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Material Fact


Ambev S.A. (the "Company"), in compliance with the applicable Securities Commission Regulations, informs its shareholders and the public that, following the Company’s Compliance Committee’s and Board of Directors’ approval, it has entered into an agreement with Anheuser-Busch InBev SA/NV ("AB InBev") pursuant to which the Company has agreed to transfer to AB InBev its businesses in Colombia, Peru and Ecuador, in exchange for which AB InBev has agreed to transfer SABMiller plc’s ("SABMiller") Panamanian business to the Company ("Transaction").

As a result of the Transaction, the Company will cease its operations in Colombia, Peru and Ecuador and will commence operations in the beverages market of Panama.

The Transaction is conditional on the successful closing of the proposed business combination between SABMiller and AB InBev as announced on 11 November 2015, in addition to other customary closing conditions. Rothschild acted as exclusive financial advisor for the Company.

São Paulo, May 12, 2016.

Ambev S.A.
Ricardo Rittes de Oliveira Silva
Chief Financial and Investor Relations Officer

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+(55 11) 2122-1414 / 2122-1415

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