entitled to, including dividends, interest on shareholders’ equity and any shareholders’ return which may be approved by the Company, after the acknowledgment and ratification of actual subscriptions, by the Board of Directors.

Pursuant to the terms of article 171 of Law n. 6,404/76, shareholders shall be granted preemptive rights for the subscription of the new shares to be issued in connection with the capital increase, in accordance with the following conditions:

I. Preemptive rights and subscription period: shareholders, within their respective equity stakes on April 28th, 2014, after market closing, may exercise their preemptive rights in the Company’s capital increase during a 30-day period, from April 30th, 2014 until May 29th, 2014, both including.

Since the new shares will not be registered under the Securities Act of 1933, the right to subscribe such shares may not be offered nor sold neither in the United States of America nor to U.S. citizens.

Notwithstanding the preceding paragraph, any shareholder interested in negotiating subscription rights may do so from April 30th, 2014 until May 22nd, 2014, provided that such shareholder whose shares are held in custody with Banco Bradesco S.A. ("Banco Bradesco") requests from such institution the respective assignment bulletin, which shall be issued by Banco Bradesco, or instruct a stock broker to negotiate it directly on the stock exchanges.

Upon issuance of the corresponding assignment bulletin as well as the consummation of such assignment of rights, the assignor must execute the overleaf of the referred bulletin and have his signature duly notarized. Shareholders whose shares are held in custody at the "Central Depositária de Ativos da BM&FBOVESPA" must contact their custody agents. The subscription rights for unsubscribed shares may be assigned along with the preemptive rights in the capital increase.

II. Subscription Percentage: the corresponding preemptive rights, based on the maximum number of shares to be issued in the capital increase (21,919,490 common shares), may be exercised by the Company’s shareholders in the proportion of 0.139940902% of their respective equity stake held on April 28th, 2014, after market closing, excluding treasury shares. The fractions of shares issued by the Company, resulting from the exercise of preemptive rights shall be disregarded for purposes of the exercise of such rights and shall be combined in whole numbers and be part of the unsubscribed shares, subject to subscription by shareholders who indicated their interest for unsubscribed shares, during the subscription period.

III. Ex-Subscription Rights Trading: As from April 29th, 2014 and including such date, shares issued by the Company shall be traded ex-subscription rights.

IV. Payment: the payment for subscribed shares shall be carried out in local currency, in full, upon its subscription, exception made to the shares eventually subscribed by Interbrew International B.V. and AmBrew S/A, both subsidiaries of Anheuser-Busch InBev N.V./S.A., which shall be paid in through the capitalization of the tax benefit earned by the Company with the partial amortization of the Special Premium Reserve - IN 319/99 for the fiscal year of 2013, pursuant to article 7 of CVM Ruling n. 319/99. For payment in local currency, subscription rights may be exercised at any branch of Banco Bradesco, upon payment of the corresponding subscription amount and completion of the respective bulletin, which shall be at shareholders’ disposal as from April 30th, 2014.

V. Unsubscribed Shares: After the abovementioned subscription period, the Company may distribute the right to subscribe the unsubscribed shares among the shareholders who indicated their decision, in the subscription bulletin, to subscribe for such unsubscribed shares within their respective stake. In the event that, after such period of unsubscribed shares distribution, the subscription of the maximum number of shares of this capital increase does not occur, the Board of Directors shall be authorized, as established by Section 30 of CVM Ruling n. 400/03, as amended, to partially acknowledge and ratify the subscription of shares of the capital increase, provided that the amount subscribed is equal to or greater than the minimum amount of R$ 218,277,229.62, upon the issuance of at least 13,566,018 new common shares. In the event of distribution of unsubscribed shares, shareholders who indicated their decision, in the subscription bulletin, to subscribe for such unsubscribed shares shall have the term of two business days, as from the notice published by the Company, to subscribe and pay, upon subscription, in local currency, for the distributed shares.

VI. Partial Acknowledgement and Ratification: In the event of partial acknowledgment and ratification of this capital increase, pursuant to Section 30 of CVM Ruling n. 400/03, shareholders who subscribed new shares shall have the right to withdraw such subscription during a 30-day period and the Board of Directors shall verify the actual subscription of shares, proceeding with the filing of the relevant resolution with the Registrar of Companies (Law No. 6,404/76, Article 166). The credit of subscribed shares shall occur on the day following the referred to Board of the Directors’ Meeting.

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Phone:
+(55 11) 2122-1414 / 2122-1415
Email:
ri@Ambev.com.br

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