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Notice to Shareholders - IOC

NOTICE TO SHAREHOLDERS

We hereby announce to the shareholders of Ambev S.A. (the "Company") that, as indicated in the Minutes of the Board of Directors’ Meeting held on February 23, 2015, the members of the Company’s Board of Directors, approved the distribution of interest on own capital ("IOC") in the amount of R$0.09 for each share of the Company, from which R$0.03 shall be deducted from the Investments Reserve calculated in the financial statements for the year ended December 31, 2014 and R$0.06 shall be deducted from the results of the 2015 fiscal year based on the Company’s balance sheet dated January 31, 2015, and both amounts shall be attributed to the minimum mandatory dividends for 2015. The distribution of IOC shall be taxed pursuant to applicable law, which shall result in a net distribution of IOC of R$0.0765 per share of the Company, except for legal entities exempt from withholding tax pursuant to Article 5 of Law 11,053/04, as amended by Law 11,196/05, which have confirmed such qualification by means of specific notice sent to the Company in view of the payment of earnings on January 30, 2015. Shareholders who did not confirm such qualification, or who confirmed such qualification solely for the payment made on January 30, 2015, shall provide specific notice to such effect to Ambev S.A., Área de Ações, c/o Nilson Casemiro - Rua Dr. Renato Paes de Barros, n° 1.017, 4° andar, CEP 04530-001, São Paulo/SP, Brazil, by no later than February 27, 2015. In case such qualification is not received by then, income tax shall be withheld.

The aforementioned payments shall be made as from March 31, 2015 (ad referendum of the Annual Shareholders’ Meeting), considering the shareholding on and including February 27, 2015, with respect to BM&FBovespa, and March 4, 2015, with respect to the New York Stock Exchange, without any monetary adjustment. Shares and ADRs shall be traded ex-IOC as from and including March 2, 2015.

SERVICE TO SHAREHOLDERS

Shareholders who have already indicated a bank account shall have their credits available at the informed account. Shareholders who have not provided such indication shall receive from Banco Bradesco S.A., as depositary bank, at their stated address, a notice containing information with respect to the payment. Such notice shall be presented at one of Banco Bradesco’s branches along with the appropriate deposit instructions. Shareholders who hold their shares under a fiduciary custody arrangement shall have their proceeds available according to procedures adopted by the appropriate stock exchange.

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Contact IR

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

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