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Minutes of the Annual and Extraordinary General Shareholders’ Meetings

AMBEV S.A.
CNPJ [National Register of Legal Entities] N. 07.526.557/0001-00
NIRE [Corporate Registration Identification Number] 35.300.368.941
A Publicly-Held Company

Minutes of the Annual and Extraordinary General Shareholders’ Meetings of Ambev S.A. ("Company"), held on April 28, 2014, prepared in summary form:

1. Date, Time and Venue: On April 28, 2014, at 2:00 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. Convening Notice: The convening notice was published in the Official Gazette of the State of São Paulo on (i) March 28, (ii) March 29, and (iii) April 1st, 2014, on pages 340, 246 and 113, respectively, and on the newspaper "Valor Econômico" on: (i) March 28, (ii) March 29, 30 and 31, and (iii) April 1st, 2014, on pages B10, B3 and C13, respectively.

3. Attendance: Shareholders representing 87.5648% of the voting capital of the Company, as evidenced by their signatures in the "Shareholders’ Attendance Book". The meetings were also attended by the Co-Chairman of the Board of Directors of the Company, Mr. Victorio Carlos De Marchi, the representatives of independent auditors PricewaterhouseCoopers Auditores Independentes, Messrs. Eduardo Rogatto Luque and Leonardo Bucsan, and the members of the Fiscal Council, Messrs. Celso Clemente Giacometti, Mário Fernando Engelke and Ary Waddington, as provided by law.

4. Presiding Board: Mr. Victorio Carlos De Marchi, Chairman, and Mr. Paulo Cezar Aragão, Secretary.

5. Resolutions: The following resolutions were taken by shareholders representing more than 2/3 of the Company’s voting capital attending the Meetings. Those legally prevented from voting abstained, and abstentions and dissenting votes were recorded in each case:

5.1. To authorize the preparation of the Minutes of these Annual and Extraordinary General Meetings in summary form, as well as their publication with omission of the signatures of the attending shareholders, pursuant to article 130 and its paragraphs of Law No. 6.404/76.

5.2. At the Annual General Meeting:

(i) The shareholders by majority vote approved, following examination and discussion, the annual report and the Management’s accounts, as well as the financial statements for the fiscal year ended on December 31, 2013, together with the opinions of the Fiscal Council and the independent auditors report, made available at IPE and at SEC on March 24, 2014.

The dissenting votes and the abstentions were duly registered by the Presiding Board.

(ii) The shareholders by majority vote approved the allocation of net income as set forth in the Management Proposal. Consequently, it was ratified, as stated on the financial statements approved herein and on the Management Proposal, the allocation of the total amount of R$ 417,964,812.70, to the Tax Incentives Reserves, whereas: (i) R$489,393,684.39 for State ICMS tax incentives received by some units of the Company; (ii) R$ 40,805,940.75 refer to Sergipe state tax incentives, pursuant to Law no. 5.382/2004, as amended (iii) R$ 2,646,273.67 as per the Federal Income Tax Reinvestment Incentive granted by SUDENE pursuant to article 19 of Law no. 8167/91, as amended, allocated based on the useful life of the asset connected with the benefit, considering accumulated depreciation in the year 2013; and (v) R$ 987,346.38 as per the Federal Income Tax Reinvestment Incentive granted by SUDAM, pursuant to article 19 of Law no. 8167/91 as amended, allocated based on the useful life of the asset connected with the benefit, considering the accumulated depreciation in 2013. The amount of R$ 417,964,812.70 is net of the adjustment in the amount of R$ 115,868,432.49, related to federal tax incentive for income tax on operations of some manufacturing plants.

It was further ratified the anticipated distribution paid to the Company’s shareholders, in the form of dividends and interest on shareholders’ equity totaling R$ 6,954,446,947.93, which was debited to the 2013 fiscal year’s net income, as approved by the Board of Directors: (a) R$ 2,035,986,695.60 at the meeting held on August 30, 2013, at R$0.13 per share, as dividends; (b) R$ 3,978,505,121.21 at the meeting held on January 6, 2014, at R$0.10 per share, as dividends, and R$0.1540 per share, as interest on shareholders’ equity, resulting in a net distribution of R$0.1309 per share; and (c) R$ 939,955,131.12, at the meeting held on March 25, 2014, after the disclosure of the financial statements related to the fiscal year ended on December 31, 2013, at R$0.06 per share, as dividends. Pursuant to article 193, paragraph 1, of Law No. 6,404/76, as amended ("Law No. 6,404/76"), the Company shall not set up a legal reserve for the current fiscal year because the balance of said reserve plus the sum of the capital reserves mentioned in article 182, paragraph 1, of Law No. 6,404/76 are greater than 30% of the Company’s capital.

The dissenting votes and the abstentions were duly registered by the Presiding Board.

(iii) For the position of Fiscal Council members, with a term of office extending up to the Company’s next Annual General Shareholders’ Meeting that will decide on the Company’s financial statements for the fiscal year ending on December 31, 2014, by the shareholders representing 80.1193% of the shares issued by the Company:

1) to reelect, as effective members of the Fiscal Council, Messrs. Celso Clemente Giacometti, Brazilian citizen, married, business administrator and accountant, bearer of the ID card No. 3,179,758 -1 SSP/SP, and enrolled with the individual taxpayer’s registry- CPF under No. 029,303,408-78, resident and domiciled in the city of São Paulo, State of São Paulo, at Av. Vereador José Diniz, n° 3,725, 6° andar, conjunto 61, Campo Belo; and James Terence Coulter Wright, Brazilian citizen, separated, civil engineer and accountant, bearer of the ID card No. 4,967,106-6 SSP/SP, and enrolled with the individual taxpayer’s registry - CPF under No. 872,316,898-68, resident and domiciled in the city of São Paulo, State of São Paulo, at Av. Prof. Luciano Gualberto, 908, Sala G-112, Cidade Universitária.

2) To reelect, as alternate members of the Fiscal Council, not bound to a specific effective member, Messrs. Emanuel Sotelino Schifferle, Brazilian citizen, married, engineer, bearer of the ID card No. 01,433,665-5 SSP/RJ and enrolled with the individual taxpayer’s registry - CPF under No. 009,251,367-00, resident and domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, at Av. Henrique Dodsworth 13/502; and Ary Waddington, Brazilian citizen, married, economist, bearer of the ID card No. 01,139,777-5 - IFP-RJ and enrolled with the individual taxpayer’s registry - CPF under No. 004,469,397-49, resident and domiciled in the City of Armação dos Búzios, State of Rio de Janeiro, at Rua E.9 Condomínio do Atlântico - Praia da Ferradura.

The dissenting votes and the abstentions were duly registered by the Presiding Board.

(iv) For the position of Fiscal Council member, with a term of office extending up to the Company’s next Annual General Shareholders’ Meeting that will decide on the Company’s financial statements for the fiscal year ending on December 31, 2014, as appointed by the shareholder Caixa de Previdência dos Funcionários do Banco do Brasil - PREVI, pursuant to item "a", paragraph 4, of article 161 of Law No. 6,404/76, by shareholders representing 2.8881% of the shares issued by the Company:

1) to reelect Mr. Mário Fernando Engelke, Brazilian citizen, widow, economist, bearer of the ID card No. 488685 SSP/SP and enrolled with the individual taxpayer registry - CPF under No. 011,249,197-91, resident and domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, at Av. Rainha Elizabeth da Bélgica, 129/801, Copacabana; and, to elect, as his alternate, Mr. José Elias Neto, Brazilian citizen, married, bank employee and economist, bearer of ID card No. 02,775,424,850 - DETRAN/MG and enrolled with the individual taxpayer registry - CPF under No. 470,218,616-72, resident and domiciled in the City of Governador Valadares, State of Minas Gerais, at Rua Bromélias, 233, Retiro dos Lagos.

The elected members of the Fiscal Council shall take office upon execution of the respective terms of investiture, along with the clearance statement required by law.

The dissenting votes and the abstentions were duly registered by the Presiding Board.

(v) The majority of the shareholders approved the ratification of the global compensation paid to the Company’s Board of Directors and Executive Officers for the year 2013, and, with respect to the global compensation of the Company’s Board of Directors and Executive Officers for the fiscal year of 2014, the majority of the shareholders approved the limit of R$ 78,452,485.00, with the Board of Directors being responsible for the allocation of this amount, pursuant to article 21, item "f" of the Company’s By-laws.

Further, it was decided, by majority vote, the amount of the global compensation of the Company’s Fiscal Council members for the fiscal year of 2014 in the amount of up to R$ 1,549,586.00, with the compensation of the alternates being in an amount equal to half of the amount received by the members, subject to the statutory limits.

The dissenting votes and the abstentions were duly registered by the Presiding Board.

5.3. At the Extraordinary General Meeting:

(i) Shareholders approved by majority vote, a capital increase, for private subscription, in the minimum amount of R$ 218,277,229.62, upon the issuance of 13,566,018 shares and the maximum amount of R$ 352,684,594.10, upon the issuance of 21,919,490 shares, with no par value. The minimum amount of this capital increase corresponds to the amount necessary for the capitalization, by Interbrew International B.V. and AmBrew S/A, both subsidiaries of Anheuser-Busch InBev N.V./S.A. ("ABI’s Subsidiaries"), of 70% of the tax benefit earned by the Company with the partial amortization of the Special Premium Reserve for the 2013 Fiscal Year, pursuant to Article 7 of CVM Ruling N. 319/99. The issuance price is 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, as set forth in Article 170, first paragraph, item III, of Law No. 6,404/76.

The corresponding preemptive rights of the Company’s shareholders, may be exercised by the Company’s shareholders within a 30-day period as from the publication of the corresponding notice to shareholders, being the Board of Directors authorized to, after the aforementioned 30-day period, distribute the unsubscribed shares among the shareholders who indicated their decision, in the subscription bulletin, to subscribe for such unsubscribed shares within their respective stake, pursuant to item "b", paragraph 7 of article 171 of Law No. 6,404/76. In the event, after the distribution of unsubscribed shares, the subscription of the maximum number of shares of this capital increase does not occur, the Board of Directors shall be authorized, as established on article 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 subscription of 13,566,018 new shares, in which case those shareholders who subscribed new shares shall have the right to withdraw such subscription during a 30-day period. 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 Board of the Directors’ Meeting.

The shares deriving from this capital increase 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 this capital increase.

(ii) Shareholders approved by majority vote, a new increase of the Company’s capital stock, in the amount of R$ 93,547,390.11, corresponding to the capitalization of 30% of the tax benefit obtained by the Company with the partial amortization of the special premium reserve during the fiscal year of 2013, without the issuance of new shares.

The dissenting votes and the abstentions were duly registered by the Presiding Board.

(iii) Thus, in view of the capital increase approved and ratified by the Board of Directors at the meeting held on March 25, 2014, pursuant to the terms of article 6 of the Company’s By-laws and of article 168 of Law No. 6,404/76, by virtue of the exercise, by the beneficiaries, of the options granted, pursuant to the Stock Option Plan currently in force, and in order to reflect the resolution taken under item 5.3 (ii) above, the majority of the shareholders approved the amendment to the heading of Article 5 of the Company’s By-laws, which shall, henceforth, read as follows, its respective paragraphs remaining unchanged:

"Article 5 - The capital is of R$ 57,120,224,858.34, divided into 15,666,169,882 are common shares, without par value."

The dissenting votes and the abstentions were duly registered by the Presiding Board.

(iv) In light of the change approved in item (iii) above, the shareholders, by majority vote, approved the consolidation of the Company’s By-laws, as per Annex I to these Minutes.

The dissenting votes and the abstentions were duly registered by the Presiding Board.

6. Approval and Closure: With no further matters on the agenda, these present Minutes were drawn up, and after being read and approved, were signed by the members of the Presiding Board and shareholders representing the majority that the resolutions taken in these Meetings require.

Signatures: Victorio Carlos De Marchi, Chairman; Paulo Cezar Aragão, Secretary; Celso Clemente Giacometti, member of the Fiscal Council; Mário Fernando Engelke, member of the Fiscal Council; Ary Waddington, member of the Fiscal Council; Eduardo Rogatto Luque and Leonardo Bucsan, Representatives of PricewaterhouseCoopers Auditores Independentes.

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