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Call Notice - Ordinary and Extraordinary General Meeting - April 29, 2016

ORDINARY AND EXTRAORDINARY GENERAL MEETINGS
CALL NOTICE

The shareholders of Ambev S.A. (the "Company") are invited to attend a meeting to be held on April 29, 2016, at 2:00 p.m., at the Company’s headquarters, located at Rua Dr. Renato Paes de Barros, 1.017, 4th floor, 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, 2015;

(ii) allocation of the net profits for the fiscal year ended December 31, 2015 and ratification of the payment of interest on own capital and distribution of dividends, related to the fiscal year ended on December 31, 2015, approved by the Board of Directors at meetings held on February 23rd, 2015, May 13th, 2015, August 28th, 2015, December 1st, 2015 and January 15th, 2016;

(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 2017; 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, 2015 and establishing the overall compensation of the management and of the members of the Fiscal Council for the fiscal year of 2016.

(b) Extraordinary General Meeting:

(i) to examine, discuss and approve all the terms and conditions of the Protocol and Justification of the Mergers with and into the Company of Cervejarias Reunidas Skol Caracu S.A. ("Skol") and Eagle Distribuidora de Bebidas S.A. ("Eagle") entered into by the managers of the Company, Skol and Eagle (the "Mergers");

(ii) to ratify the retention of the specialized firm APSIS Consultoria Empresarial Ltda. to prepare the valuation reports of the net equity of Skol and Eagle, based on its book value, for purposes of sections 227 and 8 of Law No. 6,404/76 ("Valuation Report");

(iii) to approve the Valuation Report;

(iv) to approve the Mergers;

(v) to authorize the Company’s Executive Committee to perform all acts necessary for the consummation of the mergers; and

(vi) to approve the Company’s Share-based Compensation Plan.


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Contact IR

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

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