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Call Notice - Extraordinary General Meeting - December 17th

EXTRAORDINARY GENERAL MEETING CALL NOTICE

The shareholders of COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV (“Company”) are invited to attend a meeting to be held on December 17, 2010, at 2 p.m., at the Company’s headquarters, located at Rua Dr. Renato Paes de Barros, 1.017, 4° andar (parte), conjuntos 41 e 42, Itaim Bibi, in the City and State of São Paulo, for the Extraordinary General Meeting, to resolve on the following AGENDA:

(i) Pursuant to the resolutions of the Company’s Board of Directors at the meeting held on September 27, 2010, which acknowledged the subscription and payment of 567,200 newly issued ordinary shares and 932,479 newly issued preferred shares by the shareholders of the Company, which such shares were issued pursuant to the Extraordinary Shareholders’ Meeting held on April 28, 2010, to ratify an increase in the capital stock of the Company in the amount of R$246,375,962.38 and, as a result, to amend the Company’s By-Laws;

(ii) To resolve on the stock split proposal pursuant to which each common and each preferred share issued by the Company shall be split into 5 (five) common shares and 5 (five) preferred shares, respectively, without any modification to the amount of the Company’s capital stock;

(iii) As a result of the aforementioned stock split proposal, to increase the Company’s authorized capital; and

(iv) By virtue of the resolutions mentioned in items (i), (ii) and (iii) above, to amend articles 5 and 9 of the By-Laws and to restate them.

General Information:

- The documents and information referred to above and those listed in CVM’s Normative Ruling No. 481/09 were presented to the Comissão de Valores Mobiliários by means of its Periodic Information System (IPE), in accordance with Article 6 of such Normative Ruling, and are available to the shareholders at the Company’s headquarters, on its Investor Relations website (www.ambev.com.br/investidores), and on the websites of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (www.bmfbovespa.com.br) and of the Comissão de Valores Mobiliários (www.cvm.gov.br).

- The shareholder or its legal agent must present valid identification in order to vote at the meeting.

- Proxies containing special powers for representation in the general meeting should be deposited at the Company’s headquarters (att.: Legal Department), at least 3 (three) business days prior to the date scheduled for the meeting.

- Shareholders taking part in the BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros Registered Stocks Fungible Custody that plan on attending this meeting shall submit a statement containing their respective stock ownership, issued by qualified entity, within 48 hours prior to the meeting.

São Paulo, October 27, 2010.

Victório Carlos De Marchi
Co-Chairman of the Board of Directors


Contact IR

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

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