ambevsa20190426_6k1.htm - Generated by SEC Publisher for SEC Filing

AMBEV S.A.

CNPJ [National Register of Legal Entities] No. 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 26, 2019, prepared in summary form:

1.	Date, Time and Venue. On April 26, 2019, 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, 4^th floor, Itaim Bibi.
2.	Call Notice. The call notice was published in (i) the Official Gazette of the State of São Paulo, on March 26, 2019, March 27, 2019 and March 28, 2019, on pages 233, 136 and 145, respectively; and (ii) the newspaper “Valor Econômico” on March 26, 2019, March 27, 2019 and March 28, 2019, on pages B11, B7 and B9, respectively.
3.	Attendance. At the Annual Shareholders Meeting, shareholders representing 89,35% of the voting capital of the Company and, at the Extraordinary Shareholders Meeting, shareholders representing 89,36% of the voting capital of the Company, at the as evidenced by the bulletin for distance vote presented to the Company and the 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 representative of Deloitte Touche Tohmatsu Auditores Independentes, the independent auditors of the Company, Mr. Márcio Albuquerque Cavalcanti, and the members of the Fiscal Council of the Company, Messrs. José Ronaldo Vilela Rezende and Ary Waddington, as provided by law.
4.	Presiding Board. Chairman: Mr. Victorio Carlos De Marchi. Secretary: Mr. Paulo Cezar Aragão.
5.	Resolutions. After dismissing the reading of the consolidated voting map contemplating the votes presented through bulletins for distance vote, which have been made available for Shareholders’ consultation in accordance with the Brazilian Securities Commission (“CVM”) Ruling No. 481/09, the following resolutions were taken:
5.1.	By unanimous vote, the shareholders authorized the preparation of the Minutes of these Annual and Extraordinary General Meetings in the summary form, as well as their publication with omission of the signatures of the attending shareholders, pursuant to article 130 of Law No. 6.404/76.

Were registered 13,202,179,447 votes for.

5.2. At the Annual General Meeting:

(i) Following examination and discussion, the shareholders approved by majority vote the annual report and the management’s accounts, as well as the financial statements for the fiscal year ended December 31, 2018, together with the opinions of the Fiscal Council and the independent auditors report, all of which were published in full and within the statutory deadline in the Official Gazette of the State of São Paulo and in the newspaper “Valor Econômico”, on February 28^th, 2019 on pages 18 to 30 (Caderno Empresarial 2) and B17 to B33, respectively.

Were registered 13,704,952,526 votes for, 156,160 votes against and 346,674,716 abstentions.

(ii) The shareholders approved by majority vote the allocation of the net income relating to the fiscal year ended December 31, 2018 as set forth in the Management Proposal, with the allocation of the total amount of (a) R$ 5,442,332,002.26 for the Investment Reserves; (b) R$ 1,331,526,295.24 for the Tax Incentives Reserves, of which (b.1) R$ 1,302,657,599.30 refer to State ICMS tax incentives received by some units of the Company, (b.2) R$ 23,314,598.14 refer to the tax incentive of the State of Sergipe, as per Law No. 5,382/04, and (b.3) R$ 5,554,097.80 refer to Corporate Income Tax reinvestment incentive granted by SUDENE, as per article 19 of Law No. 8,167/91; and (c) R$ 7,545,608,313.44 for distribution of dividends and interest on shareholders’ net equity during 2018, which is now ratified, and which payments were made to the shareholders in anticipation, as detailed on items (x) and (y) below.

(x) R$ 2,515,101,062.88 were declared as dividends at the meeting held on May 15, 2018, at R$ 0.16 per share, to be deduced from the net profit of the fiscal year of 2018, duly paid on July 30, 2018; and

(y) R$ 5,030,507,250.56 were declared as interest on shareholders’ net equity at the meeting held on December 3^rd, 2018, at R$ 0.32 per share, resulting in a net distribution of R$ 0.272 per share, to be deduced from the net profit of the fiscal year of 2018.

Pursuant to article 193, paragraph 1, of 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 stock.

Were registered 13,989,283,816 votes for, 138,135 votes against and 62,361,451 abstentions.

(iii) The shareholders approved by majority vote, for a term of office to expire at the Annual Shareholders’ Meeting to be held in 2020, in accordance with the Management Proposal, the following member to the Fiscal Council:

(a) the election of Elidie Palma Bifano, Brazilian, married, lawyer, bearer of Identity Card RG No. 3.076.167SSP/SP, enrolled with the CPF/ME under No. 395.907.558-87, resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Leopoldo Couto de Magalhães Jr., 758, 16^th floor, to take office as a regular member of the Fiscal Council of the Company;

(b)

the reelection of José Ronaldo Vilela Rezende, Brazilian citizen, married, accountant, bearer of Identity Card RG No. M-2.399.128 SSP/MG, enrolled with the CPF/ME under No. 501.889.846-15, resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Barão de Capanema, 433, 4^th floor, to take office as a regular member of the Fiscal Council of the Company;

(c)

the reelection of Emanuel Sotelino Schifferle, Brazilian citizen, married, engineer, bearer of Identity Card RG No. 01.433.665-5 IFP/RJ, enrolled with the CPF/ME 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, to take office as an alternate member of the Fiscal Council of the Company; and

(d)

the reelection of Ary Waddington, Brazilian citizen, married, economist, bearer of Identity Card RG No. 01.139.7777-5 IFP/RJ, enrolled with the CPF/ME 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, to take office as an alternate member of the Fiscal Council of the Company.

Were registered 11,850,234,511 votes for, 7,705,141 votes against and 1,095,484,443 abstentions.

(iv) By separate vote of minority shareholders, it was approved, for a term of office to expire at the Annual Shareholders’ Meeting to be held in 2020, as indicated by the shareholder Caixa de Previdência dos Funcionários do Banco do Brasil - PREVI, pursuant to article 161, paragraph 4, item “a” of Law No. 6,404/76, as mentioned in the Management Proposal:

(a)

the reelection of Aldo Luiz Mendes, Brazilian citizen, divorced, bank officer and economist, bearer of Identity Card RG No. 468.756 SSP/DF, enrolled with the CPF/ME under No. 210.530.301-34, resident and domiciled in Brasília, Distrito Federal, at SHIS QL 14, suite 3, house 4, Lago Sul, to take office as a regular member of the Company's Fiscal Council; and

(b)

the reelection of Vinicius Balbino Bouhid, Brazilian citizen, single, bank employee and economist, bearer of Identity Card RG No. 029.562.824 - DETRAN/RJ, enrolled with the CPF/ME under No. 667.460.867/04, resident and domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, at Av. Afonso Arinos Melo Franco 285, apt. 206, Barra da Tijuca, to take office as an alternate member of the Company's Fiscal Council associated with the regular member mentioned in item (a) above.

Were registered 1,098,096,257 votes for, 263,050 votes against.

The elected members of the Fiscal Council appointed on items (iii) and (iv) above shall take office upon execution of the respective terms of investiture, along with the clearance statement required by law.

(v) The shareholders approved by majority vote, with respect to the global compensation of the Company’s Board of Directors and Officers for the fiscal year of 2019, the limit of R$ 101,728,287.00, which includes the expenses related to recognition of fair value of (a) the stock options which the Company intends to grant in the current fiscal year; and (b) the stock based compensation which the Company intenda to grant during the current fiscal year.

Were registered 13,768,706,028 votes for, 216,436,720 votes against and 66,640,654 abstentions.

(vi) The shareholders approved by majority vote the amount of the global compensation of the Company’s Fiscal Council members for the fiscal year of 2019 in the amount of up to R$ 2,146,762.00, with the compensation of the alternates being in an amount equal to half of the amount received by the regular members, subject to the limits provided by law.

Were registered 13,970,407,718 votes for, 15,965,363 votes against and 65,410,321 abstentions.

5.3. At the Extraordinary General Meeting:

(i) After examination and discussion, the shareholders approved by majority vote the amendment of the heading of article 5^th of the Company’s by-laws, to reflect the increases of capital approved within the capital limit, as approved by the Board of Directors of the Company at meetings held on March 26, 2018 and March 25, 2019, which will have the following language, kept unchanged its paragraphs:

"Article 5^th - The capital stock is R$ 57,798,844,242.20, divided into 15,726,842,297 registered common shares, with no par value."

Were registered 13,981,465,230 votes for, 15,363,982 votes against and 56,848,321 abstentions.

(ii) It was approved by majority votes the amendment of the heading of article 16 of the Company’s By-Laws, to reflect the reality of the composition of the Company’s Board of Directors in recent years, ensure that the quality of the discussions within such body is maintained, and facilitate the effective and timely decision-making, which will have the following language, kept unchanged its paragraphs:

"Article 16 - The Board of Directors shall be composed of three (3) up to eleven (11) effective members, and may have from two (2) up to eleven (eleven) alternates, specifically or not attached to an effective Director, elected by the General Meeting and which may be removed at any time, with a term of office of three (3) years, reelection being permitted."

Were registered 13,996,216,294 votes for, 619,740 votes against and 56,841,499 abstentions.

(iii) It was approved by majority vote the restatement of the Company’s By-laws, to reflect the amendments approved on items (i) and (ii) above, which will be enforceable as provided on Schedule I.

Were registered 13,996,474,725 votes for, 358,474votes against and 56,844,334 abstentions.

6. Approval and Closure: With no further matters on the agenda, the minutes hereof were drawn up and after read and approved were signed by the members of the Presiding Board and the shareholders.

7. Signatures: Victorio Carlos De Marchi, Chairman; Paulo Cezar Aragão, Secretary. Shareholders: AMBREW S.A., INTERBREW INTERNATIONAL B.V. (by Monique Mesquita Mavignier de Lima), FUNDAÇÃO ANTONIO E HELENA ZERRENNER INSTITUIÇÃO NACIONAL DE BENEFICÊNCIA (by Edson Carlos de Marchi), THE BANK OF NEW YORK MELLON (by Jose Donizetti de Oliveira), CAIXA DE PREVID. DOS FUNC. DO BANCO DO BRASIL (by Marcos Paulo Félix da Silva), F. LAEISZ, F. LAEISZ TROSTBTRUCKE 120457 HAMBURGO (by Christian Schües), BRADESCO FIA DIVIDENDOS, BRADESCO FIA EQUITIES, BRADESCO FIA IBOVESPA PLUS, BRADESCO FIA IBRX MULTIPATROCINADO, BRADESCO FIA MASTER DIVIDENDOS, BRADESCO FIA MASTER IBOVESPA, BRADESCO FIA MASTER IBRX, BRADESCO FIA MASTER PREVIDENCIA, BRADESCO PRIVATE FIA IBOVESPA ATIVO, BRAM FIA IBOVESPA ATIVO, BRAM FIA IBRX ATIVO BRADESCO VIDA E PREVIDENCIA S/A, BRADESEG PARTICIPACOES S/A, BRAM FUNDO DE INVESTIMENTO EM ACOES, BRADESCO SEGUROS S/A, BRAM H FIA DIVIDENDOS, BRADESCO FIA ABSOLUTO, BRAM H FIA INSTITUCIONAL, BRADESCOR COR DE SEGUROS LTDA, BRAM H FI EM ACOES IBOVESPA GESTAO BRAM H FI EM ACOES PASSIVO IBRX, FUNDO DE INVESTIMENTO DE ACOES MEAIPE IBX ATIVO, BRAM FUNDO DE INVESTIMENTO EM ACOES IBOVESPA, FUNDO DE INVESTIMENTO EM ACOES IBOVESPA 157, RANDONPREV - FUNDO DE PENSAO, BRADESCO H FI EM ACOES IBOVESPA, PG PREV - SOCIEDADE DE PREVIDENCIA PRIVADA, BRADESCO FIA SAFE IBRX 50, BRADESCO FIA INDICE QUALIDADE, BRADESCO FIA INSTITUCIONAL IBX ATIVO, BRAM FIA ABSOLUTO INSTITUCIONAL, BRADESCO FIA INDICE VALOR, BRAM FUNDO DE INVESTIMENTO EM ACOES IBRX-50, BRADESCO MULTIPORTFOLIO FMP - FGTS CL, BRADESCO IBX PLUS FIA, BRADESCO FUNDO MUTUO DE PRIVATIZACAO FGTS CL (by Nicole Loss da Silva), ARY WADDINGTON, CHRISTIAN BRUNO SCHUES, VICTORIO CARLOS DE MARCHI, BB CAP ACOES FUNDO DE INVESTIMENTO,BB ECO GOLD FUNDO DE INVESTIMENTO EM ACOES, BB TOP ACOES EXPORTACAO FIA, BB TOP ACOES IBOVESPA ATIVO FI, BB TOP ACOES IBOVESPA INDEXADO FI, BB TOP ACOES IBRX INDEXADO FI, BB TOP ACOES SETORIAL CONSUMO FI, BRASILPREV TOP A FUNDO DE INV DE ACOES, BB PREVIDENCIA ACOES IBRX FUNDO DE INVESTIMENTO, BB TOP ACOES LONG BIAS FUNDO DE INVESTIMENTO, BB

ACOES EQUIDADE FUNDO DE INVESTIMENTO, BB MAR AZUL ACOES FUNDO DE INVESTIMENTO, BB TERRA DO SOL FUNDO DE INVESTIMENTO MM CREDITO PRIVADO, BB ACOES 22 FUNDO DE INVESTIMENTO, BB CAP IBOVESPA INDEXADO FIA, BB BNC ACOES NOSSA CAIXA NOSSO CLUBE DE INVESTIMENTO (by Eduardo Tognetti), ABERDEEN LATIN AMERICAN INCOME FUND LLC, CAPITAL INTERNATIONAL FUND, EMERGENCE M, EUROPACIFIC GROWTH FUND, FORSTA AP-FONDEN, FRANKLIN TEMPLETON INVESTMENT FUNDS, GOVERNMENT PENSION FUND, INTERNATIONAL GROWTH AND INCOME FUND, JNL/MELLON CAPITAL EMERGING MARKETS INDEX FUND, JP MORGAN CHASE RETIREMENT PLAN, JPMORGAN FUND ICVC - JPM EMERGING MARKETS INCOME FUND, JPMORGAN FUNDS, MORGAN STANLEY INVESTMENT FUNDS GLOBAL BALANCED FUND, MORGAN STANLEY INVESTMENT FUNDS GLOBAL BALANCED INCOME FUND, MORGAN STANLEY INVESTMENT FUNDS LATIN AMERICAN EQUITY FUND, PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO, STICHTING JURIDISCH EIGENAAR ACTIAM BELEGGINGSFONDSEN, UNIVERSITIES SUPERANNUATION SCHEME LTD, VANGUARD EMERGING MARKETS STOCK INDEX FUND, VANTAGETRUST III MASTER COLLECTIVE INVESTMENT FUNDS TRUST, VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F, ABERDEEN STANDARD SICAV I - LATIN AMERICAN EQUITY FUND, THE MASTER TRUST BANK OF JAP., LTD. AS TR. FOR MTBJ400045829, ABERDEEN STANDARD SICAV I - E. M. EQUITY FUND, THE MASTER TRUST BANK OF JAPAN, LTD. TRUSTEE MUTB400045794, THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB4000, THE MASTER TRUST BANK OF JAPAN, LTD. AS T FOR MTBC400045787, MORGAN STANLEY INVESTMENT FUNDS EMERGING MK EQUITY FUND, HSBC GLOBAL INVESTMENT FUNDS - BRAZIL EQUITY, UNI-GLOBAL EQUITIES EMERGING MARKETS, NEW WORLD FUND, INC., THE MASTER TRUST BANK OF JAPAN, LTD. AS TR FOR MUTB400045792, THE MASTER TRUST BANK OF JAP, LTD. AS TR. FOR MTBJ400045828, ABERDEEN STANDARD EMERGING OPPORTUNITIES FUND, THE MASTER TRUST BANK OF JAPAN, LTD. AS T. FOR MTBJ400045835, COLUMBIA GLOBAL DIVIDENDO OPPORTUNITY FUND, EQ ADVISORS TRUST - AXA GLOBAL EQUITY MANAGED VOLATILITY POR, COMMINGLED PENSION TRUST FUND EMERGING MARKETS RESEARCH ENHA, HSBC GB INVESTMENT FUNDS - ECONOMIC SCALE GEM EQUITY, AMP CAPITAL FUNDS MGMT LTD EFM INTERNATIONAL SHARE FUND 10, BUREAU OF LABOR FUNDS - LABOR INSURANCE FUND, JPMORGAN EMERGING MARKETS RESEARCH ENHANCED EQUITY FUND, MINEWORKERS PENSION SCHEME, OPTIMIX WHOLESALE GLOBAL SHARE TRUST, ABERDEEN STANDARD SICAV I - EMERGING M. E. E. FUND, JTSB LTD AS TR FOR SUM TR AND BANK CO.,LTD TR F, ABERDEEN STANDARD SICAV I - BRAZIL EQUITY FUND, BRITISH COAL STAFF SUPERANNUATION SCHEME, HSBC GLOBAL INVESTMENT FUNDS - LATIN AMERICAN EQUITY, BIG LOCAL TRUST, J P MORGAN INVESTMENT FUNDS, BLACKWELL PARTNERS LLC SERIES A, MORGAN STANLEY INVESTMENT FUNDS BREAKOUT NATIONS FUND, RBC QUANT EMERGING MARKETS DIVIDEND LEADERS ETF, FIDELITY UCITS II ICAV / FIDELITY MSCI EMERGING M I FUND, ABS DIRECT EQUITY FUND LLC, FIDELITY INVESTMENTS MONEY MANAGEMENT INC, RBC QUANT EMERGING MARKETS EQUITY LEADERS ETF, MORGAN STANLEY INVESTMENT FUNDS GLOBAL BALANCED DEFENSIVE FU (by Rodrigo de Mesquita Pereira).

Schedule I

“BY-LAWS

CHAPTER I

NAME, HEADQUARTERS, PURPOSE AND DURATION

Article 1 - AMBEV S.A. (“Company”) is a corporation (sociedade anônima), which shall be governed by these By-laws and by applicable law.

Article 2 – The Company has its headquarters and jurisdiction in the City of São Paulo, State of São Paulo. Branches, offices, deposits or representation agencies may be opened, maintained and closed elsewhere in Brazil or abroad, by resolution of its Board of Directors, for achievement of the Company’s purposes.

Article 3 – The purpose of the Company, either directly or by participation in other companies, is:

a) the production and trading of beer, concentrates, soft drinks and other beverages, as well as foods and drinks in general, including ready-to-drink liquid compounds, flavored liquid preparations, powdered or tubbed guaraná;

b) the production and trading of raw materials required for the industrialization of beverages and byproducts, such as malt, barley, ice, carbonic gas, as well as apparatus, machinery, equipment, and anything else that may be necessary or useful for the activities listed in item (a) above, including the manufacturing and sale of packages for beverages, as well as the manufacturing, sale and industrial use of raw material necessary for the manufacturing of such packages;

c) the production, certification and commerce of seeds and grains, as well as the commerce of fertilizers and fungicides and other related activities, as necessary or useful to the development of the main activities of the Company as stated in these By-laws;

d) the packaging and wrapping of any of the products belonging to it or to third parties;

e) the agricultural cultivation and promotion activities in the field of cereals and fruits which are the raw material used by the Company in its industrial activities, as well as in other sectors that require a more dynamic approach in the exploration of the virtues of the Brazilian soil, mainly in the food and health segments;

f) the operation on the following areas: research, prospecting, extraction, processing, industrialization, commercialization and distribution of mineral water, in all national territory;

g) the beneficiation, expurgation and other phytosanitary services, and industrialization of products resulting from the activities listed in item (d) above, either for meeting the purposes of its industry or for trading of its byproducts, including, but not limited to, byproducts for animal feeding;

h) the advertising of products belonging to it and to third parties, and the trading of promotional and advertising materials;

i) the rendering of technical, market and administrative assistance services and other services directly or indirectly related to the core activities of the Company;

j) the importation of anything necessary for its industry and trade;

k) the exportation of its products;

k) the direct or indirect exploration of bars, restaurants, luncheonettes and similar places;

l) the contracting, sale and/or distribution of its products and the products of its controlled companies, either directly or through third parties, using the means of transport required for distribution of such products, byproducts or accessories, and adoption of any system or instruction that, at the discretion of the Board of Directors, may lead to the envisaged purposes;

m) printing and reproduction of recorded materials, including the activities of printing, services of preprinting and graphic finishing and reproduction of recorded materials in any base.

Sole Paragraph – Additionally to the provisions of the caption of this Article, the Company may participate in or associate itself with other commercial and civil companies, as partner, shareholder or quotaholder, in Brazil or abroad.

Article 4 – The Company is established for an indeterminate term.

CHAPTER II

CAPITAL STOCK AND SHARES

Article 5 – The capital stock is of R$ 57,798,844,242.20, divided into 15,726,842,297 nominative common shares, without par value.

Paragraph 1 – Each common share shall be entitled to one vote in the resolutions of the Shareholders’ Meeting.

Paragraph 2 – The Company shares are in the book-entry form, and shall be held in a deposit account in the name of the respective holders, with a financial institution indicated by the Board of Directors.

Paragraph 3 – The Company may suspend the services of transfer and splitting of shares and certificates in accordance with the Shareholders’ Meeting's determination, provided that this suspension does not exceed ninety (90) intercalary days during the fiscal year or fifteen (15) consecutive days.

Article 6 – The Company is authorized to increase its share capital up to the limit of 19,000,000 (nineteen billion) shares, irrespective of an amendment to the By-laws, by resolution of the Board of Directors, which shall resolve on the paying-up conditions, the characteristics of the shares to be issued and the issue price, and shall establish whether the increase shall be carried out by public or private subscription.

Sole Paragraph – The issuance of shares pursuant to any special laws regarding fiscal incentives (art. 172, sole paragraph, of Law 6,404/76) shall not give rise to preemptive rights to shareholders; provided, however, that shares subscribed with funds originated from fiscal incentives shall not carry preemptive rights for subscription in connection with any issuance of shares after such subscription.

Article 7 – The issuance of shares, debentures convertible into shares and subscription bonds, the placement of which shall be made (i) by sale on the stock exchange; (ii) by public subscription; or (iii) for share swap, in a public offering for acquisition of control which, under the terms of articles 257 and 263, of Law 6,404/76, may be carried out with exclusion of the preemptive right or with reduction in the period which is addressed in article 171, paragraph 4 of Law 6,404/76.

Article 8 – The Board of Directors may, based on a plan approved by the Shareholders’ Meeting, grant call options to management, employees or individuals that render services to the Company or companies under its control.

Article 9 – Failure by the subscriber to pay the subscribed value, on the conditions set forth in the bulletin or call shall cause it to be considered in default by operation of law, for purposes of articles 106 and 107 of Law 6,404/76, subjecting it to the payment of the amount in arrears, adjusted for inflation according to the variation in the General Market Price Index (IGP-M) in the shortest period permitted by law, in addition to interest at twelve percent (12%) per year, pro rata temporis, and a fine corresponding to ten percent (10%) of the amount in arrears, duly updated.

CHAPTER III

SHAREHOLDERS’ MEETINGS

Article 10 – The Shareholders’ Meeting has the power to decide on all businesses related to the object of the Company and to take any resolutions it may deem advisable for its protection and development.

Article 11 – Shareholders’ Meetings shall be convened and presided over by one of the Co-Chairmen of the Board of Directors, or person appointed by them, who may designate up to two secretaries.

Article 12 – Any resolutions of the Shareholders’ Meetings, except for the cases contemplated by law, shall be taken by an absolute majority of votes, excluding any blank votes.

Article 13 – Annual Shareholders’ Meetings shall be held within the first four months after the end of the fiscal year, and shall decide on matters under their authority, as set forth in law.

Article 14 – Extraordinary Shareholders’ Meetings shall be held whenever the interests of the Company so require, as well as in the events established in law and in these By-laws.

CHAPTER IV

MANAGEMENT OF THE COMPANY

Article 15 – The Company shall be managed by a Board of Directors and a Board of Executive Officers, pursuant to law and these By-laws.

Paragraph 1 – The Shareholders’ Meeting shall establish the aggregate compensation of the Management, which shall be apportioned by the Board of Directors, as provided for in Article 21 hereof.

Paragraph 2 – The management must adhere to the Manual on Disclosure and Use of Information and Policy for the Trading with Securities Issued by the Company, by executing the Joinder Agreement.

Paragraph 3 - The offices of Co-Chairmen of the Board of Directors and Chief Executive Officer of the Company may not be cumulated by the same person.

Paragraph 4 - At least two members of the Board of Directors of the Company will be Independent Directors, it being understood, for the purposes hereof, as Independent Directors those in compliance with the following requirements:

a) he/she must not be a Controlling Shareholder, or spouse or relative up to second-degree thereof;

b) he/she must not have been, for the last three years, an employee or officer (i) of the Company or of a company controlled by the Company, or (ii) of the Controlling Shareholder or of a company controlled thereby (“Jointly-Controlled Company”);

c) he/she must not be a supplier or buyer, whether direct or indirect, of services and/or products of the Company, of a company controlled by the Company, of the Controlling Shareholder or of a Jointly-Controlled Company, in all cases in magnitude which implies in the loss of independence;

d) he/she must not be an employee or manager of a company or entity which is offering or requesting services and/or products of the Company, of a company controlled by the Company, of the Controlling Shareholder or of a Jointly-Controlled Company, as per item (c) above;

e) he/she must not be a spouse or relative up to second degree of any manager of the Company, of a company controlled by the Company, of the Controlling Shareholder or of a Jointly-Controlled Company;

f) he/she must not receive compensation by the Company, by a company controlled by the Company, by the Controlling Shareholder or by a Jointly-Controlled Company, except as a member of the Board of Directors (cash provisions from capital interests are excluded from this restriction).

Paragraph 5 - Directors elected pursuant to art. 141, paragraphs 4 and 5, of Law 6,404/76 will also be considered Independent Directors, notwithstanding of complying with the independence criteria provided in this Article.

SECTION I

BOARD OF DIRECTORS

Article 16 – The Board of Directors shall be composed of three (3) to eleven (11) sitting members, with two (2) to eleven (11) alternates, bound or not to a specific sitting Director, and shall be elected by the Shareholders’ Meeting and be dismissed thereby at any time, with a term of office of three (3) years, reelection being permitted.

Paragraph 1- Subject to the caption of this Article, the number of members that will make up the Board of Directors in each management period shall be previously established at each Shareholders’ Meeting whose agenda includes election of the members of the Board of Directors, and this matter shall be forwarded by the Chairman of the Shareholders’ Meeting.

Paragraph 2 - The Board of Directors may determine the creation of advisory committees formed in its majority by members of the Board of Directors, defining their respective composition and specific duties. The rules of article 160 of Law No. 6,404/76 shall apply to members of the advisory committees. It will be incumbent upon said committees to analyze and discuss the issues defined as being within the scope of their duties, as well as to formulate proposals and recommendations for deliberation by the Board of Directors.

Paragraph 3- The members of the Board of Directors shall be invested in office upon the execution of the respective instrument, drawn up in the proper book, and shall remain in office until they are replaced by their successors.

Paragraph 4 - The Director shall have an indisputable reputation, and cannot be elected, unless waived by the Shareholders’ Meeting, if it (i) occupies a position in companies that can be considered as a competitor of the Company, or (ii) has or represents a conflicting interest with the Company; the voting rights of the Director cannot be exercised by him/her in case the same impediment factors are configured.

Article 17 - The Board of Directors shall have two (2) Co-Chairmen, with identical prerogatives and duties, who shall be elected by a majority of the members of the Board of Directors, immediately after said members are invested in office.

Article 18 - The Board of Directors shall meet, ordinarily, at least once each quarter and, extraordinarily, whenever necessary, upon call by any of its Co-Chairmen or by the majority of its members, through letter, email, telegram or personally, with at least 24 (twenty-four) hours in advance.

Article 19 - The Board of Directors shall be convened, operate and pass valid resolutions by the favorable vote of the majority of its members present in the meeting.

Paragraph 1 – The Directors may attend meetings by telephone, videoconferencing, telepresence or by previously sending their votes in writing. In this case, the Director will be considered to be present at a meeting in order to ascertain the quorum for declaring it open and voting, with this vote being deemed valid for all legal effects, being included in minutes of such meeting.

Paragraph 2 – In the event of a tie in the resolutions of the Board of Directors, none of the Co-Chairmen shall have the casting vote, but only their own personal votes.

Paragraph 3 – The Director shall not have access to information or take part in meetings of the Board of Directors related to matters in which it has conflicting interests with the Company.

Article 20 - In the case of permanent absence or impediment of any Director, and if there is an alternate Director, the Board of Directors shall decide whether the alternate shall fill the vacant office, or if the vacant office shall be filled by a substitute on a permanent basis; the substitute Director shall, in any case, complete the term of office of the absent or impeded Director.

Sole Paragraph – In the event of temporary absence or impediment, the members of the Board of Directors shall be replaced by the respective alternates, or in the absence thereof, by another Director appointed for such purpose by the absent Director. In this latter case, the Director that is replacing the absent or impeded Director shall cast the vote of the absent Director in addition to his own vote.

Article 21 – The Board of Directors shall resolve on the matters listed below:

a) establish the general direction of the Company's business, approving the guidelines, corporate policies and basic objectives for all the main areas of performance of the Company;

b) approve the annual investment budget of the Company;

c) approve the three-year strategic plan of the Company;

d) elect and dismiss the Company's Officers, and set their attributions;

e) supervise the management of the Board of Executive Officers, review at any time the books and documents of the Company, and request information regarding any acts executed or to be executed by the Company;

f) attribute, from the aggregate value of the compensation established by the Shareholders’ Meeting, the monthly fees of each of the members of the Company's Management;

g) define the general criteria on compensation and benefit policy (fringe benefits, participation in profits and/or sales) for the management and senior employees (namely, managers or employees in equivalent direction positions) of the Company;

h) appoint the Company's independent auditors;

i) resolve on the issue of shares and warrants, within the limit of the authorized capital of the Company;

j) provide a previous manifestation on the management's report, the Board of Executive Officers' accounts, the financial statements for the fiscal year, and review the monthly balance sheets;

k) submit to the Shareholders’ Meeting of the proposal of allocation of the net profits for the year;

l) call the Annual Shareholders’ Meeting and, whenever it may deem advisable, the Extraordinary Shareholders’ Meetings;

m) approve any business or agreements between the Company and/or any of its controlled companies (except those fully controlled), management and/or shareholders (including any direct or indirect partners of the Company's shareholders), without impairment of item “q” below;

n) approve the creation, acquisition, assignment, transfer, encumbering and/or disposal by the Company, in any way whatsoever, of shares, quotas and/or any securities issued by any company controlled by the Company or associated to the Company; except in case of operations involving only the Company and companies fully controlled thereby or in case of indebtedness operation, in which case the provisions of item “o” bellow shall apply;

o) approve the contracting by the Company of any debt in excess of ten percent (10%) of the Company's shareholders’ equity reflected on the latest audited balance sheet; this amount shall be considered per individual transaction or a series of related transactions;

p) approve the execution, amendment, termination, renewal or cancellation of any contracts, agreements or similar instruments involving trademarks registered or deposited in the name of the Company or any of its controlled companies; except in the event of licensing of brands to be used in gifts, advertising materials or disclosure in events for periods under three (3) years;

q) approve the granting of loans and the rendering of guarantees of any kind by the Company for amounts exceeding one percent (1%) of the shareholders’ equity of the Company reflected on the latest audited balance sheet, to any third party, except in favor of any companies controlled by the Company;

r) approve the execution by the Company of any long-term agreements (i.e., agreements executed for a term exceeding one year), involving an amount in excess of five percent (5%) of the shareholders’ equity of the Company, as shown on the latest audited balance sheet; this amount shall be considered per individual transaction or a series of related transactions;

s) resolve on the Company's participation in other companies, as well as on any participation in other undertakings, including through a consortium or special partnership;

t) resolve on the suspension of the Company's activities, except in the cases of stoppage for servicing of its equipment;

u) authorize the acquisition of shares of the Company to be kept in treasury, be canceled or subsequently disposed of, as well as the cancellation and further sale of such shares, with due regard for applicable law;

v) resolve on the issuance of Trade Promissory Notes for public distribution, pursuant to CVM Ruling No. 134;

w) resolve, within the limits of the authorized capital, on the issuance of convertible debentures, specifying the limit of the increase of capital arising from debentures conversion, by number of shares, and the species and classes of shares that may be issued, under the terms of article 59 paragraph 2 of Law 6,404/76

x) authorize the disposal of fixed assets, excepted for the ones mentioned in item “n” of this Article, and the constitution of collateral in an amount greater than 1% (one percent) of the shareholders’ equity reflected in the latest audited balance sheet. This amount will be considered per individual transaction or a series of related transactions;

y) perform the other legal duties assigned thereto at the Shareholders’ Meeting or in these By-laws; and

z) resolve on any cases omitted by these By-laws and perform other attributions not conferred on another body of the Company by the law or these By-laws.

Paragraph 1 – The decisions of the Board of Directors shall be recorded in minutes, which shall be signed by those present in the meeting.

Paragraph 2 – Any favorable vote cast by a Company representative in connection with any resolution on the matters listed above, in Shareholders’ Meetings and in other corporate bodies of the companies controlled by the Company, either directly or indirectly, shall be conditional on the approval of the Board of Directors of the Company.

SECTION II

BOARD OF EXECUTIVE OFFICERS

Article 22 – The Board of Executive Officers shall be composed of two (2) to fifteen (15) members, shareholders or not, of whom (i) one shall be the Chief Executive Officer (ii) one shall be the Sales Executive Officer, (iii) one shall be the People and Management Executive Officer, (iv) one shall be the Logistics Executive Officer, (v) one shall be the Marketing Executive Officer, (vi) one shall be the Industrial Executive Officer, (vii) one shall be the Chief Financial and Investor Relations Officer, (viii) one shall be the General Counsel, (ix) one shall be the Soft Drinks Executive Officer, (x) one shall be the Corporate Affairs Executive Officer, (xi) one shall be the Shared Services and Information Technology Executive Officer, and (xii) the remaining Officers shall have no specific designation; all of whom shall be elected by the Board of Directors, and may be removed from office by it at any time, and shall have a term of office of three (3) years, reelection being permitted.

Paragraph 1 – Should a position of Executive Officer become vacant or its holder be impeded, it shall be incumbent upon the Board of Directors to elect a new Executive Officer or to appoint an alternate, in both cases determining the term of office and the respective remuneration.

Paragraph 2 – It is incumbent upon the Executive Board to exercise the prerogatives that the law, the By-laws and the Board of Directors confer upon it for the performance of the actions required for the Company to function normally.

Paragraph 3 – The Executive Officers shall be invested in office upon the execution of the respective instrument, drawn up in the proper book, and shall remain in office until their successors are vested in office.

Article 23 – The Executive Board, whose presidency will be held by the Chief Executive Officer, shall meet as necessary, it being incumbent upon the Chief Executive Officer to call and to be the chairman of the meeting.

Article 24 – It is the Chief Executive Officer’s responsibility to:

a) submit the annual work plans and budgets, investment plans and new Company expansion programs to the Board of Directors for approval, causing them to be carried out, pursuant to their approval;

b) formulate the Company’s operating strategies and guidelines, as well as establishing the criteria for executing the resolutions of the Shareholders’ Meetings and of the Board of Directors, with the participation of the other Executive Officers;

c) supervise all the Company’s activities, providing the guidelines best suited to its corporate purpose;

d) coordinate and oversee the activities of the Board of Executive Officers; and

e) exercise the other prerogatives conferred upon it by the Board of Directors.

Article 25 – It is the Sales Executive Officer’s responsibility to:

a) develop the strategic sales planning of the Company;

b) be responsible for the management of the commercial team and develop and implement an action model for the sector; and

c) exercise the other prerogatives conferred upon it by the Board of Directors.

Article 26 – It is the People and Management Executive Officer’s responsibility to:

a) organize and manage the Company’s human resources; and

b) exercise the other prerogatives conferred upon it by the Board of Directors.

Article 27 - It is the Logistics Executive Officer’s responsibility to:

a) establish, manage and be responsible for the pre-production and post-production distribution and logistics strategy of the Company; and

b) exercise the other prerogatives conferred upon it by the Board of Directors.

Article 28 - It is the Marketing Executive Officer’s responsibility to:

a) be responsible for the direction, planning and control of the marketing area of the Company; and

b) exercise the other prerogatives conferred upon it by the Board of Directors.

Article 29 – It is the Industrial Executive Officer’s responsibility to:

a) manage the branches, warehouses, industrial plants and other units of the Company related to its industrial production; and

b) exercise the other prerogatives conferred upon it by the Board of Directors.

Article 30 – It is the Chief Financial and Investor Relations Officer’s responsibility to:

a) manage and respond for the budget control of the Company;

b) provide managerial and financial information;

c) be responsible for the control over the cash flow and financial investments of the Company;

d) provide any and all information to investors, to the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) and to BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros

e) maintain the registration of the Company as an openly-held company updated; and

f) exercise the other prerogatives conferred upon it by the Board of Directors.

Article 31 - It is the General Counsel’s responsibility to:

a) establish, manage and coordinate the legal strategy adopted by the Company, and to supervise its judicial and administrative proceedings;

b) be responsible for the Company’s corporate documents; and

c) exercise the other prerogatives conferred upon it by the Board of Directors.

Article 32 – It is the Soft Drinks Executive Officer’s responsibility to:

a) coordinate and supervise the non-alcoholic and non-carbonated drinks sector, and establish its planning strategy; and

b) exercise the other prerogatives conferred upon it by the Board of Directors.

Article 33 – It is the Corporate Affairs Executive Officer’s responsibility to:

a) respond for the external communication, as well as the Company’s corporate and governmental relations; and

b) exercise the other prerogatives conferred upon it by the Board of Directors.

Article 34 – It is the Shared Services and Information Technology Executive Officer’s responsibility to:

a) respond for the direction, planning and control of the information technology sector of the Company, as well as of its shared services center; and

b) exercise the other prerogatives conferred upon it by the Board of Directors.

Article 35 – It is incumbent upon the other Executive Officers to exercise the prerogatives conferred upon them by means of a Meeting of the Board of Directors, which may establish specific titles for their positions.

Article 36 - The Documents involving the Company in any commercial, banking, financial or equity liability, such as agreements in general, check endorsements, promissory notes, bills of exchange, trade bills and any credit instruments, debt acknowledgments, granting of aval guarantees and sureties, credit facility agreements, acts performed by branches, ad negocia and ad judicia powers of attorney, and any other acts creating any liability for the Company or waiving third-party obligations or obligations to the Company, shall be valid upon the signature of two members of the Executive Board.

Paragraph 1 – The representation of the Company in the aforementioned documents may be delegated to an attorney-in-fact, and such documents may be executed by an Attorney-in-Fact in conjunction with an Officer, or by two Attorneys-in-Fact, jointly, provided that the instruments of power of attorney appointing these attorneys-in-fact are executed by two Officers.

Paragraph 2 - The Company shall be represented, individually, by any of the Officers or by a duly appointed Attorney-in-Fact, as regards receipt of service of process or judicial notices and rendering of personal deposition.

CHAPTER V

FISCAL COUNCIL

Article 37 – The Company shall have a Fiscal Council, on a permanent basis, composed of three (3) to five (5) members and an equal number of alternates. All of its members shall be elected at a Shareholders’ Meeting and by it removed at any time. Their term of office shall expire at the Annual Shareholders’ Meeting to be held following their election, reelection being permitted.

Paragraph 1 – In order for the Fiscal Council to function, the majority of its members must attend its meeting.

Paragraph 2 - It shall be incumbent upon the Fiscal Council to elect its Chairman in the first meeting to be held after its instatement.

Paragraph 3 - In addition to the duties conferred to it by these By-laws and by law, the Fiscal Council shall establish in its Internal Regiment the procedures for receiving, recording and treating complaints received in connection with accounting, internal accounting controls and matters related with the auditing of the Company, as well as any other communication received on such matters.

Paragraph 4 - The provisions of Paragraph 2 of Article 15 of these By-laws apply to the members of the Fiscal Council.

Article 38 – The compensation of the Fiscal Council's members shall be established by the Shareholders’ Meeting that elects them.

CHAPTER VI

FISCAL YEAR, BALANCE SHEET AND RESULTS

Article 39 – The fiscal year shall have the duration of one year, and shall end on the last day of December of each year.

Article 40 - At the end of each fiscal year, the financial statements determined by law shall be drawn up in accordance with the Company's bookkeeping.

Paragraph 1 – The Board of Directors may resolve to draw up half-yearly balance sheets or for shorter periods, and approve the distribution of dividends and/or interest on net equity based on the profits ascertained in such balance sheets, subject to the provisions set forth in Article 204 of Law No. 6,404/76.

Paragraph 2 – At any time, the Board of Directors may also resolve on the distribution of interim dividends and/or interest on net equity based on the accrued profits or existing profits reserves presented in the latest yearly or half-yearly balance sheet.

Paragraph 3 – The interim dividends and interest on net equity shall always be considered as an advance on the minimum mandatory dividends.

Article 41 - From the profits ascertained in each year, accumulated losses and a provision for income tax shall be deducted prior to any other distribution.

Paragraph 1 – Over the amount ascertained as provided for in the caption of this Article, it will be calculated:

a) the statutory participation of the Company’s employees up to the maximum limit of 10% (ten percent), to be distributed according to the parameters to be established by the Board of Directors; and

b) the statutory participation of the management, up to the maximum legal limit.

Paragraph 2 – Over the amount ascertained as provided for in the caption of this Article, it may be calculated, in addition, up to the limit of 10% (ten percent), a contribution for the purpose of meeting the charges of the assistance foundation for employees and management of the Company and its controlled companies, with due regard for the rules established by the Board of Directors to this effect.

Paragraph 3 – The following allocations shall be made from the net income of the fiscal year, obtained after the deductions dealt with in the previous paragraphs:

a) five percent (5%) shall be allocated to the legal reserve, up to twenty percent (20%) of the paid-in capital stock or the limit established in article 193, paragraph 1 of Law No. 6,404/76;

b) from the balance of the net profit of the fiscal year, obtained after the deduction mentioned in item (a) of this Article and adjusted pursuant to article 202 of Law No. 6,404/76, forty percent (40%) shall be allocated to pay the mandatory dividend to all its shareholders; and

c) an amount not greater than sixty percent (60%) of the adjusted net profits shall be allocated to the formation of an Investment Reserve, for the purpose of financing the expansion of the activities of the Company and its controlled companies, including through subscription of capital increases or the creation of new business developments.

Paragraph 4 – The reserve set out in item (c) of paragraph 3 of this Article may not exceed eighty percent (80%) of the capital stock. Upon reaching this limit, the Shareholders’ Meeting shall resolve either to distribute the balance to the shareholders or increase the Company’s corporate capital.

CHAPTER VII

LIQUIDATION, WINDING-UP AND EXTINGUISHMENT

Article 42 – The Company shall be liquidated, wound up and extinguished in the cases contemplated by law or by resolution of the Shareholders’ Meeting.

Paragraph 1 – The manner of liquidation shall be determined at a Shareholders’ Meeting, which shall also elect the Fiscal Council that will function during the liquidation period.

Paragraph 2 - The Board of Directors shall appoint the liquidator, establish its fees and determine the guidelines for its operation.

CHAPTER VIII

GENERAL PROVISIONS

Article 43 – The dividends attributed to the shareholders shall be paid within the legal time frames, and monetary adjustment and/or interest shall only be assessed if so determined by the Shareholders’ Meeting.

Sole Paragraph – The dividends not received or claimed shall become time-barred within three years from the date on which they were made available to the shareholder, and shall revert to the benefit of the Company.

Article 44 – The Company shall comply with the shareholders' agreements registered as provided for in article 118 of Law No. 6,404/76.

Article 45 – The Company will provide the members of the Board of Directors, of the Board of Executive Officers and of the Fiscal Council, or the members of any corporate bodies with technical functions set up to advise the managers, a legal defense in lawsuits and administrative proceedings filed by third parties during or after their respective terms of office, for acts performed during the exercise of their functions, including through a permanent insurance policy, shielding them against liability for acts arising from the exercise of their positions or functions, including the payment of court costs, legal fees, indemnifications and any other amounts arising from such proceedings.

Paragraph 1 – The guarantee set forth in the caption of this Article extends to employees working regularly to comply with powers-of-attorneys granted by the Company or the subsidiaries controlled by the Company.

Paragraph 2 – If any of the persons mentioned in the caption or in Paragraph 1 of this Article be sentenced by a final court decision due to negligent or criminal conduct, the Company must be reimbursed by such person for all costs and expenses disbursed on legal assistance, as set forth by law.”

***


	AMBEV S.A.

	By:	/s/ Fernando Mommensohn Tennenbaum
		Fernando Mommensohn Tennenbaum Chief Financial and Investor Relations Officer